No preview available
HomeMy WebLinkAbout6.h. Authorizing Execution of Pictometry Cost Sharing AgreementAGENDA ITEM: Authorizing Execution of Pictometry Cost Sharing Agreement AGENDA SECTION: CONSENT PREPARED BY: Gary Kalstabakken, Chief of Police AGEN O 1 6 H ATTACHMENTS: Agreement APPROVED BY: RECOMMENDED ACTION: Motion to approve a Joint Powers Cost Share Agr ement for Pictometry International Corporation General License Terms and Conditions and authorize City Administrator Verbrugge to execute the agreement. ACTION: City Council Meeting Date: June 7, 2005 CITY OF ROSEMOUNT EXECUTIVE SUMMARY FOR ACTION BACKGROUND Dakota County and the cities within the county have agreed to jointly purchase and share in the use of an imaging product, which will be used with GIS. This imaging product provides aerial photography images not presently available. This product has application for planning and response purposes for police, fire, emergency management, as well as in engineering, utilities and community development. SUMMARY This item was planned for in the 2005 budget process and funds have been allocated to pay for Rosemount's share. Authorization to execute the formal agreement is needed to allow Rosemount to have the product installed and available for use. 0 Office of Geographic Information Systems Randy Knippel 05 Manager Dakota County Western Service Center 14955 Galaxie Avenue Apple Valley. MN 55124 -8579 952 891 7081 Fax 952 891 7097 www to dakota mn us Pnrnee on recycled paper vat 30% pmt consumer wane .w EQwL oreoywnrcwROceR DATE: TO: FROM: SUBJECT: April 19, 2005 Dakota County City Managers Randy Knippel, Dakota County GIS Manager cc Pictometry Cost Sharing Agreement This memo is a follow up to previous memos and emails regarding Pictometry If you are unfamiliar with this topic, please contact me and I can fill you in on the background. To summarize, the total cost of this project is $82,888 the first year (starting 2005) and $72,888 the second year with the county paying $49,046 and $44,046 each year, respectively. The cities share the remainder of the cost based on the number of parcels in each city as a percentage of the total number of parcels in all cities. Enclosed please find the cost sharing agreement for Pictometry Kathy Scott in the County Attorney's Office prepared this agreement. Any questions regarding the agreement should be directed to her at 651- 4384460 or kathv.scott anco dakota mn us. Please complete, sign, and date the signature page and return in the enclosed envelope Once the agreement has been fully executed, a complete copy will be sent to each city. The cost sharing model is the same as previously communicated to you and stated in the agreement An invoice is enclosed for your cities amount as listed in the agreement. If there are any questions about the costs, please contact me at 952- 891 -7080 or randy knlppel{o co dakota mn us. Pictometry has an estimated delivery date of the end of May At that time, we will need to distribute the product to each city. In preparation for that, we need to have discussions with Information technology representatives for each city If you have not already provided me with the name of such a person, please Identify a person in your city and have them contact me as soon as possible We will begin preliminary training and deployment planning in the beginning of May Our strategy is to maximize the benefits of the Pictometry product by doing as much training and technical preparation in advance of receiving the actual product for Dakota County We need full Involvement by each city to do that. C: Brandt Richardson, Dakota County Administrator Greg Konat, Dakota County Physical Development Division Director Kathy Scott, Assistant Dakota County Attorney Bill Peterson, Dakota County Assessor JOINT POWERS COST SHARE AGREEMENT FOR PICTOMETRY INTERNATIONAL CORPORATION GENERAL LICENSE TERMS AND CONDITIONS THIS AGREEMENT is made and entered into by and between the County of Dakota "County a political subdivision of the State of Minnesota, and the Cities of Apple Valley, Burnsville, Eagan, Farmington, Hastings, Inver Grove Heights, Lakeville, Mendota Heights, Rosemount, and South St Paul ("Cities political subdivisions of the State of Minnesota. WHEREAS, the County and Pictometry International Corporation executed a General License Terms and Conditions, which is attached and incorporated herein as Exhibit 1 (License Agreement), whereby the County is allowed to install and use Pictometry's licensed images, geodata, software and documentation Pictometry's Licensed Products), and WHEREAS, Pictometry's Licensed Products are dynamic visual imagery products that will provide three dimensional oblique images and 360 degree views of each property in Dakota County; and WHEREAS, use of Pictometry's Licensed Products will improve efficiency and quality within numerous County departments; and WHEREAS, the License Agreement allows cities, townships, public schools and the soil and conservation districts geographically located within the boundaries of Dakota County to install and use Pictometry's Licensed Products (Approved Subdivisions) under the License Agreement and subject to certain conditions, and WHEREAS, the Cities desire become Approved Subdivisions that are authorized to install and use Pictometry's Licensed Products, in accordance with the terms of the License Agreement; and WHEREAS, the County and Cities have reached an agreement to share the costs of licensing, installing and using Pictometry's Licensed Products by their respective political subdivision, and WHEREAS, pursuant to Minn Stat 471 59, two or more governmental units, by agreement entered into through action of their governing bodies, may jointly or cooperatively exercise any power common to the contracting parties or any similar powers. NOW, THEREFORE, in consideration of the mutual promises and benefits that all parties shall derive from this Agreement, and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows ARTICLE 1— PURPOSE The purpose of this Agreement is for the County and the Cities to share in the costs for licensing, installation and use of Pictometry's Licensed Product, in accordance with the terms of this Agreement and the License Agreement attached and incorporated herein as Exhibit 1 (License Agreement) and to designate the Cities as Approved Subdivisions for purposes of the License Agreement, ARTICLE It TERM The term of this Agreement will be from the date of execution of this Agreement by all parties, and shall terminate on the same date as the License Agreement, unless earlier terminated by law or according to the provisions of this Agreement. ARTICLE 111 OBLIGATIONS OF THE COUNTY 3.1 Payment. In accordance with the License Agreement executed between the County and Pictometry, the County has entered into the License Agreement and has agreed to pay Pictometry $82,888 for the first year of the License Agreement and $72,888 for the second year of the License Agreement. 3.2 Approval as Authorized Subdivisions Upon execution of this Agreement and payment made by each City to the County as provided in this Agreement, the City will be an Authorized Subdivision for purposes of the License Agreement 3.3 Coordination. The County will work out the delivery and deployment details and coordinating those processes with appropriate staff of the Cities For that purpose, the Cities each agree to identify a technical and administrative contact for their city related to this cost- shanng agreement (Liaison) as specified below 3.4 Future Participation of Mendota, Sunfish Lake or West St. Paul. In the event the cities of Mendota, Sunfish Lake or West St Paul decide to license, install and use Pictometry's Licensed Products during the first or second year of the License Agreement, the County will enter into a separate cost share agreement(s) and apply such city's Cost By City payment listed below, which will be reflected in the cost share calculations for the second year as provided in Section 4.1(B) below 4.1 Payments by Cities. The Cities agree to pay the County a total of $33,842 for the first year and $28,842 for the second year of the License Agreement The Cities share the remainder of the cost based on the number of parcels in each city as a percentage of the total number of parcels in all cities. A First Year of License Agreement. The Cities agree to pay their respective Adjusted Cost, which includes a proportionate payment towards the Cost By City share of the three Dakota County cities that are not participating in this Agreement The Cities agree to pay their respective Adjusted Cost for the first year of the License