HomeMy WebLinkAboutContract 64074CSC No. _________
Cooperative Purchase Agreement Page 1 of 10
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement () is entered into by and between the City
of Fort Worth (,) a Texas home rule municipality, and The Sanborn Map Company, Inc.
Vendor,) a Delaware corporation. City and Vendor are each individually referred to herein as
The Cooperative Purchase Agreement includes the following documents which shall be construed
in the order of precedence in which they are listed:
1.This Cooperative Purchase Agreement;
2.Exhibit A Texas Department of Information Resources Cooperative Contract
No. DIR-CPO-5173;
3.Exhibit B Texas Department of Information Resources Cooperative Contract
No. DIR-CPO-5173 Pricing Index;
4.Exhibit C The Sanborn Map Company, Inc. Quote No. 846544000113488028;
5.Exhibit D Vexcel Imaging US, Inc. End User License Agreement; and
6.Exhibit E Conflict of Interest Questionnaire.
The Exhibits referenced above, which are attached hereto and incorporated herein, are
made a part of this Agreement for all purposes. Vendor agrees to provide City with the services
and goods included in Exhibit C pursuant to the terms and conditions of this Cooperative Purchase
Agreement, including all exhibits thereto. If any provisions of the attached documents, conflict
with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation
or ordinance of City, the terms in this Agreement shall control.
City shall pay Vendor in accordance with the fee schedule in Exhibit C and in accordance
with the provisions of this Agreement. Total payment made under this Agreement by City shall
not exceed Six Hundred Fifty-Seven Thousand Six Hundred Ninety-Three dollars and Seventy-
Five cents ($657,693.75). Vendor shall not provide any additional items or services, or bill for
expenses incurred by City not specified by this Agreement unless City requests and approves in
writing the additional costs for such services. City shall not be liable for any additional expenses
of Vendor not specified by this Agreement unless City first approves such expenses in writing.
The term of this Agreement shall be effective beginning on the date signed by the Assistant
and ending on August 31, 2028 in alignment with the
underlying cooperative agreement. City shall be able to renew this agreement for two (2) one-year
renewal options by written agreement of the parties. Provided, however, the term of this
Agreement shall not extend beyond the term of Texas Department of Information Resources
-CPO-5173 attached hereto as Exhibit A, unless it is
extended, renewed, or followed up by a substantially similar cooperative agreement
from Vendor and DIR and the parties agree in writing to incorporate such extension,
renewal, or use of Successor Contract into this Agreement.
Cooperative Purchase Agreement Page 2 of 10
The term for the initial services and goods provided under this Agreement
. Pricing for each annual period of the Subscription Term shall
be in accordance with Exhibit C of this Agreement.
Vendor agrees that City shall, until the expiration of three (3) years after final payment
under this Agreement, or the final conclusion of any audit commenced during the said three years,
have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records, including, but not limited to, all electronic records, of Vendor
involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that
City shall have access during normal working hours to all necessary Vendor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. City shall give Vendor reasonable advance notice of intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of
the transmission, or (3) received by the other party by United States Mail, registered, return receipt
requested, addressed as follows:
To CITY:
City of Fort Worth
Attn: City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
same address
To VENDOR:
The Sanborn Map Company, Inc.
Attn: Legal Department
305 S. Rockrimmon Blvd, Suite 200
Colorado Springs, CO 80919
IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost
City for infringement of any patent, copyright, trade mark, service mark, trade secret, or
other intellectual property right arising from City's use of the , or any part
thereof, in accordance with the Agreement, it being understood that the agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the Ven
services. So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section, Vendor shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any
and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under the Agreement, the City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, Vendor shall fully
Cooperative Purchase Agreement Page 3 of 10
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all papers City may
assumption of payment of
Agreement. If the , or any part thereof, are held to infringe and the use
thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the ; or (b) modify
the to make them/it non-infringing, provided that such modification does
not materially adversely affect City's authorized use of the ; or (c) replace
the with equally suitable, compatible, and functionally equivalent non-
infringing services at no additional charge to City; or (d) if none of the foregoing alternatives
is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
Data Breach. Vendor further agrees that it will monitor and test its data safeguards
from time to time, and further agrees to adjust its data safeguards from time to time in light
of relevant circumstances or the results of any relevant testing or monitoring. If Vendor
suspects or becomes aware of any unauthorized access to any financial or personal
City
becomes aware of any other security breach relating to City Data held or stored by Vendor
under the Agreement or in connection with the performance of any services performed under
notify City in writing and shall fully cooperate wi
stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately
comply with applicable laws, and shall take the appropriate steps to remedy such Data
Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective
officers, directors, employees and agents, harmless from and against any and all claims, suits,
causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising
out of or relating to any third party claim arising from breach by Vendor of its obligations
contained in this Section, except to the extent resulting from the acts or omissions of City.
All City Data to which Vendor has access under the Agreement, as between Vendor and City,
will remain the property of City. City hereby consents to the use, processing and/or
disclosure of City Data only for the purposes described herein and to the extent such use or
processing is necessary for Vendor to carry out its duties and responsibilities under the
Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not
transfer City Data to third parties other than through its underlying network provider to
perform its obligations under the Agreement, unless au
obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data
Breach is the result of the actions of a third party. All City Data delivered to Vendor shall be
stored in the United States or other jurisdictions approved by City in writing and shall not
be transferred to any other countries or jurisdictions without the prior written consent of
City.
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No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2271 of the Texas Government Code, City is prohibited from entering into a
contract with a company for goods or services unless the contract contains a written
verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel
the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By
to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term
of the Agreement.
Prohibition on Boycotting Energy Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from
entering into a contract for goods or services that has a value of $100,000 or more that is to
be paid wholly or partly from public funds of the City with a company with 10 or more full-
time employees unless the contract contains a written verification from the company that it:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the
meaning ascribed to those terms by Chapter 2276.001 of the Texas Government Code. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by
signing this Agreement, Vendor certifies that Vendor
verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of this Agreement.
Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, the City is prohibited from entering into a contract for goods or services that has a
value of $100,000 or more that is to be paid wholly or partly from public funds of the City
with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association; and (2) will
not discriminate during the term of the contract against a firearm entity or firearm trade
have the meaning ascribed to those terms by Chapter 2274.001 of the Texas Government
Code. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Vendor
written verification to the City that Vendor: (1) does not have a practice, policy, guidance,
or directive that discriminates against a firearm entity or firearm trade association; and (2)
will not discriminate against a firearm entity or firearm trade association during the term of
this Agreement.
Applicable Laws. The laws of the State of Texas shall govern this Agreement. Venue for
any action brought to interpret or enforce, or arising out of or incident to, the terms of this
Agreement shall be in Tarrant County, Texas.
[Signature Page Follows]
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
By: Dianna Giordano (Dct 6, 2025 13:17:51 CDT)
Name: Dianna Giordano
Title: Assistant City Manager
Date: 10/06/2025
APPROVAL RECOMMENDED:
By:
Name: Kevin Gunn
Title: Director, IT Solutions
ATTEST:
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
The Sanborn Map Company, Inc.
By: /fa¥
Name: John R. Copple
Title: CEO/President
Date: 09/19/2025
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
By: Steven Vandever (Oct 1, 2025 08:47:40 CDT)
Name: Steven Vandever
Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
Candace 'Paqtim--a By: Candace Pagl;ara (Oct 6, 2025 i1!;29:00 COT)
Name: Candace Pagliara
Title: Sr. Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 25-0914
Approval Date: 09/30/2025
Form 1295: 2024-1237350
Cooperative Purchase Agreement Exhibit A Page 6 of 10
EXHIBIT A
Texas Department of Information Resources
Cooperative Contract No. DIR-CPO-5173
(ATTACHED)
�IR Cantract No. DIR-CPO-5173
The San6orn Map Campany, In�.- 133980333
STATE ❑F TEXAS
DEPARTM�NT �F INFaRMATI�N RES�URCES
C�NTRACT �OR RR�DIJCT, SERVICES, AND RELATED SERVICES
The 5anborn Map Company, Jnc.
1 INTRODU�TiON
'I .1 Pa rties
This �antra�# fo�- C3oud 5ervi�es [this "Contract"} is entered into between the State of
Texas, a�ting by and thrflugh �he Departrnent of Information Resources �hereinafter
"DIR"7 with its p�incipa] {�la�e ❑f ��siness at 3�0 West 15t�' Street, 5uite 13�0, Austin,
Texas 787�1, and The 5anborn Ma{� Company, In�., a �elaware Corpora#ian [hereinafter
"5uc�essful Respandent"7, with its princf�al p[a�e of business at 1 g35 Jamboree Dr, Suite
1 a0, Cfllorado 5prings, C� 809�0.
�.� Complian�e with Pro�urement laws
This Contract is the result of �ompliance with appli�able pro���ement laws ❑f the 5tate
of Texas. DIR issued a so�icitation on the Comptroller of Publi� A��ounts' Ele�tron[� 5tate
B�siness Daiiy, Request for �fFer [RFn] ❑IR-CPn-TMP-553, on 2�25�202�, for Claud
5ervices [the "RFD"}, Llpon exe�utian vf all Cantracts, a�oti�e ❑f award far DIR-CP�-
TMP-553, shall be posted by QIR o� the Electroni� 5tate Business Daily.
� .3 Order of Precedence
A. For transa�tions under this Cantra�t, the ❑rder of precede��e shall �e as follaws:
1. this Cont�act;
2. Appendix A, Standard T+erms and Canditions;
3. Appendix B, 5uccessful Respandent's Historically llnderutilized
6usinesses SuE�cantracting Plan;
4. Appendix C, Pricing I�dex;
5. Appendix D, Ser�ice Agreement �emp�ate;
6. Exhihit 7, RF� DiR-CPD-TMP-563, i��luding all Addenda; and
7. Exhibit 2, 5ucressful Resp�ndent's Respanse tv Rf0 DIR-CP�-TMP-553,
in�luding afl Addenda.
