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HomeMy WebLinkAbout064074-A1 - General - Contract - The Sanborn Map Company, Inc.CSC No. 64074-A1 FIRST AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO. 64074 This First Amendment to Fort Worth City Secretary Contract No. 64074 ("First Amendment") is made between the City of Fort Worth ("City,") 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 a "party" and collectively referred to as the "parties." WHEREAS, City and Vendor entered into an Agreement identified as City Secretary Contract No. 64074, effective October 6, 2025 (the "Agreement"); and WHEREAS, the Agreement includes Exhibit D Vexcel Imaging US, Inc. End User License Agreement; and WHEREAS, the parties now desire to amend the Agreement to replace Exhibit D with an Amended and Restated Vexcel Imaging US, Inc. End User License Agreement. NOW THEREFORE, known by all these present, City and Vendor, acting herein by and through their duly authorized representatives, agree to the following terms, which amend the Agreement as follows: I. AMENDMENTS 1. The Agreement is hereby amended to replace Exhibit D Vexcel Imaging US, Inc. End User License Agreement in its entirety with the updated Exhibit D attached to this First Amendment and incorporated herein for all purposes. 2. The total annual amount of the Agreement will remain at an amount not to exceed $657,693.75. II. MISCELLANEOUS All other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. [Signature Page Follows] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment to Fort Worth City Secretary Contract No. 64074 Paget of 3 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth By: Dianna Giordano (Dec 16, 2025 09:41:33 CST) Name: Dianna Giordano Title: Assistant City Manager Date: 12/16/2025 Approval Recommended: By: Name: Title: Attest: By: Name: Title: Kevin Gunn Director, IT Solutions Department Jannette S. Goodall City Secretary VENDOR: The Sanborn Map Company, Inc. By:ge�lef' Name: Jon R Copple Title: CEO Date: 12/10/2025 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: Name: Title: f Steven Vandever (Dec 11, 202516:33:51 CST) Steven Vandever Sr. IT Solutions Manager Approved as to Form and Legality: By: Candace Pagliara(Dec 15,202510:59:23 CST Name: Candace Pagliara Title: Sr. Assistant City Attorney Contract Authorization: M&C: 25-0914 Approval Date: 09/30/2025 Form 1295: 2024-1237350 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment to Fort Worth City Secretary Contract No. 64074 Page 2 of 3 EXHIBIT D Amended and Restated Vexcel Imaging US, Inc. End User License Agreement (Attached) First Amendment to Fort Worth City Secretary Contract No. 64074 Page 3 of 3 Docusign Envelope ID: E20860AF-58F9-4DD9-ACDE-OD5DA31 E1 E57 END USER LICENSE AGREEMENT 1. LICENSE TERMS 1.1. Standard License Grant. Subject to the additional terms set forth in Appendix 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 facing website on terms set forth in Appendix D Multi -government access permitted on terms set forth in Appendix E Sublicensees permitted on terms set forth in Appendix F. Retention of Derivative Works permitted on terms set forth in Appendix G. The following Product may vest into perpetual rights under Section 1.3(b): 7.5cm 4- band True Ortho for imagery captured in 2028 1.3. Retention of Product During 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 1.3(c) 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 1.3(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 Appendix 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 1.3(a) above. 4. DEFINED TERMS. Capitalized terms have the meanings ascribed to them in Appendix C (Defined Terms). Docusign Envelope ID: E20860AF-58F9-4DD9-ACDE-OD5DA31 E1 E57 IN WITNESS WHEREOF, the Parties hereto have caused this A&R EULA to be executed as of the date set forth below Vexcel Imaging US, Inc. DocuSigned by: 0ate, By: Name: Rob Agee Title: Chief Operating Officer Date: 12/9/2025 LICENSEE The City of Fort Worth, Texas 1AW Y VG"11w— By: Dianna Giordano (Dec 16, 2025 09:41:33 CST) Name: Dianna Giordano Title: Assistant City Manager Date: 12/16/2025 SIGNATURE PAGE TO A&R EULA Docusign Envelope ID: E20860AF-58F9-4DD9-ACDE-OD5DA31 E1 E57 VEXCEL IMAGING APPENDIX A TO EULA PRODUCT, RETENTION RIGHTS, AND ACCESS PRODUCT AND RETENTION RIGHTSA SKU QUANTITY PER YEAR* 7.5cm True Ortho-RGB (subscription) VDPO-UTUS 2,223 square kilometers 7.5cm True Ortho-CIR (subscription) 7.5cm 4-band True Ortho-RGB&NIR (perpetual