Agreement shown in the chart below, payable to the Dakota County Treasurer, and send such payment to the County Liaison concurrently with this signed Agreement. JOINT POWERS COST SHARE AGREEMENT FOR PICTOMETRYINTERNATIONAL CORPORATION GENERAL LICENSE TERMS AND CONDITIONS K.K04 -848 ARTICLE IV OBLIGATIONS OF THE CITIES B. Second Year of License Agreement The County will prepare a similar chart reflecting each City's Cost by City for the $72,888 payment due for the second year of the License Agreement, which, if applicable, will reflect Adjusted Cost to reflect payments by currently nonparticipating Dakota County Cities that sign a cost share agreement with the County during the first year of the License Agreement. C. Future Participation of Mendota, Sunfish Lake or West St. Paul. The Cities agree that the County may enter into separate cost share agreement(s) with the Cities of Mendota, Sunfish Lake and West St. Paul, on the condition each City pays their respective "Cost By City" to the County, In accordance with the terms of this Agreement 4.2 Responsibilities of Cities as Authorized Subdivisions. Upon payment of their respective Adjusted Cost for the first year of the License Agreement, each City is licensing Pictometry's Licensed Products and is authorized to use the Licensed Products in accordance with the terms of Exhibit 1. Upon payment of their respective Adjusted Cost for the second year of the License Agreement, each City is licensing Pictometry's Licensed Products and is authorized to use the Licensed Products in accordance with the terms of Exhibit 1. 2 *Parcels of Urban Cost By City Adjusted Cost APPLE VALLEY 14.879 13 4,41895 4878.38 BURNSVILLE 78.300 14% 3 4825.35 5.10752 EAGAN 19273 17% 3 5885.72 8.018.95 FARMINGTON 5,898 5% 3 1,73052 1,831.34 HASTINGS 7,058 a% 3 2,082.18 2203 -48 INVER GROVE H EIGHTS .8885 8% 5 2,85127 3 3817.37 LAKE a 19887 14% S 4,89322 5,378 39 MENDOTA 142 0% 41.89 MENDOTA HEIGHTS 4,284 4% 5 128382 S 1,337.45 ROSEMOUNT 8,387 8% 187832 5 1,987-75 SOUTH ST PAUL' 7.981 7% 5 2348.57 3 2485.39 SUNFISH LAKE 288 0% 5 79.38 WEST ST PAUL 5.904 5% 1341.74 Urban Totals: 114,715 100% 5 33,842.00 5 33,842.00 3.3 Coordination. The County will work out the delivery and deployment details and coordinating those processes with appropriate staff of the Cities For that purpose, the Cities each agree to identify a technical and administrative contact for their city related to this cost- shanng agreement (Liaison) as specified below 3.4 Future Participation of Mendota, Sunfish Lake or West St. Paul. In the event the cities of Mendota, Sunfish Lake or West St Paul decide to license, install and use Pictometry's Licensed Products during the first or second year of the License Agreement, the County will enter into a separate cost share agreement(s) and apply such city's Cost By City payment listed below, which will be reflected in the cost share calculations for the second year as provided in Section 4.1(B) below 4.1 Payments by Cities. The Cities agree to pay the County a total of $33,842 for the first year and $28,842 for the second year of the License Agreement The Cities share the remainder of the cost based on the number of parcels in each city as a percentage of the total number of parcels in all cities. A First Year of License Agreement. The Cities agree to pay their respective Adjusted Cost, which includes a proportionate payment towards the Cost By City share of the three Dakota County cities that are not participating in this Agreement The Cities agree to pay their respective Adjusted Cost for the first year of the License Agreement shown in the chart below, payable to the Dakota County Treasurer, and send such payment to the County Liaison concurrently with this signed Agreement. JOINT POWERS COST SHARE AGREEMENT FOR PICTOMETRYINTERNATIONAL CORPORATION GENERAL LICENSE TERMS AND CONDITIONS K.K04 -848 ARTICLE IV OBLIGATIONS OF THE CITIES B. Second Year of License Agreement The County will prepare a similar chart reflecting each City's Cost by City for the $72,888 payment due for the second year of the License Agreement, which, if applicable, will reflect Adjusted Cost to reflect payments by currently nonparticipating Dakota County Cities that sign a cost share agreement with the County during the first year of the License Agreement. C. Future Participation of Mendota, Sunfish Lake or West St. Paul. The Cities agree that the County may enter into separate cost share agreement(s) with the Cities of Mendota, Sunfish Lake and West St. Paul, on the condition each City pays their respective "Cost By City" to the County, In accordance with the terms of this Agreement 4.2 Responsibilities of Cities as Authorized Subdivisions. Upon payment of their respective Adjusted Cost for the first year of the License Agreement, each City is licensing Pictometry's Licensed Products and is authorized to use the Licensed Products in accordance with the terms of Exhibit 1. Upon payment of their respective Adjusted Cost for the second year of the License Agreement, each City is licensing Pictometry's Licensed Products and is authorized to use the Licensed Products in accordance with the terms of Exhibit 1. 2 ARTICLE V CITIES ARE NOT SUBLICENSEES OF THE COUNTY Nothing In this Agreement creates an agency relationship between the County and the Cities with regard to the License Agreement (Exhibit 1) By signing this Agreement each City fully accepts the terms of the License Agreement on behalf of itself and its employees The County does not have any obligation to the Cities with regard to licensing or the actual installation and /or use of Pictometry's Licensed Products by the City JOINT POWERS COST SHARE AGREEMENT FOR PICTOMETRYINTERNATIONAL CORPORATION GENERAL LICENSE TERMS AND CONDITIONS K K04 -848 ARTICLE VI MUTUAL INDEMNIFICATION Each party to this Agreement shall be liable for its own acts and the results thereof to the extent authorized by law and shall not be responsible for the acts of any other party, its officers, employees or agents Each party hereby agrees to indemnify, hold harmless and defend the other, its officers and employees against any and all liability, loss, costs, damages, expenses, claims or actions, Including attorney's fees which the other, its officers and employees may hereafter sustain, Incur or be required to pay, arising out of or by reason of any act or omission of the party, its agents, servants or employees, in the execution, performance, or failure to adequately perform Its obligations pursuant to this Agreement. ARTICLE VII DEFAULT MAJEURE No party shall be liable to any other party for any loss or damage resulting from a delay or failure to perform due to unforeseeable acts or events outside the defaulting party's reasonable control, providing the defaulting party gives notice to the other party as soon as possible Acts and events may include acts of God, acts of terrorism, war, fire, flood, epidemic, acts of civil or military authority, and natural disasters. ARTICLE VII TERMINATION In the event Pictometry's Licensed Products are no longer available to the County and Cities in accordance with the License Agreement, the County and Cities agree to work together to determine appropriate actions to take. In the event the County recovers payments from Pictometry, the money recovered will be disbursed proportional to the contributions made for Pictometry's Licensed Products under this Agreement ARTICLE VIII AUTHORIZED REPRESENTATIVES AND LIAISONS FOR THE PARTIES 8.1 AUTHORIZED REPRESENTATIVES. The named persons that have executed this Agreement on behalf of the County and each City are designated the authorized representatives of parties for purposes of this Agreement These persons have authority to bind the party they represent and to consent to modifications and subcontracts, except that, as to the County and Cities, the authorized representative shall have only the authority specifically or generally granted by their respective governing boards. 8.2 LIAISONS. To assist the parties in the day to-day performance of this Agreement and to develop service, ensure compliance and provide ongoing consultation, a liaison shall be designated by the County and the Cities. Notification required to be provided pursuant to this Agreement shall be provided to the named person and address listed below for the County, and shall be provided to the named persons and addresses listed on each City's signature page of this Agreement, unless otherwise stated in a modification of this Agreement. The parties shall keep each other continually informed, in writing, of any change in the designated liaison. The County's liaison is. County Liaison: Randy Knippel or successor, Office of GIS Telephone 952 -891 -7080 Email Address: randy.kruppel ©co.dakota.mn.us ARTICLE IX GENERAL PROVISIONS 9.1. MODIFICATIONS. Any alterations, variations, modifications, or waivers of the provisions of this Agreement shall only be valid when they have been reduced to writing, signed by authorized representatives of the County and Cities. 