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�IR Cantract No. DIR-CPO-5173
The San6orn Map Campany, In�.- 133980333
B. Each ❑f the foregoi�g do�uments is hereby in�orporated by reference and
together �onstit�te �he entire agreement �etween DIR and 5uc�essfuf
RespQndent.
i.4 Definitions
Capitalized terms used but not defined herein have the meanings giver� to them fn
Appendix A, 5tandard Terms and Cvnditions.
2 TERM �F CUNTRACT
The initia� term ❑f this Cantra�t s�ai� be up t❑ twa �2] years commencing o� the date ❑f
the lasi signature hereto (the "Initia� Term"}, with one �1} ❑ptional two-year renewal and
❑ne [1 } optional ane-year re�ewal (ea�h, a"Renewal Term"]. Prior to �xpiration ❑f the
Init€al Term and ea�h Renewal Term, this Contra�t will renew a�tomat��ally under the
same terms and �onditions unless either party �rovides written noti�e t❑ the ❑ther party
at least sixty �5�} days in ad�an�e of the renewal date stating that t�e party wis�es to
dis�uss amendment �r no€�-renewal.
3 �PTI�N T� E](TEiV[7
5uccessful Respondent agrees that DIR may require �ontin�ed perfQrman�e under this
Contra�t at the rates specified in this Cantact fo#lowing the expiration af the Initial Term
❑r any Renewal Term. Tl�is ❑ptian may �e exer�ised more than on�e, �ut the total
extensior� ❑f performan�e hereu�der sha[I nat ex�eed ninety [gOj calendar days. 5uch
extension ❑f servi�es shall be subje�t ta #he requirements ❑f the Con#ra�t, wit}� the sole
and �imited exception that the original date ❑f termination shall be extended pursuant
to t�is provision. ❑IR may exer�ise this option upan thirty {3a} �alendar days written
nati�e ta the 5u��essful Respondent.
ClJ:tf]�1�I�r_1�i����:��1C�1��]yy�:�l►C��
Products ar�d services available under t�is Contract are }imited to the te�hnology
categories defined in Request for Dffer DIR-CPn-TMP-553 far Cloud 5ervices. At DIR's
�ole discretifln, Su��essful Respondent may incorparate changes or make additiflns t❑
its pr�dutt and service offerings, pr��ided that any �hanges ❑r additions must be within
tl�e scope of t�e RFD.
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�IR Cantract No. DIR-CPO-5173
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��,:����►��
5.1 Pricing Index
Pri�ing t❑ Customers shall �e as se� fvrth in Appendix C, Pricing Index, and shall
in�lude the ❑IR Administrati�e Fee �as defined below].
5.2 C�stomer Discaunt
A. The minimum C�stomer discaunt for aIl products and services will be the
per�entage ❑ff List Price [as defirred k�elow} ❑r MSRP [as defined belaw}, as
ap�li�able, as specified in Appendfx C, Pri�ing Index. Successful Respflndent
shaII not establis� a List Price ❑r MSRP for a particular soiieitatio�. For purposes
of this 5ection, "List Price" is the price for a product or service publis�ed in
5uccessful Respondent`s pri�e catalog [or similar da��ment} k�efore a�y dis�ounts
or pri�e allowances are applied. For pu�poses of this Sectian, "MSRP," ❑r
manufa�turer's suggested retail pri�e, is the pri�e list published by the
manufa�tu�er o� publisher of a pradu�t and available to and re�agnized by the
trade.
6. Customers p�r�hasing produ�ts or services �nde� this Contract may �egotiate
additionai discounts with Suc�essful Res��ndent. 5uc�essfui Respondent and
Customer shall pra�ide the details ❑f su�h additianal dis�ounts to DIR upQn
request.
C. If products or services availab�e under this Contra�t are pro�ided at a�ow�r pri�e
to: �i} an eligible Customer who is not �ur�hasing those �roducts ❑r services
under th�s C�ntra�t, ❑r (ii} to any o�her �ustomer under the same terms and
conditions provided far the State fQr the same products and services �nder this
contract, then the pri�e ❑f s��h products and services under this Contra�t shall J�e
ad�usted to that lower �rice. This requiremer�t ap�lies t❑ �radu�ts ❑r serv#�es
quoted by 5u�cessful Respandent far a quant�ty of one �1}, but dfles not apply tfl
Wolume ❑r spe�ial pri�ing pur�hases. Su��essful Respondent shall nfltify DIR
within terr �1�) days of provid�ng a lower pri�e as described in this 5e�tian, a�d
t�is Contra�t shall be ame�ded wit�in ten (1�} days to refle�t s�ch lower �ri�e.
5.3 Changes ta P�i�es
A. 5u�je�t ta t�e requirements of �his se�tior�, 5�ccessful Respor�dent may �hange
t1�e �rice af any product ❑r ser�i�e u{�fln changes to the List Price or MSRP, as
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�IR Cantract No. DIR-CPO-5173
The San6orn Map Campany, In�.- 133980333
appli�a�le. Discount ievels shall �ot be suk�ject t❑ su�h �hanges, and will remain
�onsistent with the dis�ount le�els spe�€f�ed in this Contra�t.
B. 5��cessful Responden� may re�ise its pri�ing �y p�blishi�g a revised pri�ing list,
subJe�t to re�iew and a�proval by DIR. If DIR, in its sale dfscretion, finds that t�e
pr�ce of a�roduct or service �as been in�reased unreaso�a�ly, DIR may �equest
that Su��essful Respondent reduce the pricing for the product or �ervice to the
le�el published befare su�h re�isian. LJpon such request, Su�cessful Respondent
shali either reduce the pricir�g as requested, or shall remove the prod�ct ❑r
servi�e f�om the pri�ing list for �h�s Cantra�t. Failure to do so wiff �ons#itute an a�t
❑f default by 5u�cessf�l Responden�.
5.4 Shipping and Handiing
Prices to Customers shall in�lude all shipping ar�d handling fees. Shipments will be Free
C)n Bva�d Customer's Destination. No additivna� fees may be �harged to Customers for
standard shi�ping a�d handling. If a Custorner requests expedited ❑r special deli�ery,
Customer wifi be responsible fvr any additionai �harges fflr expedited vr spe�ial de�ivery.
fi D1R ADMINISTRATIVE FEE
A. 5uccessful Respor�dent shaii pay an administrati�e fee to DIR �ased an ti�e dallar
�alue of all sales t❑ Cust�mers pursuant to this Contra�t �the "�IR Administrative
Fee"}, T�e amount ❑f the ❑IR Administrati�e Fee shall k�e seventy-five hundredths
❑f a per�ent �0.75°/0� af all sales, net of returns and �redits. For examp�e, the
administrative fee for sales totaling $1 ��,�OD shall be �750.
B. All pri�es quated t❑ Customers shall i��lude the DIR Admin�strative Fee. DIR
reserves the rig}�t t❑ increase or decrease the ❑IR Admtnistrati�e Fee dur�ng the
term of th�s Cantra�t, upon written nfltice #a Suc�essful Respondent wi#ho�t
amending ti�is Contrac�. Any in�rease ar de�rease in the DIR Administra�ivQ Fee
sha4! be in�orporated in the price to Custamers.
ra l► � ��:� ►1 � r;[�Ly �f� t�I�L�]► y �:�_[w rt1►1 il 1:� [N 1► C�'l l►1 r�]:�►►� 1_� � Ci7►1
In addition to the requ�rements ��sted in Appendix A, 5ec#ion 7.2, [nternet A�cess to
Con�ra�t and Pri�ing Infnrmativn, 5u��essful Respandent shall include the fo[lowing
with its we�page:
A. A curr�nt pri�e iist �r methani�m �a o�tain spe�ific �antra�t pri�ing;
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B. MSRP/Iist pri�e ar DIR Custflmer price;
C. D�sca�tnt per�entage [°/o) ❑ff MSRP ❑r Lis# Price;
D. Warranty policies; and
E. Return pali��es.
S L1SE �F �RDER FULFILLERS
8.1 Autharizatian to Use Order Fulfillers
5u�ject t❑ the �onditian� In this Section 8, DIR agrees t❑ permit 5uc�essful RespQndent
to utilize designated order fulf�ilers ta pro�ide p�adu�ts, services, and sup�ort resaurces
to Custor�ers under this Contra�# ["Drder Fulfillers"}.
S.� Designation of �rder Fulfillers
A. 5uctessful Responder�t may desfgnate �rder Fulfillers to a�t as the distributors
for produ�ts and servi�es a�ailable under �his Contra�t. In designating �rder
FuIfillers, 5u��essful Respondent must be in �ampliance with the 5tate's Policy on
LJtilizatian of Historically LJnderutilized Bus�nesses. ❑IR and Su�cessful
Res�ondent wiil agree on the number of �rder Fuifillers that are Histori�aiiy
LJnderutilized Busir�esses as defit�ed by the CPA.
B. In addition to the req��red 5ub�antra�#ing Plar�, 5uc�essf�I Respondent s�ail
provide ❑IR with the following Drder Fulfiller informatian: �rder Fulfiller r�ame,
�rder Fulfiller business address, Drder Fulfiller CPA Identification Number, Order
FuIfiller �anta�t person email add�ess and pho�e num�er.
C. ❑IR reserves the rig�t to require 5u�cessful Respflndent to res�ind any Drder
Fuifiller parti�ipation or request that Su��essful Respandent name additional
nrder Fulfillers should DIR determine it �s in the best interest of t�e 5tate.
D. 5uccessful Respor�dent shaI] be fully liable for its �rder Fulfillers` perfQrman�e
under and complian�e wit� the terms and condit�ons of this Contract. 5u��essf�I
Res�flndent shall enter into con�ra�ts with �rder Fulfillers and use �errris and
tonditions that are �onsistent with the terms and �onditions of this Contra�t.