license for VDPP-PUUS 2,223 square kilometers imagery captured in 2025-2027 7.5cm Nadir & Oblique -Compressed (subscription) VDPS-NODS 2,223 square kilometers On -Demand: Premium 7.5cm Orthos and Obliques VDPS-ODUS 100 square kilometers 7.5cm Refresh Ortho-RGB (subscription) 2,293 square kilometers 7.5 cm Refresh Ortho-CIR(subscription)VDPS-UTUS 15cm Ortho-RGB (subscription) VDPS-WAUS 2,293 square kilometers 15cm Ortho-CIR subscription Elements: Building Footprints (subscription) VDPS-EFUS Up to 660,000 properties Elements: Building Attributes (subscription) VDPS-EBUS Up to 660,000 properties 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 following a catastrophic event. Gray -Sky Imagery -All Available (subscription) VDPS-GSUS All Gray -Sky imagery within the AOI captured during the Term 7.5cm 4-band True Ortho-RGB&NIR (subscription for T04-OS-US 2,223 square kilometers imagery captured in 2028 A Vexcel will use commercially reasonable efforts to acquire the True Ortho and Nadir & Oblique imagery during off - leaf conditions subject to budgetary issues, weather and ground conditions, and air traffic control. *Aggregate consumption of Product denominated in square kilometers (versus properties) is limited to 76,750,000 tiles per year the "Tile Cap"). Subject to additional retention rights 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 APL On -premises delivery for 4- band True Ortho. I_wI Docusign Envelope ID: E20860AF-58F9-4DD9-ACDE-OD5DA31 E1 E57 VEXCEL IMAGING 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 parry 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 Images. 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. 1.3. Artificial Intelligence Programs. 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 parry, 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 :I Docusign Envelope ID: E20860AF-58F9-4DD9-ACDE-OD5DA31 El E57 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 Security. 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. 3.3. Sales and Marketing. 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. ,��MIXVml l _ i 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 �iJ Docusign Envelope ID: E20860AF-58F9-4DD9-ACDE-OD5DA31 El E57 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 Google Maps/Google 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.httnl (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 defined in the Fair Credit Reporting Act ("FCRA")) and may not be used for any purpose permitted by the FORA. 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 -Engineering. 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 by 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 by 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. 6.3. Warranties by 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 - INFRINGEMENT, MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATION, 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 3 Docusign Envelope ID: E20860AF-58F9-4DD9-ACDE-OD5DA31 E1 E57 OR SOFTWARE RESULTING FROM USE OF THE INTERNET AND/OR TELECOMMUNICATIONS CONNECTIONS OR EQUIPMENT. THE SUPPLIERS OF VEXCEL MAKE NO DIRECT WARRANTY OF ANY KIND 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 -parry 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 parry that are bundled, sold, or used with the Product under the EULA, infringe any intellectual property rights of a third parry; (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. 8.3. Indemnification Procedures. Each Parry'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. 9. LIABILITY 9.1. Licensee's Liability. (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 Docusign Envelope ID: E20860AF-58F9-4DD9-ACDE-OD5DA31 El E57 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 parry to the EULA shall be deemed a breach of the EULA by Licensee. 9.2. Vexcel's Liability. (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) Vexcel'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 Agreement; 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. 10.3. 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 Parry, the Parry 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. Docusign Envelope ID: E20860AF-58F9-4DD9-ACDE-OD5DA31 El E57 10.5. Injunctive Relief. 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 Parry 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. Assignment. 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 80111 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 Headings. 