3 9.2. SEVERABILITY. The provisions of this Agreement shall be deemed severable If' any part of this Agreement Is rendered void, invalid, or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts that are void, invalid or otherwise unenforceable shall substantially Impair the value of the entire Agreement with respect to either party 9.3. MERGER A. Final Agreement This Agreement is the final expression of the agreement of the parties and the complete and exclusive statement of the terms agreed upon, and shall supersede all poor negotiations, understandings or agreements There are no representations, warranties, or stipulations, either oral or written, not contained in this Agreement. B. Exhibit Exhibit 1 License Agreement (including all schedules thereto) is attached and incorporated by reference. 9.4 Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below. Date of Signature By Approved by Dakota County Board Resolution No 05-48 APPROVAL AS TO FORM: 13 -65 akotaa County Attorney Date JOINT POWERS COST SHARE AGREEMENT FOR PICTOMETRYINTERNATIONAL CORPORATION GENERAL LICENSE TERMS AND CONDITIONS K K04 -848 COUNTY OF DAKOTA 4 William H Peterson, Dakota County Assessor CITY OF APPLE VALLEY Name, Title, Address and Phone Number of City's Authorized Representative: Name, Title, Address and Phone Number of City's Liaison: Attest: Title: Date: [print name] JOINT POWERS COST SHARE AGREEMENT FOR PICTOMETRYINTERNATIONAL CORPORATION GENERAL LICENSE TERMS AND CONDITIONS K K04 -848 5 CITY OF APPLE VALLEY I, the below signed, have authority to sign this Agreement on behalf of the City By: [print name] Date: CITY OF BURNSVILLE Name, Title, Address and Phone Number of City's Authorized Representative: Name, Title, Address and Phone Number of City's Liaison Attest. Title: Date: [print name] JOINT POWERS COST SHARE AGREEMENT FOR PICTOMETRYINTERNATIONAL CORPORATION GENERAL LICENSE TERMS AND CONDITIONS K K04 -848 6 CITY OF BURNSVILLE I, the below signed, have authority to sign this Agreement on behalf of the City By: [print name] Date: CITY OF EAGAN Name, Title, Address and Phone Number of City's Authorized Representative: Name, Title, Address and Phone Number of City's Liaison' Attest: Title: Date' [print name] JOINT POWERS COST SHARE AGREEMENT FOR PICTOMETRYINTERNATIONAL CORPORATION GENERAL LICENSE TERMS AND CONDITIONS K K04 -848 7 CITY OF EAGAN I, the below signed, have authority to sign this Agreement on behalf of the City By: [print name] Date: CITY OF FARMINGTON Name, Title, Address and Phone Number of City's Authorized Representative Name, Title, Address and Phone Number of City's Liaison. Attest' Title: Date. (print name] JOINT POWERS COST SHARE AGREEMENT FOR PICTOMETRYINTERNATIONAL CORPORATION GENERAL LICENSE TERMS AND CONDITIONS K K04 -848 8 CITY OF FARMINGTON I, the below signed, have authority to sign this Agreement on behalf of the City By: Date: [print name] CITY OF HASTINGS Name, Title, Address and Phone Number of City's Authorized Representative. Name, Title, Address and Phone Number of City's Liaison: Attest: Title. Date: [print name] JOINT POWERS COST SHARE AGREEMENT FOR PICTOMETRYINTERNATIONAL CORPORATION GENERAL LICENSE TERMS AND CONDITIONS K K04 -848 9 CITY OF HASTINGS I, the below signed, have authority to sign this Agreement on behalf of the City By: [print name] Date: CITY OF INVER GROVE HEIGHTS Name, Title, Address and Phone Number of City's Authorized Representative: Name, Title, Address and Phone Number of City's Liaison Attest Title: [print name] Date: JOINT POWERS COST SHARE AGREEMENT FOR PICTOMETRYINTERNATIONAL CORPORATION GENERAL LICENSE TERMS AND CONDITIONS K K04 -848 10 CITY OF INVER GROVE HEIGHTS I, the below signed, have authority to sign this Agreement on behalf of the City By: Date: [print name] CITY OF LAKEVILLE Name, Title, Address and Phone Number of City's Authorized Representative: Name, Title, Address and Phone Number of City's Liaison: Attest Title: Date [print name] JOINT POWERS COST SHARE AGREEMENT FOR PICTOMETRYINTERNATIONAL CORPORATION GENERAL LICENSE TERMS AND CONDITIONS K K04 -848 11 CITY OF LAKEVILLE I, the below signed, have authority to sign this Agreement on behalf of the City By [print name] Date: CITY OF MENDOTA HEIGHTS Name, Title, Address and Phone Number of City's Authorized Representative. Name, Title, Address and Phone Number of City's Liaison' Attest: Title: Date (print name] JOINT POWERS COST SHARE AGREEMENT FOR PICTOMETRYINTERNATIONAL CORPORATION GENERAL LICENSE TERMS AND CONDITIONS K K04 -848 12 CITY OF MENDOTA HEIGHTS I, the below signed, have authority to sign this Agreement on behalf of the City By. (print name] Date' CITY OF ROSEMOUNT Name, Title, Address and Phone Number of City's Authorized Representative Name, Tide, Address and Phone Number of City's Liaison: Attest: Title: Date: [print name] JOINT POWERS COST SHARE AGREEMENT FOR PICTOMETRYINTERNATIONAL CORPORATION GENERAL LICENSE TERMS AND CONDITIONS K K04 -848 13 CITY OF ROSEMOUNT I, the below signed, have authority to sign this Agreement on behalf of the City By: [print name] Date: CITY OF SOUTH ST PAUL Name, Title, Address and Phone Number of City's Authorized Representative: Name, Title, Address and Phone Number of City's Liaison: Attest Title Date: K K04 -484 [print name] JOINT POWERS COST SHARE AGREEMENT FOR PICTOMETRYINTERNATIONAL CORPORATION GENERAL LICENSE TERMS AND CONDITIONS K K04 -848 14 CITY OF SOUTH ST PAUL I, the below signed, have authority to sign this Agreement on behalf of the City By: [print name] Date: 1. ARTICLE DEFINTIONS EXHIBIT 1 PICTOMETRY INTERNATIONAL CORP. GENERAL LICENSE TERMS AND CONDITIONS Intending to be legally bound, Pictometry and the Licensee (each a "party hereby agree: Page 1 of 13 040516a GU;+u".e DRiGfJfl THIS AGREEMENT is made effective as of the date of the signatures of all parties by and between Pictometry International, Corp., a Delaware company with offices at 100 Town Centre Drive, Suite A Rochester, NY 14623 and registered to do business in the State of Minnesota "Pictometry"), and the County of Dakota, a political subdivision of the State of Minnesota (the "Licensee Definitions As used herein, the following words, phrases, or terms in this Agreement shall have the following meanings: 1.1 "Images" namely georeferenced images of land some of which Pictometry will make with its proprietary systems prior to delivery and some of which it has or may acquire rights to use from others, Pictometric Images, and Electronic Photo Images which do not have the georeferencing data, 1.2 "Geographic Data" "Geo Data is the data supplied by Pictometry that is associated with Images and allows those Images to be georeferenced. 1.3 "Software" namely certain proprietary computer runtime executable files, one part of which is referred to as the Electronic Field Study software (the "EFS and the other part of which is referred to as the Client Image Warehouse software "CIW which can be used to access and display the Images; and 1.4 "Documentation" comprised of written and/or electronic materials containing instructions and other information related to the use of the Images and the Software. 1.5 "Electronic Field Study" "EFS A proprietary software package that allows for the display and analysis of Pictometric Images. 1.6 "EFS Professional" A set of imaging tools, including measuring, annotation, reconciling, and data analysis tools bundled with the base EFS software package. 1.7 "Client Image Warehouse" "CIW A hierarchical storage system of' Pictometric images that allows fast, random access by geo- location. 1.8 "Pictometric Image" means orthogonal and oblique digital images, automatically captured and geo- referenced from airborne platforms using Pictometry's patented and proprietary hardware and software capture system. 1.9 "Electronic Photo Image" Orthogonal and oblique digital images, automatically captured from airbome platforms using Pictometry's patented and proprietary hardware and software capture system but without geo referencing. 1.10 "Image Sector" A portion of an image collection project defined as approximately one square mile in area. 1.11 "Community Images" "CI A set of three images, each covering the entire sector; one from directly overhead, and two from different oblique angles. 