E. 5uc�essful Respondent may qualify Drder Fulfillers and their parti�ipatian under
t�e Contra�t provided that: i} any cr�teria is unifarmly applied t� al1 potential
nrder Fulfillers based upon 5u��essful Respondent's establ�shed, neutrally
ap�lied criteria, ii] the criteria is not based on a pa�ti�ular pro�urement, and iii] all
Customers are supported under the �riteria.
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�IR Cantract No. DIR-CPO-5173
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F. 5uccessful Respondent shall not prohik�i� any Order Fulfiller fram parti�ipating in
o�her pro�urement oppartunities affered througl� DIR.
8.3 C�anges ir� Qrder Fulfiller
5uc�essful Respondent may add or remove �rder Fulfillers thraughout the term of this
Contract u�on writter� autharization by DIR. Prior t❑ adding ❑r removing �rder Fulfillers,
5u�cessful Responde�t must make a good faith effort tfl revise its 5u��ontra�ting Plan
in a�cordance with the 5tate's Poli�y on Litilizatian of Histori�a�iy U�derutilized
Businesses. 5u��essful Respand�nt shall provide ❑IR with its updated Sub�ontracti�g
Plan and the Order Fulfillers informatifln listed a#�a�e.
8.4 Order Fulfiller Rricing to Custvmer
nrder Fulfiller pricing t❑ the C�stvmer shall k�e in a�cordan�e witi� 5e�tion 5.
9 N�TIFICATIDN
All natices �nder this Contra�t shall be sent to a pa�ty at the res�e�tive address
indi�ated below.
If sent to the S#ate:
Lynn Hodde Blue or 5u�cessor in �ffi�e
Chief Pr�o�ur�ment �ffi�er
❑epar#ment ❑f InfQrmatifln Resources
3�D W. 15t�' St., 5uite 130a
Austin, Texas 787�1
Phone: �51 �] 475-47D0
If sent #o Successful Respondent:
Kate Hi�key
The 5anborn Map Corripany, Ir�c.
1935 Jamboree Dr, Suite 10�
Calarado Springs, CD 8a920
Phone: {b17] 447-2472
Email: khi�key@appgeo.�om
❑IR-CPfl-TMP-553 Page 6 of R
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�IR Cantract No. DIR-CPO-5173
The San6orn Map Campany, In�.- 133980333
`[+���]�iT►T!_1:���CM�►����1►1����:��1[�1�=[�1:���►►►1�����
9 a.1 S�ftware License Agreement
A. Customers a�quiring software li�enses under this Cont�act shall hald, use, and
vpe�ate su�� software subje�t t❑ com�lian�e with the Software Li�ense
Agreement. Customer and 5u�cessful Respondent may agree to additianal terms
and �onditians that do not diminish a term ❑r condition in the 5aftware Li�ense
Agreement, ❑r in any manner lesser� the rights or prote�tions of Customer or the
respons��ilities �r ]iabilities of Su�cessful Responde�t. S���essful Respondent
s�aIl make �he 5oftware LicQnse Agreement terms and conditiflns available to all
Customers at all times.
B. CompIian�e with the 5aftware Li�ense Agreement is the responsik�ility ❑f the
Customer. DIR shaI� not be respvnsi�le far any Customer's �om�lian�e with the
SQftware Li�ense Agreement.
'I D.� Service Agreemer�t
5ervices pravided under this Cantract shall be in accardan�e with the 5ervi�e Agreement
as se� farth in Appendix D❑f this Contra�t. N� �hanges t❑ the SQrvice Agreement terms
and �onditions may be made unless previously agreed t❑ by 5u�cessful Respondent and
DIR. Successful Res�andent and Customer may agree tv terms and �or�ditions that d❑ nQt
diminish ar lessen the rig�ts or prote�tiQns of the Customer ❑r t#�e respo�sibilities ❑r
liab�iities of 5u��essful Respondent.
17 CONFLICTING �R ADDITI�NAL TERMS
A. The terms and ��nditions of this Contract shall supersede any additional
confli�ting ❑r add�tional terms in any additional service agreements, stateme�t ❑f
work, and any ❑t�er provisio�s, terms, conditio�s, and li�ense agreements,
in�luding those whi�h may f�e affixed to ❑r a��am�any software upon delivery
[sametimes �alled shrink-wrap ❑r �li�k-wrap agrQements}, a�d any lin#ced or
supplemental documents, whi�h may k�e proposed, issued, ❑r a��epted by
5��cessful Respondent and Custamer in addition to this Contra�t �su�h additional
agreements, "Additionai Agreements"}, regardless of when su�h Additional
Agreements are propased, issued, ❑r accepted by Custamer. Natwithstanding the
foregaing, it is Custamer`s res�ansibility to re�iew any Additional Agreemer�ts t❑
❑IR-CPfl-TMP-553 Page 7 of R
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�ev.3�2��23
�IR Cantract No. DIR-CPO-5173
The San6orn Map Campany, In�.- 133980333
determine �f Customer a��epts such Additianal Agreement. If C�stomer does nat
a�cept su�h A�ditianal Agreement, Customer shall be responsible for negotiating
any changes thereto.
B. Any update ❑r amendment to an Additiflnal Agreement shall ❑nfy apply to
PurcI�ase Orders for t�e associated praduct or ser�ice offering after the effe�ti�e
date of such update or amendment; provided that, if 5u�cessful Respondent has
responded to a C�stomer's solicitatian or request for pri�ing, any subsequent
update or amendment to an Addi'tianal Agreement may ❑nly apply to a res�iting
Pur��ase Order if 5u��essful Res�ondent directly informs suc� Customer af su�h
update or amendment before the Purchase �rder is executed.
C. 5u��essful Respondent s�aII not �equire a�y Additional Ag�eement that: i]
dimin�shes the rights, #�enefits, ❑r pratections of Customer, or that alt�rs the
defi�itions, measurements, or methad for determini�g any aut�orized rights,
benefits, or prote�tions ❑f Cust�mer; ❑r ii} imposes additionai costs, burdens, or
❑bIigat�ons upon Custamer, ar that alters the defit�itians, measurements, or
method for determining any authorized ��sts, burdens, ❑r ❑bligations upon
Customer.
D. If 5uc�essful Res�Oandent attempts to do any of the faregfling, the prohibited
documents will be void and inapplicable to this Contra�t ❑r the P�r�hase Drder
k�etween 5u��essful Respondent and Custamer, and 5u�cessful Res�ondent will
nanetheless be abligated to perfo�m su�h Pur�hase Order withaut regard to the
prohi�ited da�uments, unless CustQme� ele�ts instead to terminate such
Pur��ase Order, whi�h in su�h �ase may k�e identified as a termination for �ause
against 5u�cessful Respondent.
1� AUTHORIZED ExCEPTI4NS TD APPENDIx A, STANDARD TERMS AND
C�NDITlONS
No ex�eptions have �een agreed to by DIR and 5u�cessful Respondent.
�R�mainder ❑f this page intentionally left b�ank.}
❑IR-CPfl-TMP-553 Page 8 of R
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�IR Cantract No. DIR-CPO-5173
Tha San6orn Map Campany, In�.- 133980333
This Contract is executed to �e effe�tive as ❑f the date of last signature.
The 5anbarn Map Company, inc.
Authorized gy: Si�atur� �n��le
Name: �,-.�t�--l�� ••
ii�faR�� ■.- _ .._�_t -
� . - F : � � • + �� � ■
The State of Texas, acting by and through the Department vf Informativn Resources
Authariied By: �1� �*���'o nn Gila
- . _...- :
� - � ■■ � � • � �� - � NRr�..a�� w�
�. - F' 1 •1� ■
❑�lC@ �'� t'i@Ilel'7� COU115@�. �IC7Ylatl IYP nr� File
� . - 1 : i • � � !
❑IR-CPfl-TMP-553 Page 9 of R
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Cooperative Purchase Agreement Exhibit B Page 7 of 10
EXHIBIT B
Texas Department of Information Resources
Cooperative Contract No. DIR-CPO-5173 Pricing Index
(ATTACHED)
DIR-CPO-5173
Appendix C: Pricing Index (Per Amendment 1)
The Sanborn Map Company, Inc.
BRAND/CATEGORY DISCOUNT % OFF
MSRP/LIST
Google Cloud 2.00%
BRAND/CATEGORY DISCOUNT % OFF
MSRP/LIST
Google Maps 1.00%
Google Cloud 1.00%
CARTO 1.00%
MapLarge 1.00%
HERE Technologies 1.00%
Giza Services 2.00%
MapGeo Services 2.00%
Vexcel Imaging 1.00%
BRAND/CATEGORY DISCOUNT % OFF
MSRP/LIST
Google Cloud 2.00%
BRAND/CATEGORY DISCOUNT % OFF
MSRP/LIST
AppGeo Staff 1.00%
IaaS Pricing
PaaS Pricing
MaaS Pricing
Related Services Pricing
Cooperative Purchase Agreement Exhibit C Page 8 of 10
EXHIBIT C
The Sanborn Map Company, Inc. Quote No. 846544000113488028
(ATTACHED)
�
s�r�borr�
geosp�tial
The Sanborn Map Company, Inc.
305 S. Rockrimmon Blvd, Suite 200
Colorado Springs CO, 80919
Account Name: City of Fort Worth, TX
BILL TO
City of Fort Worth, TX
275 W 13th Street
Fort Worth, TX 76102
United States
List Price Items
#
2
3
Description
VllY-SOY:Urban Areal'rueOrlho Slreaming w/On-Yrem
(us) (saN-v�Po-uTus)
Subscription for True orthomosaic, true color (RGB) and false-color
near-infrared (CIR) urban tiled 7.Scm GSD imagery. This includes
current and any archive data in the customer's AOI. One ()
On-Prem copy of orthomosaic true color (RGB), and false-color
near-infrared (CIR) 7.Scm GSD resolution, tiled imagery for an area
delineated as the Customer AOI. The specific survey date will be
noted in the quote/contract.
