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Services Agreement This Services Agreement ("Agreement") is made and entered into on this __ day of March 2004, by and between Cass County, North Dakota located at 211 9th Street South, Fargo, North Dakota 58108 ("County"), and the Sanborn Map Company, Inc., a Delaware corporation, with a corporate place of business at 1935 Jamboree Drive, Suite 100, Colorado Springs, CO 80920 ("Sanborn"). WITNESSETH: Sanborn is in the business of creating specialized Geographic Information Systems and Photogrammetric Mapping and Data Conversion products and services ("GIS Services"), and County wishes to enter into this Agreement with Sanborn in order to secure GIS Services from Sanborn in support of County's performance of its business and Sanborn herein presents itself as being qualified, capable and willing to supply such GIS Services, and County and Sanborn desire to enter into this written Agreement, setting forth the terms and conditions of their contract. NOW, THEREFORE, County and Sanborn mutually agree as follows: 1. Scope of Work During the term of this Agreement, Sanborn shall provide the following GIS Services on an as-requested, or as-approved and authorized basis: · GIS Consulting Aerial photogrammetric mapping services · Data Conversion services Sanbom may, from time to time, submit unsolicited proposals to the County for GIS Services that it believes the County should consider procuring. When required, the County will request, in writing, those GIS Services it wishes to procure. Sanborn shall respond, in a timely manner, to all such requests with a proposal containing a technical scope of work and fee schedule. The County shall be under no obligation to accept any proposal received. If the County wishes to accept any proposal from Sanborn, whether solicited or unsolicited, a mutually agreeable contract amendment will be executed. 2. Compensation The County and Sanborn shall mutually negotiate a reasonable and acceptable fee schedule for any solicited or unsolicited proposal based on either a time and materials/not to exceed or fu'm fixed fee basis. Sanborn shall submit monthly invoices to County based on percent complete of the GIS Services rendered. All invoices shall be payable within thirty (30) days of receipt of the invoice by the County. 3. Confidentiality Sanborn and County shall keep confidential all matters respecting software, specifications, test data, models, reports, correspondence, discussions, dat0base design, and any other technical or commercial issues arising out of the performance of any GIS Services under this Agreement, or prepared in connection therewith, and shall not without prior written consent of the other Party disclose any such matters. Such confidentiality shall exclude the aforementioned matters in the public domain or later made public through no fault of either Party and shall also exclude anything previously known by either Party or which is required to be disclosed by court order, statute, including any applicable public open records law. 4. Warranty Sanborn warrants and covenants to County that all GIS Services performed under this agreement shall be produced and performed in a skillful and workmanlike manner and shall comply with the specifications Services Agreement between The Sanborn Map Company, Inc and Cass County, North Dakota