1.12 "Neighborhood Images" "NI A set of fifty overlapping, oblique images blanketing the entire sector, providing for a higher degree of detail. 1.13 Subdivisions" means any political subdivision of the State of Minnesota that is that is at the County level or lower and located within the geographic boundaries of the County of Dakota, which includes but is not limited to cities, townships, public schools and soil and water conservation districts. 2. ARTICLE INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP 2.1 Licensed Products. The parties acknowledge and agree that Pictometry shall have and retain sole and exclusive ownership and all right, title, and interest in and to all Licensed Images, Licensed Geo Data, Licensed Software, and Licensed Documentation and all copyrights, patents, and other proprietary rights in or associated with each of the Licensed Products (hereinafter the "Proprietary Rights Licensee and Subdivisions agrees: (a) that it will not, during or after the term of the License, assert or claim any interest in, or do anything directly or indirectly that may adversely affect the validity of or infringe any Proprietary Right, (b) that it will use reasonable efforts to protect the Proprietary Rights and to cooperate in Pictometry's efforts to protect them, including placing all copyright notices and other indications of Pictometry's ownership on all Licensed Products and on all copies of Licensed Images and all other property of Pictometry as Pictometry may from time to time instruct, and (c) that it will notify Pictometry promptly of any known or suspected breach of any Proprietary Rights that comes to Licensee's attention. 2.2 Use of Pictometry Marks. Licensee acknowledges that Pictometry owns and retains all ownership rights in trademarks, trade names, logos, and designations used by Pictometry in connection with the Licensed Products. Licensee and Subdivisions agrees not to attach any additional trademarks, trade names, logos or designations to any Pictometry product or to any copies of any of the Licensed Images. Licensee may, however, include a Licensee or Subdivision seal and appropriate Licensee Department contact information so long as these annotations in no way obscure or deface the Pictometry marks. Licensee and Subdivision further agrees that Licensee or Subdivision will not use any Pictometry trademark, trade name, logo, or designation in connection with any product or service other than the Licensed Images and the other Licensed Products. Licensee's and Subdivision's nonexclusive right to use Pictometry's trademark is coterminous with this Agreement. 2.3 Electronic and Other Publishing. Except as provided in Schedule B, Licensee and Subdivisions is specifically prohibited from publishing in any way (including by making available on the Internet or World Wide Web or any other general Page 2 of 13 040516a access electronic or other network) any Licensed Product or any Licensed Image, or any portion of any such Product or Licensed Image, whether separately or as part of any other electronic publication. Licensee and Subdivisions may use Licensed Images for internal business purposes and for illustration purposes in hard copy documents and websites produced or maintained by the Licensee or Subdivisions. 2.4 Confidentiality of Licensed Software. The Licensed Products are commercially valuable, proprietary products of Pictometry, the design and development of which reflect the effort of skilled development technicians and the investment of considerable time and money. The Licensed Products are treated by Pictometry as confidential and contain substantial trade secrets of Pictometry. Pictometry is entrusting these trade secrets to Licensee and Subdivisions in confidence for Licensee's and Subdivision's use so that Licensee and Subdivisions may exercise its rights under the License and for no other purpose. Licensee and Subdivisions agrees that it will not at any time disclose, provide a copy of, or disseminate the Licensed Products or any part thereof to any person who does not need to obtain access thereto consistent with Licensee's and Subdivisions rights and obligations under this Agreement. Licensee and Subdivisions agrees to use its best efforts to assure (a) that all its personnel and any others afforded access to the Licensed Products will protect them against unauthorized use, disclosure, copying, and dissemination, and (b) that access to the Licensed Products and each part thereof will be strictly limited for this purpose. 2.5 Prohibition On "Unlocking." Licensee and Subdivision understands that Pictometry does not disclose source code and Licensee and Subdivision agrees that it will take all reasonable actions to assure that persons who might access the Licensed Software will not "unlock" or "reverse engineer" any part of the Licensed Software so as to find or uncover the source code or other trade secrets included therein. 3. ARTICLE GENERAL 3.1 Licensed Products. This Agreement pertains only to the particular Images described in Schedule A attached to this Agreement (the "Licensed Images and the particular copies of the Software listed in Schedule A (the "Licensed Software all of which, along with the Documentation, are together referred to as the "Licensed Products." This Agreement does not apply to any other images, software, or other products that may from time to time be owned, used, published, or distributed by Pictometry. 32 System Installation. After execution of this Agreement, Licensee will provide storage media for the installation of the Licensed Images and Licensed Software as set forth in Schedule A to Pictometry. Pictometry shall install a copy of the Licensed Images and Licensed Software on that media. Pictometry will provide the number of copies of the Documentation, as specified in Schedule A. The Licensee will install the Licensed Images and Licensed Software from the media Page 3 of 13 040516a onto computers to be designated by the Licensee as provided in Section 6.3 below. The Licensee and Subdivision will be responsible for assuring that the computer system being used for these purposes will satisfy the minimum system requirements set forth on Schedule A. 3.3 Licensee May Authorize Subdivisions. The Licensee may from time to time authorize any Subdivisions, as defined at Section 1.13 above, to have the Licensed Products installed on computers owned (or leased) and used by those Subdivisions and to use and execute the Licensed Software for official purposes only, all in accordance with this Agreement. The installation of the Client Image warehouse and EFS and the training of Subdivision personnel may be done only by either the Licensee or Pictometry. The Subdivisions authorized for such installation, use, and execution will be designated by the Licensee as provided in Section 6.3 below The Licensee agrees to provide all Subdivisions with a copy of this Agreement. The Subdivision by the installing and using the Licensed Images and Licensed Software is agreeing to comply with all obligations with respect to the use and distribution of the Licensed Product. 3.4 Authorized Users. As used in this Agreement, "Authorized Users" shall mean such persons in the employ of Licensee, or in the employ of aSubdivision, as may be designated to use and execute the Licensed Software on the designated computers. Licensee and Subdivisions agree as to their respective employees: (a) that they will not allow any persons other than Authorized Users to use or operate, or to have any other access to, any of the Licensed Products, (b) that they will not allow access to any of the Licensed Software or any Licensed Images except through Authorized Workstations, and (c) that they will provide a copy of this Agreement to Authorized Users with direction to comply with all of the terms, conditions, and limitations applicable to the Licensee and Subdivision under this Agreement. 3.5 Authorized Workstations. As used in this Agreement, "Authorized Workstation" shall mean a computer workstation that has access to the Client Image Warehouse and which has installed on it the related Licensed Software in accordance with Section 4.1(a) below. There is no limitation on the number of Authorized Workstations upon which the Licensed Product, Licensed Images and Licensed Software may be installed upon Licensee or Subdivision computers. 