Units are in square kilometers.
VDP-PTL: Perpetual License (OnPrem) Urban Area True
orthos (us)(saN-v�pP-Puus)
A non-transferable license to use and retain a single survey of an
On-Prem copy of True orthomosaic, true color (RGB) and false-
color near-infrared (CIR) urban tiled 7.Scm GSD imagery. This
includes current and any archive data in the customer's AOI.
Units are in square kilometers.
VDP-STM: Urban Area Oriented Images (Nadirs and
Obliques) Streaming (US) (SAN-VDPS-NOUS)
Subscription for nadir and oblique true color (RGB), 7.Scm GSD
resolution, imagery data in urban areas.
Units are in square kilometers.
Months
48 maac
48 ma�c
48 max
Quote
Quote Number: 846544000113488028
Quote Valid Until: Oct 27, 2025
DIR Contract Number: DIR-CPO-5173
Contact Name: Natalie Watkins
SHIP TO
City of Fort Worth, TX
275 W 13th Street
Fort Worth, TX 76102
United States
Qty
2223
2223
2223
City of Fort Worth Core Imagery Program 2025 Valid Until: Oct 27, 2025
Confidential and Yraprietary. This proposal may be disclosed and distributed solely ta thase individuals who have a need to know and only for purposes of
evaiunting this proposal.
02023, The Sanborn Map Company, Inc., ALL RIGHTS RESERVED. "Sanborn" and "Sanborn Map" are Trademarks owned by The Sanborn Library, LLC, and used
under license by The Sanborn Map Company, Ine.
�
� s�r�b�rrr
� g�ospt�tiaf
The Sanborn Map Company, Inc.
305 S. Rockrimmon Blvd, Suite 200
Colorado Springs CO, 80919
Account Name: City of Fort Worth, TX
� �
# Description
C!
5
�
7
E:j
�
VDP-OND On-Demand:Premium 7.5cm (3") Orlhos and
Obliques (SAl��-VDPS-ODUS)
Quote
Quote Number: 846544000113488028
Quote Valid Until: Oct 27, 2025
DIR Contract Number: DIR-CPO-5173
Contact Name: Natalie Watkins
� �
Months
48 max
License for orthomosaic true color (RGB) 7.Scm GSD resolution with
oblique imagery for a customer specified area of interest. The
orthomosaic is generated using an automated seamline generation.
Mosaic artifacts may include seamline gaps and terrain distortion.
VDP-STM: Urban Area Urban Ortho Streaming (US) 48 max
(saN-VDPs-UTUs)
Subscription for orthomosaics, true color (RGB) and false-color
near-infrared (CIR) urban tiled 7.Scm GSD imagery. This includes
current and any archive data in the customer's AOI.
Units are in square kilometers.
VDP-STM: Wide Area Ortho Streaming (US) (SAN-
VDPS-WAUS)
Subscription for orthomosaic true color (RGB), and false-color
near-infrared (CIR) 5-20cm GSD resolution, tiled imagery. This
includes current and any archive data in the customer's AOI.
Units are in square kilometers.
VDP-STM: Elements Building Footprint Layer (US)
(SAN-VDPS-EFUS)
Subscription access to Elements Building Footprint Layer, which
includes polylines outlining the primary building's footprint.
Available via streaming.
Units are in square kilometers
VDP-STM: Elements Building Attributes Layer (US)
(SAN-VDPS-EBUS)
Subscription access to Elements Building Attributes Layer, which
includes attribute information about buildings. Available via
streaming.
48 max
48 ma�c
48 max
Units are in square kilometers
9 VDP-STM: Uray Sky Streaming (US) (SAN-VDPS-USUS) 48 max
Subscription access to post-catastrophe imagery (both current and
historical) offering by Vexcel through its partnership with GIC. Note
that due to conditions and urgency to collect this imagery, that this
Qty
'��
2293
2293
2293
��j
`��%IC3
City of Fort Worth Core Imagery Program 2025 Valid Until: Oct 27, 2025
Confidential and Yraprietary. This proposal may be disclosed and distributed solely ta thase individuals who have a need to know and only for purposes of
evaiunting this proposal.
02023, The Sanborn Map Company, Inc., ALL RIGHTS RESERVED. "Sanborn" and "Sanborn Map" are Trademarks owned by The Sanborn Library, LLC, and used
under license by The Sanborn Map Company, Ine.
�
� s�r�b�rrr
� g�ospt�tiaf
The Sanborn Map Company, Inc.
305 S. Rockrimmon Blvd, Suite 200
Colorado Springs CO, 80919
Account Name: City of Fort Worth, TX
� �
# Description
�
imagery is provided as-is and may contain imperfect image quality.
Units are in square kilometers.
10
11
VDP-STM: Elements DamageAssessment Layer (US)
(SAN-VDPS-EDUS)
Subscription access to Elements Damage Assessment Layer, which
includes attribute information for buildings impacting in a
catastrophic event. Available via streaming.
Units are in square kilometers
VDP-MGV Delivery: Multi-Government Access
(SAN-VDPS-MGUS)
Provides subscription access for subordinate tier associated
government entities.
*This option requires a VDP Imagery Subscription.
12 VDP-PFW: Public Facing Website (SAN-VDPS-PFUS)
Enables subscribers to publish VDP data as a base map on
webbased mapping applications hosted by the Subscriber on a
single Internet domain. VDP data is limited to tiled imagery, the
geographic boundary of the agency, and public users can only
access the VDP imagerythrough a web-based map, not through a
download.
*Requires a VDP data subscription
13 Vexcel Data Program API Access (SAN-VDPA-API)
Seamlessly integrate geospatial intelligence with the Vexcel Data
Program APIs. Whether building custom apps or enhancing existing
platforms, our APIs bridge the gap to valuable data. Features include
flexible integration, coverage, content, and metadata specific calls.
Quote
Quote Number: 846544000113488028
Quote Valid Until: Oct 27, 2025
DIR Contract Number: DIR-CPO-5173
Contact Name: Natalie Watkins
� �
Months
48 m�
48 m�
48 max
48 max
14 Vexcel Image Services for ArcGIS (SAN-VDPA-ISA) 48 max
This service provides access to the VDP subscription data through
Image Services for ArcG15 mosaic data and oriented imagery catalog
protocols. This is enterprise-wide access. The quantity represents
the number of years in the term.
Qty
2293
�
1
�
1
City of Fort Worth Core Imagery Program 2025 Valid Until: Oct 27, 2025
Confidential and Yraprietary. This proposal may be disclosed and distributed solely ta thase individuals who have a need to know and only for purposes of
evaiunting this proposal.
02023, The Sanborn Map Company, Inc., ALL RIGHTS RESERVED. "Sanborn" and "Sanborn Map" are Trademarks owned by The Sanborn Library, LLC, and used
under license by The Sanborn Map Company, Ine.
�
� s�r�b�rrr
� g�ospt�tiaf
The Sanborn Map Company, Inc.
305 S. Rockrimmon Blvd, Suite 200
Colorado Springs CO, 80919
Account Name: City of Fort Worth, TX
� � �
# Description
1 5 Vexcel Map Services (WMTS) (SAN-VDPA-MAP)
16
17
�
Quote
Quote Number: 846544000113488028
Quote Valid Until: Oct 27, 2025
DIR Contract Number: DIR-CPO-5173
Contact Name: Natalie Watkins
� �
Months
48 max
Seamlessly integrate ultra-high-resolution ortho imagery into your
third-party applications using our Web Map Tile Service (WMTS).
Leveraging the WMTS protocol as developed by the Open Geospatial
Consortium, this service allows users to display Vexcel's Ortho
imagery across multiple layers in third-party applications such as
ArcGIS, QGIS, and Global Mapper.
Vexcel Map Control SDK (SAN-VDPA-
SDK)
48 max
Vexcel Viewer (SAN-VDPA-VXV)
48 m�
Qty
VDP-STM: Elements Property Attributes Layer (US) 48 maac
(SAN-VDPS-EPUS)
Subsaiption access to Elements Properry Attributes Layer, which indudes
attribute information about properties. Avaflable via streaming. Units are
in square kilometers
1 Year Subscription: $191,560.32
*No perpetual licensing included
4 Year Subscription:
Year 1: $164,423.44
Year 2: $164,423.44
Year 3: $164,423.44
Year 4: $164,423.44
2293
Grand Total $ 657,693.75
Special Instructions:
Data Collection
• Vexcel will use commercially reasonable efforts to acquire the 7.Scm True Ortho and Nadir & Oblique imagery annually during off-leaf conditions subject to
bndgetary issues, weather and ground conditions, and air traffic control.
• tirban Arca 75cm Ortho imagcry acquisition is schedulcd to updatc annually.
I;lcmcnts
P,lemenLs: Properties Attributes (Impervious surface area and percentage only)
On premises delivery
For up to 4 lirUan 7.Scin True Ortho collections - years 2025, 2026> 2027, 2028.
PerpeLual licensing
For ¢p to 4 L'rban 7.San Trne Ortho collections - years 2025, 2026, 2027, 2028*
*Licensee may obtain perpehial rights if Licensee enters into a new agreement for Vexcel product on substantially similar terms that begins on the eapixation date of the
Term of attached Vescel License Agreement.
City of Fort Worth Core Imagery Program 2025 Valid Until: Oct 27, 2025
Confidential and Yraprietary. This proposal may be disclosed and distributed solely ta thase individuals who have a need to know and only for purposes of
evaiunting this proposal.
02023, The Sanborn Map Company, Inc., ALL RIGHTS RESERVED. "Sanborn" and "Sanborn Map" are Trademarks owned by The Sanborn Library, LLC, and used
under license by The Sanborn Map Company, Ine.
�
� s�r�b�rrr
� g�ospt�tiaf
The Sanborn Map Company, Inc.