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. Severability. 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 shall 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. Docusign Envelope ID: E20860AF-58F9-4DD9-ACDE-OD5DA31 E1 E57 VEXCEL IMAGING 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 Officer, 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. "Control" 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. "Effective Date" means the first day of the Term. "EULA" means the Amended and Restated End User License Agreement entered into by Licensee and Vexcel. "FORA" has the meaning set forth in Section 5.3 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 Parry's business or assets, whether by merger, sale of assets, sale of stock, reorganization, or otherwise. C-1 Docusign Envelope ID: E20860AF-58F9-4DD9-ACDE-OD5DA31 E1 E57 "PIT' 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. "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. "Vexcer' means Vexcel Imaging US, Inc., a Delaware corporation. "Vexcel APT' 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. MW Docusign Envelope ID: E20860AF-58F9-4DD9-ACDE-OD5DA31 E1 E57 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. D-1 Docusign Envelope ID: E20860AF-58F9-4DD9-ACDE-OD5DA31 E1 E57 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 Docusign Envelope ID: E20860AF-58F9-4DD9-ACDE-OD5DA31 E1 E57 APPENDIX FTO EULA ADDITIONAL LICENSE RIGHTS: NAMED PERMITTED SUBLICENSEE ADDENDUM Licensee may grant contractors providing services to Licensee (the "Permitted Sublicensee") a sublicense to (a) use, reproduce, and modify the Product; (b) create Derivatives; and (c) use the Software, but solely in the case of (a)-(c) for the benefit of Licensee for Licensee's Internal Use, and provided that Permitted Sublicensee is subject to all of the same restrictions that apply to Licensee. Licensee must enter into a binding, written agreement with each Permitted Sublicensee that contains terms that (x) establish limits on the Permitted Sublicensee's usage of the Product consistent with the terms of the EULA; and (y) state that Vexcel is an express third -party beneficiary of such agreement and entitled to enforce the terms and conditions of the agreement applicable to the EULA (the "Sublicense Agreement"). The Sublicense Agreement may not allow further sublicenses to any other parties. Licensee shall enforce each Sublicense Agreement with at least the same degree of diligence that Licensee uses to enforce similar agreements for its own products and services, but in no event less than reasonable efforts. Licensee shall immediately notify Vexcel if Licensee becomes aware of any breach of any Sublicense Agreement related to the sublicenses permitted hereunder. F-1 Docusign Envelope ID: E20860AF-58F9-4DD9-ACDE-OD5DA31 E1 E57 APPENDIX G TO EULA ADDITIONAL LICENSE RIGHTS: RETENTION OF DERIVATIVE WORKS Notwithstanding any obligation set forth in Section 1.3 of the EULA to delete Product and any derivatives created from such Product at the end of the Term, Licensee may retain Derivative Works for Internal Use following the Term. "Derivative Works" 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. G-1 CITY COUNCIL AGENDA Create New From This M&C FLIRT WORT11 REFERENCE **M&C 25- 04SANBORN GEOSPATIAL DATE: 9/30/2025 NO.: 0914 LOG NAME: IMAGING COOPERATIVE AGREEMENT CODE: C TYPE: CONSENT PUBLIC NO HEARING: 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-F Reference # Amount ID , , ID I I Year I (Chartfield 2) FROM Fund Department I Account ' Project ' Program ' Activity I Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by_ Originating Department Head: Additional Information Contact: ATTACHMENTS Dianna Giordano (7783) Kevin Gunn (2015) Mark DeBoer (8598) FID Table 04SANBORN GEOSPATIAL IMAGING COOPERATIVE AGREEMENTv2.xlsx (CFW Internal) Form 1295 Certificate Fort Worth signed.pdf (CFW Internal) FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: The Sanborn Map Company, Inc. Subject of the Agreement First Amendment to CSC No. 64074 with The Sanborn Map Company, Inc. M&C Approved by the Council? * Yes N No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes 8 No ❑ CSC 64074-A1 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: 8/31 /2028 If applicable. Is a 1295 Form required? * Yes 8 No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processing in the following _ order: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.