4. ARTICLE GRANT OF LICENSE 4.1 License Grant, Uses, and Certain Fees. In consideration for the payment of the License Fees provided for in Section 5 below, and subject to the other terms and conditions of this Agreement, Pictometry hereby grants to Licensee and Subdivisions, and Licensee and Subdivision hereby accepts, a nonexclusive, nontransferable, limited license (the "License as follows: (a) Installation. To install the Client Image Warehouse on servers and related Licensed Software on Authorized Workstations, all of which shall be Page 4 of 13 040516a owned (or leased) by, shall be located on the property of, shall be under the control of, and shall be used by the Licensee or by a Subdivision. None of the Licensed Products shall be accessed except through such designated servers and Authorized Workstations. (b) Documentation. To copy and use the related Documentation included in the Licensed Products in connection with the activities described in this Section 4.1. (c) Uses. Through Authorized Users only, to use and execute the Licensed Software on those designated servers and Authorized Workstations in the conduct of the public business of the Licensee or of the Subdivisions and use and print copies of the Licensed Images in the following activities (and no others): (1) For Internal Business. In the conduct of the operations of the Licensee and/or of the Subdivisions, to use and execute the Licensed Products for internal use in pursuit of its or their public responsibilities. (2) For Persons Doing Business With Licensee "Project Participants Under the supervision of Authorized Users, allow representatives of persons doing or proposing to do business with the Licensee or aSubdivision on Licensee Projects (defined below) to use and execute the Licensed Software and to make copies of the Licensed Images with ink or toner on substrate (hereinafter "Hard Copies at the Licensee or Subdivisions' facilities only, but not to make any electronic or digital copies of the Licensed Images "Digital Copy For these purposes, "Licensee Projects" shall mean any plan or effort, tangible or intangible, for construction, equipment acquisition, or other improvement in real estate, offices, facilities, or other operating assets that are, or will be, owned and used by the Licensee or aSubdivision in pursuit of its public responsibilities, including any such assets (such as roads and public buildings) that are provided by the Licensee or Subdivision for use by the public. The Licensee or any Subdivision may sell Hard Copies made pursuant to this subsection 4.1(c)(2) at whatever price, or no price, as the Licensee or Subdivision may determine, and without paying any special License Fee or other remuneration to Pictometry. The Licensee or Subdivisions shall cause each Project Participant to agree to use the Hard Copies solely in connection with the Licensee's or Subdivision's Project and to return or destroy the Hard Copies upon completion of its participation in the Licensee's or Subdivision's Project. For Public Use. Through Authorized Users only, to use and execute the Licensed Software solely for the purpose of making Hard and Digital Copies of Licensed Images for persons desiring them (which Hard Copies may contain annotations of information stored in the Licensed Software and related to the property shown). (3) Page 5 of 13 040516a For each Hard Copy or Digital Copy made pursuant to this subsection 4.1(c)(3), the Licensee or Subdivision involved shall pay a fee to Pictometry as more fully provided in the attached Schedule B. Any Hard or Digital Copy released or delivered by Licensee or any Subdivision pursuant to any state or Federal Public Records Act or any other similar state law or regulation shall be treated as a Hard or Digital Copy made pursuant to subsection 4.1(c)(3) for purposes of determining fees payable pursuant to this Section, and all Hard Copies and all Digital Copies made pursuant to this Section shall remain subject to all of the provisions of this Agreement, including the prohibition of copying (except after payment of appropriate fees in authorized cases). 4.2 Limitations On License. In addition to its other obligations under this Agreement, Licensee and Subdivisions agree: (a) that nothing under this Agreement authorizes it to engage in any service bureau work, to exercise or provide any multiple -user license, or to enter into any time sharing arrangement, except as expressly authorized with respect to Subdivisions, (b) that Licensee and Subdivisions will not authorize or allow any remote access to the Licensed Products and will only allow access to them through Authorized Workstations, (c) that Pictometry shall not be obligated to provide support for the Licensed Products in any manner other than as set forth in Schedule A or to revise, improve, or otherwise change the Licensed Software in any way, (d) that the Licensee and Subdivisions is responsible for selecting Authorized Users who are qualified to operate the Licensed Software on Authorized Workstations and are familiar with the information, calculations, and reports that serve as input and output of the Licensed Software, (e) that the Licensee and Subdivisions may not copy, download, store, publish, transmit, transfer sell, or otherwise install or use the Licensed Software or any Images or any portion of the Images in any form or by any means, except (i) as expressly permitted by this Agreement, or (ii) with Pietometry's prior written permission, or (iii) to the extent not expressly prohibited by this Agreement, as allowed under the fair use provision of the Copyright Act (17 U .S.C. 107). Licensee and Subdivisions agrees that it will deliver to all recipients of any Hard Copies, and to any other persons who may have access to any of the Images, all such disclaimers and other information that Pictometry may request so as to assist those persons in understanding the limitations on the accuracy of the information developed through the Licensed Products. 4.3 Pietometry's Reserved Rights. Pictometry reserves the right from time to time, in its sole discretion and without liability to Licensee or Subdivisions, to create new versions of or modules of additional functionality for any part of the Licensed Products, which versions and modules may be acquired on a nonexclusive basis by Licensee under a separate agreement. Pictometry may, in addition, produce updates of the Licensed Products, which will be supplied without additional cost to Licensee or Subdivisions. Pictometry may continue to Page 6 of 13 040516a 5. LICENSE FEES sell or license the use of its software and imagery, including the Licensed Products, to such persons and entities and on such terms and conditions as Pictometry may in its sole discretion determine. 5.1 License Fees. In consideration for the License, and subject to the other terms and conditions of this Agreement, the Licensee hereby agrees to pay to Pictometry the annual and other fees described on Schedule A (altogether the "License Fees payment to be made as provided in Schedule A. Any tax, including sales tax is in addition to the License Fees and is the responsibility of the Licensee. The first annual fee shall be earned on the Delivery Date, and the second annual fee is deferred as provided on Schedule A. Termination by County Lack of Funding. Notwithstanding any provision of this Agreement to the contrary, the Licensee may immediately terminate this Agreement if it does not obtain funding from the Minnesota Legislature, Minnesota Agencies or other funding source, or if its funding cannot be continued at a level sufficient to allow payment of the amounts due under this Agreement. Written notice of termination sent by the Licensee to Pictometry by facsimile is sufficient notice under the terms of' this Agreement. The Licensee is not obligated to pay for any services that are provided after written notice of termination for lack of funding. The Licensee will not be assessed any penalty or damages if the Agreement is terminated due to lack of funding. 6. ARTICLE OBLIGATIONS OF LICENSEE AND SUBDIVISIONS 6.1 Geographic Data. Licensee agrees to provide to Pictometry any geographic data available in industry standard format, shape, DBF, etc., including digital elevation models, street centerline maps tax parcel maps, centroids, etc. This data will be incorporated into the Image Library licensed to the Licensee. For any other use of this data, Pictometry shall enter into separate agreement with Licensee covering that use. 6.2 Technical Support Contacts. Licensee agrees to name Licensee personnel to act as technical support contacts. These contacts will receive technical training as provided in Schedule A. These contacts will coordinate all requests and inquiries from all Licensee Authorized Users and Subdivisions. If additional support is required by Licensee and Subdivisions, only these technical support contacts will have access to telephone support from Pictometry. 