305 S. Rockrimmon Blvd, Suite 200
Colorado Springs CO, 80919
Account Name: City of Fort Worth, TX
Terms and Conditions:
� � -
Quote Number: 846544000113488028
Quote Valid Until: Oct 27, 2025
DIR Contract Number: DIR-CPO-5173
Contact Name: Natalie Watkins
This quotation ("Quote") constitutes an offer by The Sanborn Map Company Inc., a Delaware corporation ("Sanborn"), to license the products set forth above to the party
identified as "City of Fort Worth, Texas" ("Fort Worth") pursuant to the Reseller Agreement dated June 17, 2022, between Vexcel and Sanborn. Port Worth agrees to the
terms set forth in the auached "End User License Agreement". Port Worth shall pay Sanborn the fee set forth under "Annual Invoices" above on the F.lCeceive Date and on
each anniversary on the Effective Date. In the event that Port Worth fails to make payment to Sanborn, all services provided to Port Worth will be suspended, and any
perpetual rights granted imder this Agreement shall be terminated. Acceptance of the offer is expressly li�nited to the terms of this Quote, and any conIlicting terms that Port
Worth purports to add upon acceptance (including, without limitation, terms set forth in any purchase order) are rejected. Any amendinent to the Quote must be in writing
and must be signed by authorized representatives of both Sanborn and Fort Worth. The offer is valid through the expiration date noted above unless revised or revoked earlier
by Sanborn.
Attached Sepaxately:
i. End User License Agreement
ii. Appendix A to EULA
iii. Appendix B lo RliI,A
iv. Appendix C to F.L'LA
v. Appendix D to EULA
vi. Appendix E to EULA
Billing Terms:
The Sanborn Map Company will invoice upon receipt of a signed quote or PO. Payment in full will be due upon receipt.
PI.EASE REMIT PAYMENT TO:
The Sanborn Map Company, Inc.
305 5. Rockrimmon, Suite 200
Colorado Springs, CO 809 9
Customer orders subject to applicable sales tax in: CA, CO, CT, DC, FL, GA, HI, IL, IN, K5, KY, LA, MA, MD, MI, MO, M5, NC, NM, NJ, NV, NY, OH, OK, PA, RI,
SC, TN, TX, VA, WA, WI
The terms and conditions of the Manufacturer's standard commercial license and subscription agreement are made a part if this quotation and shall
govern purchaser's use of any Manufacturer product. Contact The Sanborn Map Company Sales Rep if further information is required.
By providing your signature below, you are agreeing to all terms and conditions described in this quote.
Signed by: �Qf���
Dianna 6iordano (Od6, 202513:P:51 CDT)
City of Fort Worth, TX
Nar,,e: Dianna Giordano
r�cie:Assistant City Mana�er
nate: 10�06�2025
City of Fort Worth Core Imagery Program 2025 Valid Until: Oct 27, 2025
Confidential and Yraprietary. This proposal may be disclosed and distributed solely ta thase individuals who have a need to know and only for purposes of
evaiunting this proposal.
02023, The Sanborn Map Company, Inc., ALL RIGHTS RESERVED. "Sanborn" and "Sanborn Map" are Trademarks owned by The Sanborn Library, LLC, and used
under license by The Sanborn Map Company, Ine.
Cooperative Purchase Agreement Exhibit D Page 9 of 10
EXHIBIT D
Vexcel Imaging US, Inc. End User License Agreement
(ATTACHED)
Docusign Envelope ID: FC9F713E-49DD-4F8D-8E75-3E762BB52A4E
END USER LICENSE AGREEMENT
1. LICENSE TERMS
1.1. Standard License Grant. Subject to the additional terms set forth in A�pendix B(Terms and Conditions)
and Licensee's fulfillment of its payment obligations to The Sanborn Map Company, Inc., VeXcel grants Licensee a non-
exclusive, non-transferable right to use, reproduce, and modify the Product (including, without limitation, through the
creation of Derivatives) for Licensee's Internal Use.
1.2. Additional License Rights. Vexcel grants Licensee the following additional license rights:
LICENSE RIGHT
Public facin website on terms set forth in A endix D
Multi- overnment access ermitted on terms set forth in A endix E
The following Product may vest into perpetual rights under Section 13(b): 7.Scm 4-
band True Ortho for ima e ca tured in 2028
13. Retention of Product Durin� and After the Term.
(a) For "Subscription " Product. Licensee may store any Product identified in Appendix A as "subscription"
in its internal database for the duration of the Term, but must delete all such Product and any derivatives created from
such Product upon termination of the Term, other than as part of regular computer back-ups for the period such records
are normally archived so long as Licensee does not access such Product unless required to pursuant to an external audit or
legal proceedings.
(b) For "Vesting Perpetual " Product. If any Product identified as "subscription" in the product chart and is
also identified for vesting into perpetual rights under "Additional License Rights" in Section 1.2 above, then Licensee
may obtain the perpetual rights set forth in Section 13(cl below for such Product if Licensee enters into a new agreement
for Vexcel product on substantially similar terms as this EULA that begins on the expiration date of the Term of this
EULA. If Licensee does not enter into such a renewal agreement, then such Product will be subject to the retention rights
and obligations set forth in Section 13(a) above.
(c) For "Perpetual" Product. Licensee may retain indefinitely any Product identified in Appendix A as
"perpetual," and any derivatives made from such Product.
2. ACCESS. Licensee may access the Product as set forth in A�pendix A.
3. TERM. Four years from the effective date of the Purchase Order (the "Term"). If Licensee breaches the terms of
this EULA, Vexcel may immediately suspend Licensee's access to the Product and terminate the License. If, pursuant to
the Purchase Order, Licensee terminates the Purchase Order because funds (state and/or federal) are not appropriated or
otherwise made available to Licensee for the acquisition of aerial imagery and/or analytics, then the Term will be
shortened to such period and any perpetual retention rights in the Product will be forfeited and the Product will be subject
to the retention rights set forth in Section 13(a) above.
DEFINED TERMS. Capitalized terms have the meanings ascribed to them in Appendix C(Defined Terms).
Docusign Envelope ID: FC9F713E-49DD-4F8D-8E75-3E762BB52A4E
IN WITNESS WHEREOF, the Parties hereto have caused this EULA to be executed as of the date set forth below.
LICENSEE
Vexcel Imaging US, Inc.
DocuSigned by:
By• �b� Q6�,t,
Name: Rob Agee
Title: Chief Operating Officer
9/15/2025
Date:
The City of Fort Worth, Texas
By:
Name:
Title:
Date:
�W YV6"�
Dianna Giordano (Od 6, 202513:P:51 CDT)
Dianna Giordano
Assistant City Manager
10/06/2025
SIGNATURE PAGE TO EULA
Docusign Envelope ID: FC9F713E-49DD-4F8D-8E75-3E762BB52A4E
•
•�•
•�•
•
APPENDIX A TO EULA
PRODUCT, RETENTION RIGHTS, AND ACCESS
PRODUCT AND RETENTION RIGHTS4 SKU QUANTITY PER YEAR*
7.Scm True Ortho-RGB (subscription)
7.Scm True Ortho-CIR subscri tion VDPO-UTUS 2,223 square kilometers
7.Scm 4-band True Ortho-RGB&NIR (perpetual license for VDPP-PUUS 2,223 square kilometers
ima e ca tured in 2025-2027)
7.Scm Nadir & Obli ue-Com ressed subscri tion VDPS-NOUS 2,223 s uare kilometers
On-Demand: Premium 7.Scm Orthos and Obli ues VDPS-ODUS 100 s uare kilometers
7.Scm Refresh Ortho-RGB (subscription)
7.5 cm Refresh Ortho-CIR (subscri tion) VDPS-UTUS 2,293 square kilometers
15cm Ortho-RGB (subscription)
15cm Ortho-CIR subscri tion VDPS-WAUS 2,293 square kilometers
Elements: Buildin Foot rints subscri tion VDPS-EFUS U to 660,000 ro erties
Elements: Buildin Attributes subscri tion VDPS-EBUS U to 660,000 ro erties
VDPS-EPUS
Elements: Properties Attributes (Impervious surface area and (modified as Up to 660,000 properties
percentage only) (subscription) described to the
left)
Elements: Damage Assessments-All Available (subscription) VDPS-EDUS All damaged properties within the
AOI followin a catastro hic event.
Gray-Sky Imagery-All Available (subscription) VDPS-GSUS All Gray-Sky imagery within the
AOI ca tured durin the Term
7.Scm 4-band True Ortho-RGB&NIR (subscription for T04-OS-US 2�223 square kilometers
ima e ca tured in 2028
4 Vexcel will use commercially reasonable efforts to acquire the True Ortho and Nadir & Oblique imagery during off-
leaf conditions sub'ect to bud eta issues, weather and round conditions, and air traffic control.
*Aggregate consumption of Product denominated in square kilometers (versus properties) is limited to 76,750,000 tiles
er ear the "Tile Ca "
Sub'ect to additional retention ri hts set forth in Section 1 of the EULA.
AREA OF INTERST: The City of Fort Worth, Texas (approximately 2,293 square kilometers).
ACCESS: Vexcel API, ArcGIS, and map control SDK for all imagery Product. WMTS for current imagery only
(obliques cannot be accessed through WMTS). Elements available only via the Vexcel API. On-premises delivery for 4-
band True Ortho.
A-1
Docusign Envelope ID: FC9F713E-49DD-4F8D-8E75-3E762BB52A4E
•
•�•
•�•
•
APPENDIX B TO EULA
TERMS AND CONDITIONS
Licensee's use of the Product is subject to the following additional terms and conditions. Capitalized terms used
but not defined herein have the meaning ascribed to them in Appendix C(Defined Terms).
1. LICENSE RESTRICTIONS
1.1. Limitations on Use. Licensee shall not, and shall not permit its personnel or any third party to do any of
the following, except and solely to the eXtent expressly permitted by Section 1 of the EULA: (i) copy, reproduce, modify,
market, grant access to, display, distribute, sell, rent, lease, sublicense, assign, or commercially eXploit the Product or any
derivatives of the Product; or (ii) remove, bypass, or circumvent any electronic or other forms of protection included on or
with the Product.