6.3 Designation of Subdivisions. Licensee agrees that, within thirty (30) days after receipt of the Licensed Products, it will furnish to Pictometry in writing lists of all Subdivisions, as provided in Section 3.3 above. Licensee agrees to keep a current List of all Subdivisions using the Licensed Product and provide the same upon Pictometry's written request. Page 7 of 13 040516a 6.4 Costs and Expenses of Licensee Performance. Except as expressly provided herein or agreed in writing by Pictometry, Licensee will pay all costs and expenses incurred in the performance of Licensee's obligations under this Agreement. Except as expressly provided herein or agreed in writing by Licensee, Pictometry will pay all costs and expenses incurred in the performance of Pictometry 's obligations under this Agreement. 6.5 Notification. Licensee and Subdivisions will: (a) notify Pictometry in writing of any claim or proceeding involving any of the Licensed Products within ten days after Licensee or Subdivisions learns of the claim or proceeding; and (b) report promptly to Pictometry all claimed or suspected defects in any Licensed Product. 7. ASSIGNMENT 7.1 General. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns, but shall not be assignable by either party except as provided in Sections 7.2 and 7.3 below. 7.2 Assignment By Licensee. This Agreement will not be assignable by Licensee, and Licensee may not delegate its duties hereunder without the prior written consent of Pictometry. Pictometry understands that the Licensee (County) will be responsible for payments required by this Agreement, and that the Licensee is not responsible, nor is the agent of, any Subdivision under this Agreement. 7.3 Assignment By Pictometry. Pictometry shall have the right to assign its rights to receive License Fees under this Agreement, but no such assignment shall affect Pictometry's obligations hereunder. In addition, Pictometry shall have the right to assign all its rights to any person or entity that has acquired substantially all the Pictometry assets used in with respect to the Licensed Products, provided the assignee has assumed all of Pictometry's obligations under this Agreement. Except as provided above in this Section 7 3, this Agreement will not be assignable by Pictometry. 8. DURATION AND TERMINATION OF LICENSE 8.1 Initial Term. The initial term of this Agreement shall commence upon the installation of substantially all of the Client Image Warehouse and shall expire, unless sooner terminated in accordance with Section 8.3, upon the second anniversary thereof. 8.2 Renewal. Effective as of that second anniversary, Pictometry will grant an extension of the Licensed Products to Licensee and Subdivisions, only in accordance with the following: (1) If no later than the 120th day before that second anniversary the Licensee enters into a renewal License Agreement with Pictometry for an additional two years for new Licensed Images with a value equal to or greater than that of the existing Licensed Images, then Pictometry will grant a Page 8 of 13 040516a perpetual License to Licensee for the existing Licensed Products; or (2) If no later than the 120th day before that second anniversary the Licensee enters into a renewal License Agreement with Pictometry for an additional two years for new Licensed Images with a value of at Least 50% of that of the existing Licensed Images, then Pictometry will grant a perpetual License to Licensee for the existing Licensed Products upon the payment of a Perpetual License Conversion fee on the difference between the new annual fee and previous annual fee due under this Agreement if the new annual fee is less than the previous annual fee; or If no later than the 10th day after that expiration date the Licensee pays Pictometry an additional payment of a Perpetual License Conversion fee, then Pictometry will grant a perpetual License to Licensee for the existing Licensed Products. Any extensions will be subject to the same terms and conditions as are provided in this Agreement except that the annual fee under Section 5.1 and Schedule A will be eliminated and the Licensee will no longer be able to add images to the existing Image Library. Nevertheless, Licensee's obligations to pay a Reproduction Fee for Digital and Hard Copies to Pictometry, as provided in Section 4.1(c)(3) above, shall continue during any such extension under this Section 8.2. (3) 8.3 Termination For Cause. This Agreement may be terminated by either party in the event that the other party has failed to perform a material obligation or has otherwise breached a material term of this Agreement if that other party has failed to cure that failure or breach within thirty days after receipt of written notice thereof from the other party. 8.4 Effect of Termination or Expiration. Upon termination or expiration of this Agreement, Licensee immediately shall cease any and all further use of the Licensed Products and shall promptly purge all copies of Images and all Licensed Software (including but not limited to EFS and CIW) from all computers and workstations on which any of them may be stored or available at the time. In addition, the Licensee shall destroy all remaining inventory of Hard Copies of Images in its possession or under its control (excluding those images produced in the activities described in Section 4.1(c)(2) above and those Licensed Images used for internal business purposes and for illustration purposes in hard copy documents and websites produced or maintained by the respective Licensee or Subdivisions). 8.5 Access to Records. During the term of this Agreement and for a period of three (3) years after the date of its termination or expiration, Licensee and Subdivisions shall make available to Pictometry for inspection and copying on reasonable notice and at reasonable hours all books and records, including electronically retained information, pertaining to Licensee's or Subdivision's compliance with the provisions of this Agreement. Page 9 of 13 040516a 8.6 Survival of Rights and Obligations After Termination of License. The provisions of Sections 2, 7, 8, 9, and 10 of this Agreement shall survive any termination or expiration of this Agreement. 9. LIMITED WARRANTY; DISCLAIMER OF WARRANTIES; LIMITED REMEDIES 9.1 Limited Warranties. Pictometry warrants: (a) that the Licensed Images and the Licensed Software installed by Pictometry on any Authorized Workstation supplied by Licensee or Subdivision pursuant to this Agreement will be true and usable copies as of the date of capture; and that the information concerning the accuracy of the Licensed Products set forth on the attached Schedule C is substantially true. Upon notice to Pictometry of any breach of the warranty in clause (a) above, Pictometry will promptly reinstall a copy of the Licensed Images and/or Licensed Software involved, and if no true and usable copies as of the date of capture are available to be reinstalled, Pictometry agrees to return to Licensee the full purchase price set forth on Schedule A. Upon notice to Pictometry of any breach of the warranty in clause (b) above, Pictometry will use its reasonable efforts to correct the problem so as to allow the Licensed Products to produce Images and related data that are usable for the general purposes intended, and if Pictometry is unable to correct the problem so as to allow the Licensed Products to produce Images and related data that are usable for the general purposes intended, Pictometry agrees to return to Licensee the full purchase price set forth on Schedule A. The foregoing warranties are the sole and exclusive warranties that Pictometry makes with respect to the Licensed Products, and the remedies set forth above are the sole and exclusive remedies for breach of those warranties. (b) 9.2 Disclaimer of Other Warranties. Except as provided in Section 9.1 above, EACH OF THE LICENSED PRODUCTS IS PROVIDED TO LICENSEE "AS IS" AND "WITH ALL FAULTS" PICTOMETRY MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED AND EXCLUDED BY PICTOMETRY. 