1.2. No Adverse Impact on Ima�es. Licensee shall not modify the Product that is displayed publicly in such a
way that adversely affects any aspects of Product quality or accuracy, including but not limited to non-uniform scale
resizing, skewing, adjusting brightness, contrast, or saturation, introducing compression artifacts, or oversampling pixels.
13. Artificial Intelli�ence Proerams. If, in connection with permitted uses under any License, Licensee inputs
any Product or Derivatives into any type of artificial intelligence program that is "trained" on information submitted,
Licensee may only do so in a private instance of such program, such that none of the Product or Derivatives are available
for such programs to "train" for purposes of other instances that are available to third parties.
1.4. Use of Product Outside of License. If Licensee consumes additional Vexcel product through the Vexcel
API or otherwise that Licensee has not licensed under the Purchase Order or any other license agreement, then
(a) Licensee shall pay Vexcel Vexcel's current price for such product; and (b) the other terms of the EULA (or, at the
discretion of Vexcel more restrictive terms) shall apply to such product.
2. ACCESS AND SUPPORT
2.1. Access.
(a) If the Purchase Order provides that Licensee may access the Product through the Software (or a subset of
the Software), then Vexcel grants Licensee a non-exclusive, non-transferable right to use the Software (or such identified
subset) during the Term. Access to the Product through the Software may be impacted by the following:
(i) any services, hardware, or software provided by Licensee or by a third party, including issues
resulting from inadequate bandwidth or related to Licensee's or third-party software or services, such as cloud
platform services;
(ii) Licensee's use of the Product after Vexcel advised Licensee to modify Licensee's use of the
Product, if Licensee did not modify their use as advised;
(iii) Licensee's unauthorized action or lack of action when required, or unauthorized action or lack of
action when required by Licensee's employees, agents, contractors, or vendors, or anyone gaining access to the
Software by means of Licensee's passwords or equipment, or otherwise resulting from Licensee's failure to
follow appropriate security practices;
(iv) Licensee's failure to adhere to any required configurations, use supported platforms, follow any
policies for acceptable use, or Licensee engaging in excessive use or attempting to use the Product in a manner
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inconsistent with the features and functionality of the Product (for example, attempts to perform operations that
are not supported) or inconsistent with Vexcel's published guidance;
(v) faulty input, instructions, or arguments (for example, requests to access files that do not exist); or
(vi) Licensee's attempts to perform operations that resulted in Vexcel's throttling of suspected
abusive behavior.
(b) If Licensee is accessing the Product through the Software in such a way that Licensee's consumption of
imagery tiles results in excessive use, as reasonably determined by Vexcel, Vexcel will notify Licensee, and Licensee
shall work with Vexcel to adjust Licensee's consumption methods to reduce egress costs.
2.2. Access Securitv. Licensee must keep its users' login credentials, including without limitation usernames
and passwords, secure and confidential and must use commercially reasonable efforts to prevent unauthorized access to or
use of its account. Licensee must promptly notify Vexcel of any unauthorized access or use of the Product.
3. OWNERSHIP, ATTRIBUTION, AND SALES AND MARKETING
3.1. Ownership. Vexcel owns all right, title, and interest in the Product, all materials used by VeXcel to
provide the Product, all copies thereof and customizations and modifications thereto, and any trademarks and trade names
authorized by Vexcel (collectively, the "Vexcel Materials"). EXcept for the License, nothing herein transfers or conveys
to Licensee any right, title, or interest in the Vexcel Materials. Licensee shall not take any action with respect to Vexcel's
intellectual property that is inconsistent with the foregoing.
3.2. Attribution Requirements. Licensee shall not delete, alter, cover, or distort any copyright, trademark, or
other proprietary-rights notice placed by Vexcel on or in the Product. Licensee shall also ensure that any Product publicly
displayed contain the following copyright notice: �[YEAR] Vexcel Imaging US, Inc.
33. Sales and Marketin�. Neither Party may issue any press release regarding the other Party without the
written approval of the other Party (which in the case of Vexcel, must be an Authorized Representative), and Licensee
may not issue any press release regarding the Product without the written approval of an Authorized Representative of
Vexcel.
4. AUDITS. During the Term and for three years following the Term, Licensee shall maintain complete and
accurate records with respect to Licensee's activities pursuant to the EULA. Vexcel has the right, during normal business
hours and upon at least five-business-day notice, to have a reputable independent accounting firm selected by Vexcel,
which is subject to reasonable confidentiality obligations, audit Licensee's records (along with software processes and
code used to generate those records) relating to Licensee's use of the Product to verify that Licensee has complied with
the terms and conditions of the EULA.
5. COVENANTS
5.1. Compliance with Laws. The Parties shall comply with all applicable laws and regulations in performing
their obligations under the EULA, including all applicable employment, tax, data-privacy, export-control, and
environmental laws and regulations; provided that Vexcel's compliance with applicable data-privacy laws and regulations
is conditioned upon Licensee's compliance with Section 5.4 of these Additional Terms (No PII). The Parties shall not
export, re-export, sell, resell, or transfer any third-party data or any export-controlled commodity, technical data, or
software (a) in violation of any law, regulation, order, policy, or other limitation imposed by the United States (including
the United States Export Administration regulations and the Canadian Export and Import Permits Act) or any other
government authority with jurisdiction; (b) to any country in violation of any applicable embargo; or (c) to any country for
which an export license or other governmental approval is required at the time of export, without first obtaining all
necessary licenses or equivalent. Without limiting the foregoing, the Parties shall comply with the United States Foreign
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Corrupt Practices Act and any anti-bribery or similar law or regulation in any jurisdiction where business is conducted or
services performed in connection with the EULA.
5.2. Compliance with Terms of Goo�le Maps/Goo�le Earth for Viewer Use. The Viewer may use geocoding
services accessed from Google Maps/Google Earth. If Licensee accesses the Product through the Viewer, Licensee shall
comply with the Google Maps/Google Earth Additional Terms of Service posted at
https://www.google.com/intl/en us/help/terms_maps.html (the "Google-Maps Terms") when using any Google
geocoding services. If there is any inconsistency between the EULA and the Google-Maps Terms on the other hand, the
Google-Maps Terms will control.
5.3. FCRA. Licensee acknowledges and agrees that the Product is not a consumer report (as defned in the
Fair Credit Reporting Act ("FCRA")) and may not be used for any purpose permitted by the FCRA.
5.4. No PII. Licensee shall not share any PII with Vexcel when accessing or using the Product in any manner.
Vexcel does not accept PII associated with Licensee's licensing of the Product and hereby rejects any submissions of PII.
5.5. No Reverse-En�ineering. Licensee shall not reverse engineer, decompile, or otherwise attempt to derive
the source code, techniques, processes, algorithms, know-how, or other information from the executable code portions of
the Software, except to the extent allowed by applicable law.
6. WARRANTIES
6.1. Warranties bv Vexcel. Vexcel warrants to Licensee that Vexcel either owns or has procured the right to
license all intellectual property rights necessary for Vexcel to license the Product (excluding any open-source content) to
Licensee; provided, however, that any sample code that Vexcel provides to Licensee to support Licensee's use of the
Software is not included in this warranty and is instead subject to the warranty disclaimers set forth in Section 6.4 of these
Additional Terms (Disclaimer).
6.2. Warranties bv Licensee. Licensee warrants that it owns or has the full right and authority to license any
materials that it intends to integrate with the Product, and that such integration will not violate any third-party intellectual
property rights. Licensee warrants that the Derivatives will not violate any third-party intellectual property rights.
63. Warranties bv Both Parties. Each Party warrants to the other Party that (a) it has full rights, power, and
authority to undertake the obligations and duties set forth in the EULA or otherwise necessary for the grant of rights and
licenses effected; and (b) it has not entered into any other agreements, nor will it enter into any other agreements, that
would render it incapable of satisfactorily performing its obligations and duties hereunder.
6.4. Disclaimer. THE WARRANTIES SET FORTH IN SECTION 6.1 ARE THE EXCLUSIVE
WARRANTIES MADE BY VEXCEL WITH RESPECT TO THE PRODUCT. EXCEPT AS SET FORTH IN
SECTION 6.1 WITH RESPECT TO THE PRODUCT, THE PRODUCT AND THE SOFTWARE ARE PROVIDED "AS
IS" WITHOUT ANY WARRANTY OF ANY KIND, AND VEXCEL DISCLAIMS (TO THE GREATEST EXTENT
PERMISSIBLE UNDER APPLICABLE LAW) ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY,
OR OTHERWISE, RELATING TO THE PRODUCT AND THE SOFTWARE, INCLUDING BUT NOT LIMITED TO
ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-
1NFRINGEMENT, MISAPPROPRIATION OF 1NTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY,
CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF 1NFORMATION, CONTENT, OR RESULTS, OR
CONDITIONS ARISING UNDER ANY OTHER LEGAL REQUIREMENT. VEXCEL DOES NOT WARRANT THAT
(a) THE PRODUCT OR THE SOFTWARE WILL MEET THE BUSINESS REQUIREMENTS OF LICENSEE; (b) THE
PRODUCT OR THE SOFTWARE WILL BE ACCESSIBLE, AVAILABLE, ACCURATE, CURRENT, OR
COMPLETE, OR THAT THE OPERATION OF THE PRODUCT OR THE SOFTWARE WILL BE COMPLETELY
SECURE, ERROR-FREE, OR UNINTERRUPTED; OR (c) ALL ERRORS WILL BE CORRECTED. VEXCEL SHALL
HAVE NO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS IN ACCESS TO OR USE OF THE PRODUCT
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OR SOFTWARE RESULTING FROM USE OF THE 1NTERNET AND/OR TELECOMMUNICATIONS
CONNECTIONS OR EQUIPMENT. THE SUPPLIERS OF VEXCEL MAKE NO DIRECT WARRANTY OF ANY
K1ND TO LICENSEE UNDER THE EULA.