9.3 Limitations and Exclusions of Remedies. The respective remedies set forth in Section 9.1 are the sole and exclusive remedies provided for breach of the warranties given. With respect to any other claims that Licensee may have at any time against Pictometry on any matter relating to this Agreement, or the installation, operation, design, distribution, or use of the Licensed Products, the total liability of Pictometry shall in the aggregate be limited to the aggregate Page 10 of 13 040516a 10. GENERAL amounts of money that Licensee has paid to Pictometry under this Agreement. In addition, because of scheduling and other considerations in preparing current Licensed Images, Pictometry cannot assure delivery of the Licensed Products on a specified delivery date, and Pictometry shall not be liable for any such late delivery except in a case of its gross negligence or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE, UNDER ANY CAUSE OF ACTION OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE LICENSED PRODUCTS, OR IMAGES (INCLUDING UNDER THEORIES INVOLVING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR BREACH OF WARRANTY), FOR ANY LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY OR BY ITS CUSTOMERS OR OTHERS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.1 Entire Agreement. This Agreement, which includes the attached Schedules, contains the entire agreement between the parties and supersedes all written or oral agreements, descriptions, representations, and understandings with respect to the subject matter hereof. Where differences occur between the main body of the Agreement and the attached Schedules, the Schedules shall supersede the Agreement. Licensee acknowledges that it is not entering into this Agreement on the basis of' any representations not expressly contained herein. Any modifications of this Agreement must be in writing and signed by a duly authorized officer of each party. 10.2 Rights of Others. This Agreement is solely intended to provide rights to and be enforceable by Pictometry and Licensee (including its Subdivisions). No other person shall acquire or enforce any rights or any representations or warranties given under this Agreement. 10.3 Waiver. The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind. 10.4 Notices. All notices and demands hereunder shall be in writing and shall be delivered by personal service, mail, or confirmed facsimile transmission at the address of the receiving party set forth below (or at such different address as may be designated by one party by written notice to the other). All notices or demands by mail shall be sent by certified or registered United States mail, return receipt requested, and shall be deemed complete upon receipt. If to Licensee: William H Peterson or successor Dakota County Assessor Page 11 of 13 040516a By: Dakota County Administration Building 1590 Hwy 55 Hastings MN 55033 If to Pictometry: Pictometry International, Corp. 100 Town Centre Drive, Suite A Rochester, NY 14623 Attn: Michael J. Neary 10.5 Execution of Agreement, Controlling Law, and Jurisdiction. This Agreement will become effective only after it has been signed by Licensee and has been signed by Pictometry at its principal place of business. It shall be governed by and construed in accordance with the laws of the State of Minnesota and no other courts shall have jurisdiction to adjudicate any disputes arising out or in connection with this Agreement, and each party hereby unconditionally submits to the personal jurisdiction of those courts. 10.6 Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect. 10.7 Force Majeure. Neither party shall be responsible for any failure to perform due to unforeseen circumstances or to causes beyond their reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, failure to obtain export licenses or shortages or delays of transportation, facilities, fuel, energy, supplies, labor, or materials. In the event of any such delay, Pictometry may defer the delivery of Licensed Products for a period equal to the time of the delay, upon Licensee's written consent. 11/4 WITNESS WHEREOF, the parties hereto have executed this Agreement effective on the latest of the signature dates specified below. PICTOMETRY INTERNATIONAL, Corp. 1 -i /ao 1 .ID 2 i Name: p r vl /7 Jen;7 r- Title: r A /r /r 1 /1 Licensee: C /UNTY OF DAKOTA a B Name: William 11 Peterson Title: Dakota County Assessor Page 12 of 13 040516a Date: Date: t 1` 41 Dakota Resolution No. Q Lj 8 Attachments: Schedule A: Description of Licensed Products Schedule B: Charges for Image Reproduction Schedule C: Digital Imagery Specifications Schedule D: Sectorized Map Approval As to Assistant Dakota County Attorney Page 13 of 13 040516a Date Community Oblique Image Price Less 40% discount SCHEDULE "A" 1. The following products shall be delivered to _Dakota County "Licensee by Pictometry International Corp.: A. Licensed Images procured with a 11 megapixel camera: 1. Community Images covering 362_ sectors of the Licensee as indicated on the attached map. Each sector will have approximately: a. 4 Ortho- rectified images. b. 2 Oblique images. c. 2 Oblique images taken from the opposite direction to (b) above. Community Images will be taken when there is less than 30% leaf cover and no snow. $70 per sector per year $28 $42 _362_ sectors $_15,204_ per year Ortho- rectified Community Images No Additional Charge 2. Neighborhood Images covering 253_ sectors of the Licensee as indicated on the attached map. Each sector will have approximately: a. 32 Ortho rectified images. b. 64 Oblique images. 16 each from four perpendicular directions. Neighborhood Images will be taken when there is less than 30% leaf cover and no snow. Neighborhood Oblique Image Price $380 per sector Less 40% discount $152 $228 _253_ sectors $_57,684 per year Ortho- rectified Neighborhood Images No Additional Charge 3. Approximately 1 orthorectified mosaic tile per sector, at approximately a 1 meter pixel resolution, for the full County coverage area. 615 Ortho Sector Tiles No Additional Charge 4. Initial Setup Fee $10,000 5. Modules to allow EFS to interface with E -911 systems. 2 Seat Licenses $1000 minus 25% discount per year. 6. Images are to be delivered with an image size of approximately _6_ MB. Page 1 of 4 Pictometry License 040516 B. US Census Bureau TIGER line files of County or a base map supplied by Licensee. C. Licensee DEMs in USGS standard format or in industry standard point shape file format. 2. Documentation: Pictometry International Corp shall furnish 1 digital copy of the Documentation for the Licensed Software. 3. Training: Pictometry International Corp. shall conduct two End User orientation sessions of up to 25 people for employees of the Licensee or Authorized Subdivisions thereof at the Licensee's site. In addition there will be Advanced User technical training for one group of up to 10 people using Licensee computers. 4. Telephone Support: Pictometry shall provide 10_ hours of telephone support to the people who have completed the Advanced User technical training. 5. Licensed Software: Pictometry International Corp shall supply one copy of the Pictometry Electronic Field Study (EFS) software, latest version, on the Storage Media supplied as specified herein. Licensee and Authorized Users may download updated versions of the Licensed Software free of charge for a period of two years from the date of installation, along with a copy of the updated documentation. 6. Annual License Fee of seventy-two thousand, eight hundred and eighty -eight Dollars 72,888) 8. Total Costs: This is the annual license fee for the Images, Software, Documentation and support. The initial duration of the License is two (2) years at the above Annual Fee. This License may be converted into a perpetual License at the end of the initial term by. o Entering into a new License for new Images o Paying a one -time Perpetual License Conversion Fee of 20% of the Annual Fee. o Support for EFS for a perpetual License is 5% of the Annual Fee. The annual cost of the Images is fixed for a period of four (4) years, assuming the Images are taken at the same frequency. After the four (4) years, the annual cost of the Images will not increase by more than 10% in any one subsequent year. 7. Storage Media. Licensee will make available on Licensee Server enough disk storage space to accommodate the Licensed Images and Licensed Software. This is estimated to be _200_ GB in a NTFS file system, in other file systems the size may vary. Licensee will also provide a 100 Mb /s network link to the server. On delivery Pictometry shall copy the Licensed Images and Licensed Software from Pictometry's computer to the Licensee server via the network connection. First Year: License Fee 72,888. Setup Fee 10,000 Delivery Media Total 82,888 Page 2 of 4 Pictometry Licensee 0 040516 Second Year 72,888 9. Taxes: All License Fees or other prices listed in this Agreement are exclusive of Federal, State and Local taxes. Licensee will be responsible for any taxes due under this License Agreement. 10. Payment: The Licensee shall remit to Pictometry International, Corp. twenty -five percent (25 of the first year annual fee upon signing this Agreement and the balance of the first year license fee plus the cost of any Pictometry supplied delivery media within 30 days of the delivery of all Licensed Software and Images, as specified in this Schedule A. All delivery efforts by Pictometry International Corp. shall be coordinated with the Licensee. Payment of the second annual fee shall be due on the one -year anniversary of this delivery date. It is understood that the payment schedule is for the convenience of the Licensee. All monies are considered earned upon delivery of the Image Library. Payment of the second annual fee with the first first annual fee will receive a 2% discount on that second annual fee. Fees past due for 30 days shall be charged a late fee of 1.5% per month. 11. Delivery Schedule: The image capture process and the delivery date may be affected by weather conditions or aircraft availability. Licensee will accept delivery within thirty (30) days of notification by Pictometry. 12. Recommended Minimum System Requirements for Electronic Field Study. A Pentium III with a 450 MHz processor, 128MB memory minimum 256MB+ recommended, Windows NT /2000/XP, a video card with 4 MB memory capable of 1024 x 768 resolution, 100MB NIC and 50MB free disk space for software. 13. Support Services: Additional training and support services are available at the additional costs listed: Products Services Price At Implementation Additional user training sessions —End User or Advanced User. $500 /session Post Implementation Training -At Licensee Location -End User or Advanced User. $500 /session* At Pictometry Advanced User $500/Person /Day -Via the Internet $$350 /Session Post Implementation Technical Support Page 3 of 4 040516 Pictometry Licensee Telephone Support for Licensee Support Contacts 5 Hour Block $500 -On Customer Site Senior Engineer Per Hour, Min 8 Hr. $200 Customer Support Engineer Per Hour, Min 8 Hr. $125 Electronic Field Study Operations Manuals Printed Manuals Plus meal, lodging and travel expenses Page 4 of 4 Pictometry Licensee 040516 $50 SCHEDULE "B" Charges for Image Reproduction 1. All Licensed Images provided pursuant to this License Agreement are and shall remain the property of Pictometry International Corp. and shall contain Pictometry's copynght notices. 2. Any reproductions of the Licensed Images using the Licensed Software, or reproduction or copying of the Licensed Images in any form by any other means by Licensee or an Authorized Subdivision thereof, shall be for internal use or use by "Project Participants" for "Licensee Projects" as covered in Section 4.1(c)(2) of the Licensee or an Authorized Subdivision thereof, unless a fee is paid by Licensee to Pictometry as follows: A. For each Hard Copy of an Image, a fee of $25 shall be paid to Pictometry. All such fees shall be remitted monthly to Pictometry. B. For each Digital Copy of an Image, a fee of $25 shall be paid to Pictometry. All such fees shall be remitted monthly to Pictometry. 3. Licensee may pass these fees on to the authorized persons or entities receiving the Images and charge additional fees for work Licensee performs in preparing, annotating and/or copying the Images. 040516 SCHEDULE "C" Digital Imagery Specifications (Approximate) Community Oblique (Nominal 1% Foot) Footprint Front Line: 5,000 feet (1,524 meters) Back Line• 10,000 feet (3,048 meters) Front to Back 7,500 feet (2,286 meters) Resolution. Front Line: 1.2 feet/pixel (0 37 meters /pixel) Middle Line: 1.6 feet/pixel (0.49 meters /pixel) Back Line: 2.5 feet/pixel (0.76 meters/pixel) Community Orthogonal (Nominal 1 Foot) Footprint: 5,280 x 2,640 feet (1,609 x 805 meters) Resolution: I feet/pixel (0.30 meters/pixel) Neighborhood Oblique (Nominal 6 Inch) Footprint Front Line: 1,600 feet (488 meters) Back Line: 2,400 feet (732 meters) Front to Back: 2,200 feet (671 meters) Resolution: Front Line: 0.4 feet/pixel (0.12 meters/pixel) Middle Line: 0.5 feet/pixel (0 15 meters/pixel) Back Line: 0 6 feet/pixel (0.18 meters /pixel) Neighborhood Orthogonal (Nominal 6 Inch) Footprint 1,650 x 1,100 feet (503 x 335 meters) Resolution• 0.5 feet/pixel (0.15 meters /pixel) Image format Image Quality Absolute Image Accuracy Proprietary image trailer tacked onto industry standard image format. May be exported to industry standard formats. Images will have an unobstructed view of the ground, however there may be occasional cloud shadows. In controlled a around airports, etc., and in areas of rapid elevation changes the image footprint sizes and resolutions may vary. Relative Image Accuracy Approximately 5 meters or less over 1000 meters Approximately 2 -5 meters (Image location accuracies are subject to and dependant upon the accuracy and posting interval of the County Digital Elevation Models, especially in hilly terrain. This accuracy applies only to orthogonal and not oblique images. See note below.) Sensor Positional Accuracy 15 cm absolute Sensor Directional Accuracy 0.01 degrees absolute We utilize a Litton IMU (Inertial Measurement Unit utilized in cruise missiles), a ground station post corrected GPS, and Kalman filtering to achieve the high degree of positional and directional accuracy. Ortho rectification (Nadir Images only) Geo- referenced square pixels The images will be ortho- rectified to back out the optical deviations of the capture system and then resampled, utilizing USGS DEM data (30 -meter postings or better if available from county), to Page 1 of 2 040516 produce square pixels on the ground. Raw digital images will be available for customers who wish to resample with higher resolution elevation data. Image Export JFIF (JPEG), TIFF, GIF, BM? With associated geography file for import into GIS The proprietary image format can be directly read into GIS packages that can import Hilt files or the file can be converted to any of the above image formats. An associated geographic mapping file will be delivered with each orthogonal image for direct import into GIS Geo -data Export delineated text files or ESRI shape files Geo -data may be exported as points, lines, poly lines, or polygons to a delineated text file or ESRI shape file for import into GIS Image Tiling and Contours In our standard package we do not tile the orthogonal images, nor create contours out of the stereo pairs. However, our orthogonal images are in a form that can support both these functions. Notes 1. As of this date, the existing National Map Accuracy Standards focus on conventional analog aerial photography products. Research is currently underway by the major manufacturers of precision digital aerial mapping cameras to update the existing specifications to be more compliant with digital aerial mapping standards. 2. It should be noted that many of the applications identified by Licensee agencies do not require high levels of accuracy, such as 911, Police, Economic Development, etc. For those that have this requirement, it can be achieved post delivery through the use of third party engineering and surveying software packages which allow orthophoto images to be rectified to existing monumentation and ground control data. 3. Pictometry's orthogonal images provide the coordinate accuracy fulfilling most planemetric requirements. Our oblique images are unique to Pictometry and are intended to provide data not available elsewhere and lateral views with more visual information, e.g. building stock analysis. In Pictometry the orthogonal and oblique images are linked for your convenience and additional study. With a few clicks you can find the revealing lateral views and height measurements, etc. afforded by the oblique images and the coordinate accuracy afforded by the orthogonal images. Page 2 of 2 040516 5ectarnannerlOsMab _NApM_OakotrNN family_ eter /NGINNILNw Ealapa3 Y ®`Y Y 64n5'- Paa.1J 8m f Lr ®®21 MITIMEMIEM At N s lt,11 kll ILaiI�NN 6a; PI ,��yya�. oA. n '1� 9LHi�IWI .i' ai<A, t tt.>;s:" Iaaka3.utae wataa mutaa aaaaaa�as a zn Eu�S�I.(fr w nstri t 7l"t3 aaa glain aa '�IF�s�9l a a aquaawEl ra a a a t o u a t g a a aaaaa aaaaaaaaaaasaxa:�aaatd. ircr a ua?far.;yasxrnarlatr aaxr .gyp vaaaaaaoacaaaa.aaaaat• i.0 l i f i �i4LK4aa�iaa3aatmonnuJaaaa l wow edlmaa laa..7aaaaaaaaaaaaaati aata 4aa_lanlaanaaatxla9a a anaaaaaaaaa:a_ anaraaapn, aarxaan,=mlnaaana;tanannab ae asarraa: u aaaaaatHaaa-luaaa a aaxiaaLaxtraaaaaCMaaa° mall aaaaaaaaaaaaaaaaaaaaaaaaa aanalmanaaaaammnowm araaa mannalor &r::J_NAmu aaaaaannaaaar 99 aaaamairaussaa SCOTT HE NEPIN PAM:Et WASHINGTON GOCDH PIERCE RN Edit kora Ovally I r Ft; m aj tua e 4WL Dakota OINCNne 1 I J RICE DekdaNN Co oea;nana racrarpace ra Sears range !1 aa —swrRean SCHEDULE "D" Sector Map J JS I r1 Vaud, --14 xesr alsnr44En®ciQ seeortN_ RE Prpafa 3 10,410M