7. RESERVED
8. INDEMNIFICATION
8.1. Indemnification of VexceL Unless not permitted pursuant to the law governing Licensee, Licensee shall
indemnify, defend, and hold harmless Vexcel and its Affiliates, employees, officers, directors, and shareholders from any
third-party claim that arises from (a "Vexcel Claim") (a) an allegation that any Derivative (except to the extent the claim
is based on the Product on a stand-alone basis), or any products or services provided by Licensee or a third party that are
bundled, sold, or used with the Product under the EULA, infringe any intellectual property rights of a third party; (b) use
of the Product or Derivatives; or (c) any failure by Licensee or any user it allows to access the Product to comply with all
applicable laws and regulations. Licensee shall pay reasonable attorneys' fees incurred by Vexcel in connection with any
Vexcel Claim.
8.2. Indemnification of Licensee. Vexcel shall indemnify, defend, and hold harmless, Licensee and its
employees, officers, directors, and shareholders from any third-party claim that arises from (a "Licensee Claim") an
allegation that the Product infringes any copyright rights of such third party. Vexcel shall pay reasonable attorneys' fees
incurred by Licensee in connection with any Licensee Claim. This indemnification obligation shall not apply to any
claims arising from the modification of the Product where the infringement would not have occurred but for the
modification. This obligation is subject to a cap equal to the 12-Month Fee Amount.
83. Indemnification Procedures. Each Party's indemnification obligations set forth in this section are subject
to the conditions that the indemnified party (the "Indemnitee") must (a) notify the indemnifying party (the "Indemnitor")
promptly in writing of such claim, provided that Indemnitee's failure to so notify shall not relieve Indemnitor of its
obligations except to the extent that Indemnitor is actually prejudiced by such failure to give prompt notice; (b) fully
cooperate with Indemnitor, at Indemnitor's expense, in the defense or settlement of such claim; and (c) give the
Indemnitor sole control of the defense and settlement of any claim so long as such settlement is either (i) approved in
writing by the Indemnitee (and in the case of Vexcel, by an Authorized Representative); or (ii)(A) is for monetary
damages only; (B) does not involve any finding or determination of wrongdoing or violation of law by the Indemnitee;
and (C) provides for a full, unconditional, and irrevocable release of the Indemnitee in connection with such claim. The
indemnity provided under this section shall be the sole and exclusive remedy for any third-party claim.
LIABILITY
9.1. Licensee's Liabilitv.
(a) Limitation of Licensee's Liability. Vexcel may recover, at Vexcel's election, one of the following forms
of damages for a breach of the EULA (to the exclusion of any other forms of damages, whether based on contract, statute,
or tort):
(i) documentable damages that arise directly from Licensee's breach of the EULA, subject to a
maximum liability equal to (A) three times the 12-Month Fee Amount for a breach of the License; and (B) the 12-
Month Fee Amount for any other breach of the EULA.
(ii) in the event of a breach of the License only, liquidated damages as contemplated by the statutory
damages provision of the Copyright Act, 17 U.S. Code §504(c), subject to a cap equal to three times the 12-
Month Fee Amount. For purposes of determining breach of the License and the calculation of liquidated damages,
an image is infringed when it is improperly downloaded, improperly distributed, or used in the preparation of
derivative works after being improperly downloaded. This liquidated-damages provision applies whether or not
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Vexcel has filed for a copyright registration in connection with such image. Licensee shall reimburse Vexcel for
its reasonable attorneys' fees and expenses and for investigation fees incurred by Vexcel in enforcing its rights
under the EULA. The Parties acknowledge that this calculation of damages is reasonable as proportionate to the
potential losses arising from the unauthorized use of the Product in light of the proprietary intellectual property
that VeXcel has developed to maintain a competitive business advantage and the compleXity of determining the
monetary harm caused by misappropriation of that intellectual property through a License breach.
(b) Licensee's Liability for Acts of Certain Third Parties. Licensee is liable for the acts and/or omissions of
its Affiliates, employees, consultants, and any third-party users who access or use the Product directly or indirectly
through Licensee. Any act or omission by any such third party that would constitute a breach of the EULA if such third
party were a party to the EULA shall be deemed a breach of the EULA by Licensee.
9.2. Vexcel's Liabilitv.
(a) Limitation of Vexcel's Liability. If VeXcel breaches the EULA for any reason other than pursuant to
Section 6.1 of these Additional Terms (Warranties by VeXcel) (for which the exclusive remedy is set forth therein),
Licensee may recover documentable damages that arise directly from Vexcel's breach of the EULA (to the exclusion of
all other damages, whether based on contract, statute, or tort), subject to a maximum liability equal to the 12-Month Fee
Amount.
(b) T�excel's Liability for Acts of Certain Third Parties. Vexcel is liable for the acts and/or omissions of its
Affiliates, employees, and consultants. Any act or omission by any such third party that would constitute a breach of the
EULA if such third party were a party to the EULA shall be deemed a breach of the EULA by Vexcel.
10. GENERAL
10.1. Entire A�reement; Amendments; Waiver. The EULA sets forth the entire understanding and agreement
of the Parties and supersedes any oral or written agreements or understandings between the Parties as to the subject matter
of the EULA including, without limitation, any click-through agreement located on Vexcel's website, any terms in any
purchase order or acknowledgment provided by Licensee, and any confidentiality or non-disclosure agreement executed
between the Parties prior to the Effective Date. The EULA may only be changed by a written agreement signed by both
Parties. The waiver of a breach of any provision of the EULA will not operate or be interpreted as a waiver of any other or
subsequent breach.
10.2. Non-Exclusive. The relationship established by the EULA is non-exclusive and Vexcel may market,
advertise, promote, sell, and distribute any Vexcel product on a stand-alone basis or as incorporated or bundled with other
products or services, to any third party, including prospective or existing customers of Licensee.
103. No Partnership. The EULA shall not be construed to establish any form of partnership, agency, or other
joint venture between Vexcel and Licensee. Each Party shall act as an independent contractor and not as an agent of the
other Party.
10.4. Force Majeure. If the performance of any obligation under the EULA is prevented, restricted, or
interfered with by reason of tornado, hurricane, storm, fire, flood, earthquake, explosion, pandemic, or other casualty or
accident or act of God; strikes or labor disputes; inability to procure or obtain delivery of parts, supplies, power,
telecommunication services, equipment or software from suppliers, war or other violence; any law, order proclamation,
regulation, ordinance, demand, or requirement of any governmental authority (other than the Licensee or another
governmental entity under the Licensee's control, unless such action was required due to another force majeure event as
described herein); or any other act or condition whatsoever beyond the reasonable control of the affected Party, the Party
so affected will be excused from such performance to the extent of such prevention, restriction, or interference; provided,
however, that the Party so affected shall take reasonable steps to avoid or remove such cause of non-performance and
shall resume performance hereunder whenever such causes are removed.
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10.5. Iniunctive Relie£ Any material breach of the EULA by either Party may cause irreparable injury and
monetary damages may not be a sufficient remedy. Each Party is entitled to equitable relief, including injunctive relief
and specific performance, in the event of a breach, and the breaching Party waives the defense that there is an adequate
remedy at law. The above will not be construed to limit the remedies available to any Party.
10.6. Cumulative Remedies. EXcept as otherwise set forth in the EULA, all rights and remedies provided in the
EULA are cumulative and not exclusive. The exercise by either Party of any right or remedy does not preclude the
exercise of any other rights or remedies that may now or subsequently be available at law, in equity or otherwise, in the
EULA or any other agreement between the Parties.
10.7. Governing Law. Any disputes arising out of this EULA shall be governed by the laws of the state of the
United States in which the Licensee is located, without giving effect to its conflict of law rules.
10.8. Assi�nment. Neither Party may assign nor transfer, by operation of law or otherwise, the EULA or any of
its rights under the EULA to any third party without the other Party's prior written consent (in the case of Vexcel, such
consent to be provided by an Authorized Representative) unless such party is a Permitted Assignee. Any attempted
assignment or transfer in violation of the foregoing will be null and void. The EULA shall be binding upon and inure to
the benefit of the Parties hereto and their respective successors and permitted assigns and shall not confer any rights or
remedies upon any person or entity not a party hereto.
10.9. Notice. Licensee's contact information is set forth in the Purchase Order and Vexcel's notice information
is set forth below. Contact information may be updated by either Party by providing written notice. Any notice under the
EULA must be in writing and delivered by personal delivery, overnight courier, confirmed e-mail, or certified or
registered mail, return receipt requested, and will be deemed given upon personal delivery, one day after deposit with an
overnight courier, five days after deposit in the mail, or upon confirmation of receipt of email.
Vexcel Imaging US, Inc.
12503 E Euclid Dr., Ste 20
Centennial, CO 801ll
legal@vexcelgroup.com
10.10. No Presumption Against Drafter. In executing this EULA, each Party acknowledges that it has had the
opportunity to seek the advice of independent counsel and that it has read and understood all the terms and conditions of
the EULA. The EULA will not be construed against either Party by reason of the drafting or preparation of the EULA.
10.11. Section Headin�s. The headings or captions used in the EULA are for reference purposes only
and are not intended to be used or relied upon in interpreting or enforcing the EULA.
10.12. Severabilitv. To the extent that any provision, portion, or extent of the EULA is deemed to be invalid,
illegal, or unenforceable, such provision, portion, or extent shall be severed and deleted or limited to give effect to the
intent of the Parties insofar as possible, and the remainder of the EULA shal I remain binding upon the Parties.
10.13. Survival. Provisions of the EULA requiring performance or fulfillment after the termination of the EULA
survive such termination. Without limiting the generality of the foregoing sentence, the provisions of the EULA relating
to ownership, Confidential Information, warranty disclaimer, and limits of liability shall survive the termination of the
EULA.
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•�•
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APPENDIX C TO EULA
DEFINED TERMS
"12-Month Fee Amount" means (a) the highest amount of fees paid or payable in any 12-month period
during the Term; or (b) if less than 12 months have elapsed before the event that created the breach, then the fees
paid or payable for such shorter period (inclusive of the event giving rise to the breach), extrapolated for a full 12-
month period.
"Additional Terms" means the Terms and Conditions set forth in Appendix B.
"Affiliate" means an entity that Controls, is Controlled by, or is Controlled by an entity that Controls a
Party.
"Authorized Representative" means the Chief Executive Officer, Chief Financial Ofiicer, or Chief
Operating Officer of Vexcel.
"Commercial Purpose" means redistribution, retransmission, or publication for the benefit of a third
party, regardless of whether it is done in exchange for a fee or other consideration, which may include, without
limitation: (a) advertising; (b) use in marketing and promotional materials and services; (c) use in any materials or
services for which fees are received; and (d) use in any book, news publication, or journal.
"ControP' means, directly or indirectly, the power to direct or cause the direction of the management and
policies an entity, whether through the ownership of voting securities, by contract, or otherwise.
"Derivatives" means works that are created by analyzing the imagery Product and extracting features and
attributes from the Product, specifically excluding any portion of the images or pixels themselves.
`Bffective Date" means the first day of the Term.
"EULA" means the End User License Agreement entered into by Licensee and Vexcel.
"FCRA" has the meaning set forth in Section 53 of the Additional Terms.
"Google-Maps Terms" has the meaning set forth in Section 5.2 of the Additional Terms.
"Indemnitee" has the meaning set forth in Section 8.3 of the Additional Terms.
"Indemnitor" has the meaning set forth in Section 8.3 of the Additional Terms.
"Internal Use" means internal business purposes and not for any Commercial Purpose.
"License" means the license set forth in Section 1 of the EULA.
"Licensee" means the party identified as Licensee in the signature block of the EULA.
"Licensee Claim" has the meaning set forth in Section 8.2 of the Additional Terms.
"Parties" means VeXcel and Licensee.
"Permitted Assignee" means (a) an Affiliate; or (b) any successor to a Party's business or assets, whether
by merger, sale of assets, sale of stock, reorganization, or otherwise.
"Pll" means information that can be used to distinguish or trace an individual's identity, either alone or
when combined with other personal or identifying information that is linked or linkable to a specific individual.
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"Product" means Vexcel's off-the-shelf digital imagery, metadata, and analytics set forth in set forth in
Appendix A to the EULA that are generally made available to Vexcel's customers for the geographic area set
forth in Appendix A.
"Purchase Order" means the agreement pursuant to which Licensee sublicenses the Product from The
Sanborn Map Company, Inc.
"Software" means all code provided by Vexcel used to access the Product, including but not limited to the
Vexcel API, the Viewer, and Vexcel's map control SDK. For clarity, the WMTS service is provided via the
Vexcel API.
"Term" has the meaning set forth in Section 3 of the EULA.
"Tile Cap" has the meaning set forth in Appendix A.
"VexceP' means Vexcel Imaging US, Inc., a Delaware corporation.
"Vexcel APP' means the Representational State Transfer (REST) application programming interface that
Vexcel currently provides to its customers that enables a user to access the Product.
"Vexcel Claim" has the meaning set forth in Section 8.1 of the Additional Terms.
"Vexcel Materials" has the meaning set forth in Section 3.1 of the Additional Terms.
"Viewer" means Vexcel's browser-based viewing application that allows users to interact with the
Product.
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APPENDIX D TO EULA
ADDITIONAL LICENSE RIGHTS:
PUBLIC-FACING WEBSITE
Vexcel grants Licensee the right to display the Product on a public facing website in a non-downloadable
format; provided, however, that traffic from such website will be included in calculating Licensee's consumption
and compliance with the Tile Cap.
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APPENDIX E TO EULA
ADDITIONAL LICENSE RIGHTS:
MULTI-GOVERNMENT ACCESS
Vexcel grants local government entities that are associated with Licensee the rights set forth in the
License as if each such entity were included in the definition of Licensee so long as Licensee obligates such entity
to abide by the terms of the EULA.
E-1
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EXHIBIT E
Conflict of Interest Questionnaire
(ATTACHED)
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEUSEONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An
offense under this section is a misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
Not Applicable
2
� Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information is being disclosed.
Not Applicable
Name of Officer
4 Describe each employment or other business relationship with the local government officer, or a family member of the
officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIQ as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
� Yes � No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
� Yes ✓� No
5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
6
� Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
7
�� `t'/� 09/22/2025
Signature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code � 176.003(a)(2)(A) and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
���
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any
gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
CITY COUNCIL AGENDA
Create New From This M8�C
DATE: 9/30/2025 REFERENCE **M&C 25-
NO.: 0914
CODE: C TYPE: CONSENT
LOG NAME:
PUBLIC
HEARING:
�'��T �'4�a�ri i
-�Y-
04SANBORN GEOSPATIAL
IMAGING COOPERATIVE
AGREEMENT
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SUBJECT: (ALL) Authorize the Execution of a Contract in an Annual Amount up To $164,423.44 with
The Sanborn Map Company, Inc., for the Information Technology Solutions Department
using a Cooperative Agreement, for Geospatial Imaging Services with a Three-Year Term
and One Mandatory One-Year Renewal for a Four-Year Total Contract Amount of
$657,693.75, and Authorize One (1) Additional One-Year Renewal Option
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a contract in an annual amount up
to $164,423.44 with The Sanborn Map Company, Inc., for the Information Technology Solutions
Department using State of Texas Department of Information Resources Cooperative Contract No. DIR-
CPO-5173, for Geospatial Imaging Services with a three-year term and one mandatory one-year
renewal for a total four-year contract amount of $657,693.75, and authorize one (1) additional one-
year renewal option.
DISCUSSION:
This Mayor and Council Communication (M&C) is to request authorization to execute an agreement in
an annual amount up to $164,423.44 for mapping services for the Information Technology Solutions
Department (IT Solutions). The contract with The Sanborn Map Company, Inc. (Sanborn) will be
based on State of Texas Department of Information Resources (DIR) Cooperative Contract DIR-CPO-
5173 and have a four (4) year term with a total contract amount of $657,693.75.
IT Solutions will use the agreement with Sanborn to purchase an annual subscription for geospatial
imaging services. Services include a subscription for access to and use of Vexcel aerial imagery and
geospatial data program for integration into the City's existing mapping software; primarily ESRI
mapping software. The City has historically used Nearmap US, Inc. (most recently authorized by M&C
25-0132 and expiring in October 2025) and its Orthorectified imagery (orthoimagery) aerial
photography for aerial imagery of city limits and extraterritorial jurisdiction. Upon expiration of City
Secretary Contract No. 52864, Nearmap requires the City to delete all historical Orthoimagery
provided during the term of the agreement.
Over the past year, IT Solutions has sourced replacement data for the 2020, 2021, 2022, 2023, and
2024 aerial imagery currently provided by Nearmap. The agreement with Sanborn will allow for future
mapping data to be perpetually available to the City; allowing continued use by multiple City
departments to support accurate stormwater billing fees, assessment of municipal ordinance
compliance, and monitoring of land use and infrastructure changes.
Funding will be available for the agreement within the Information Technology Systems Fund upon
adoption of the Fiscal Year 2026 Operating budget.
COOPERATIVE PURCHASE — State law provides that a local government purchasing an item under a
cooperative purchasing agreement satisfies State laws requiring that the local government seek
competitive bids for purchase of the item. Cooperative contracts have been competitively bid to
increase and simplify the purchasing power of local government entities across the State of Texas.
SUCCESSOR CONTRACTS — The City will initially use the DIR cooperative agreement to make
purchases authorized by this M&C. In the event the cooperative agreement is not renewed, staff would
cease purchasing at the end of the last purchase agreement coinciding with a valid cooperative
contract. If the City Council were to not appropriate funds for a future year, staff would stop making
purchases when the last appropriation expires, regardless of whether the then-current purchase
agreement has expired.
If the cooperative agreements are extended, this M&C authorizes the City to purchase similar products
under the extended contract. In the event a cooperative agreement is not extended, but vendor and
cooperative purchasing agency execute new cooperative agreement(s) with substantially similar
terms, this M&C authorizes the City to purchase the products under the new contract(s). If this occurs,
in no event will the City continue to purchase goods and services under the new agreement beyond
August 2030 without seeking Council approval.
ADMINISTRATIVE CHANGE ORDER — An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not
require specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERMS — Upon City Council approval and execution of the agreement, this contract
shall begin upon execution and expire August 31, 2028, in alignment with the underlying cooperative
agreement. Because pricing was quoted on a 4-year basis, the first one-year renewal is mandatory.
RENEWAL OPTIONS — This agreement may be renewed for one additional one-year term in
accordance with the underlying DIR cooperative contract, at the City's option. This action does not
require specific City Council approval provided that the City Council has appropriated sufficient funds
to satisfy the City's obligations during the renewal period.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation, and upon adoption
of the Fiscal Year 2026 Budget by the City Council, funds will be available in the Fiscal Year 2026
Operating Budget, as appropriated, in the Info Technology Systems Fund to support execution of the
agreement. Prior to an expenditure being incurred, the Information Technology Solutions Department
has the responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID �D I Year �(Chartfield 2)
Submitted for City Manager's Office by_ Dianna Giordano (7783)
Originating Department Head: Kevin Gunn (2015)
Additional Information Contact: Mark DeBoer (8598)
ATTACHMENTS
FID Table 04SANBORN GEOSPATIAL IMAGING COOPERATIVE AGREEMENTv2.xlsx (CFW Internal)
Form 1295 Certificate Fort Worth signed.pdf (CFW Internal)