Item 5BMEMORANDUM
May 11, 2005
To: Honorable Mayor and City Council
From: Ken Balser, AICP, Planning Director
Subject: Consider Interlocal Agreement with the Tarrant Appraisal District
for the use of Pictometry Aerial Photography and Software.
Action Requested: Authorize the City Manager to execute an Tnterlocal Agreement
between the City of Southlake and the Tarrant Appraisal
District (TAD) for- the provision of certain licensed Pictometry
products, encompassing specified aerial images of Tarrant County
including the City of Southlalce.
Background
Information: The TAD has entered into a license agreement with Pictometry
International Corporation for the use of its unique digital aerial
photos of Tarrant County and software which enables the viewing,
measurement, and overlaying of digital images. Under the
licensing agreement with Pictometry, all the governmental entities
that fund TAD can use the Pictometry products at no cost..
The city currently uses orthogonal (straight down) aerial maps
provided by the North Central Texas Council of Governments for
site evaluation and analysis. These images only reveal the top of
structures. The Pictometry digital aerials consist of orthogonal
images like ordinary aerial photos; however, over 80% of
Pictometry's images are oblique (taken from angles) so that
features can be seen in their entirety. These images reveal the
front, back and sides of objects. Also, the Pictometry software
enables the user to easily conduct the following:
1) measure the length, width and height of any feature in the
image;
2) click on any feature in an image and acquire its geo-
coordinates and/or elevation; and
3) automatically calculate perimeter, acreage or, square footage of
any area or building;
The Pictometry aerials and software will provide city departments
with immediate access to information that will result in more
efficient and detailed site analysis and evaluation..
Financial
Considerations: No cost for the imagery, software or training. Minimal cost, less
than $300, for the purchase of a small portable hard drive to
download and stare the Pictometry images and software,.
Citizen Input/
Board Review: M /A.
Legal Review: The City Attorney has reviewed the agreement.
Alternatives: Approve it, deny it, or modify it.
Supporting
Documents: City of Southlake /Tarrant Appraisal District's Interlocal
Agreement
Staff
Recommendation: Staff recommends approval of the interlocal agreement between
TAD and the City of' Southlake.
Attachment A: Interlocal Cooperation Agreement
ATTACHMENT A
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT §
INTERLOCAL COOPERATION AGREEMENT
WHEREAS, the Tarrant Appraisal District (hereinafter referred to as "TAD") has entered into a
License Agreement (hereinafter referred to as "the License Agreement" or "License Agreement") with
Pictometry International Corporation (hereinafter referred to as "Pictometry") for the provision of
certain licensed Pictometry products, encompassing, among others, specified aerial images of
Tarrant County, Texas and all or portions of selected adjacent jurisdictions; and
WHEREAS, the CITY OF SOUTHLAKE (hereinafter referred to as "City' or the City") has evaluated
the contemplated Pictometry products and determined that those products would be beneficial to the
City and the governmental entities it serves; and
WHEREAS, Chapter 791 of the Texas Government Code, otherwise known as the Interlocal
Cooperation Act, authorizes political subdivisions of the state to enter into cooperative agreements for
governmental services and functions, including those set forth herein; and
WHEREAS, TAD's contemplated License Agreement with Pictometry incorporates specific provisions
under which Authorized Subdivisions can utilize licensed Pictometry products; and
WHEREAS, the City, as a governmental entity within TAD's established boundaries, qualifies as an
Authorized Subdivision under the aforementioned License Agreement,
NOW, THEREFORE, TAD and City agree as follows:
1. The City is herewith designated as an Authorized Subdivision pursuant to the License
Agreement by and between the Tarrant Appraisal District and Pictometry International
Corporation, a copy of which is attached hereto and made a part hereof as if fully set forth herein.
2. TAD, in accord with the aforementioned License Agreement, shall:
A. Load, at TAD, those Licensed Products (including Licensed Software and Licensed
Images) provided under the License Agreement onto a portable storage device or hard
drive supplied by City, with said storage device having both the capability to interface
via a USB 2.0 connection with TAD hardware and possessing sufficient capacity to
receive the requisite images it desires. The Licensed Software and Licensed Images
provided herewith shall only be used for City governmental purposes and exclusively
on designated workstations/computers used and owned andlor leased by City;
B. Coordinate, organize, and arrange (as part of the initial implementation of the Licensed
Pictometry Products provided herewith and in conjunction with the scheduled training
of other Authorized Users from other Authorized Subdivisions) for Pictometry to train
the City -designated Authorized Users, Such training shall include End User training for
City -Authorized Users and a combination of End User and Advanced User technical
training for City designated -Authorized Users from the City.
C. Provide, as feasible and within TAD's capabilities and know-how, telephone technical
support to help resolve issues and problems in the installation, maintenance, and use
of the Licensed Products provided herewith.. Should TAD be unable to timely or
otherwise address and resolve the issues or problems, Pictometry will be contacted by
TAD to directly provide the needed technical support and assistance; and
D. notify the City within ten (10) business days after TAD receives notice from
Pictometry of any Pictometry actions, conditions, or circumstances which could affect the
City's rights under this Agreement..
3. The City shall:
A, Be deemed both an agent of TAD and an Authorized Subdivision under the License
Agreement and, as such, fully comply with and abide by all the applicable obligations and
responsibilities of the License Agreement including, but not limited to, those regarding the
use and distribution of Licensed Products;
B. Designate a "Pictometry Coordinator" who will serve as the primary contact for TAD and
Pictometry in technical, training, reporting, and other matters arising out of this
Agreement, the License Agreement, and the Licensed Products;
C. Provide Pictometry, with a copy to TAD, with a list indicating the names and job titles of
City employees (referred to as "Authorized Users" in the License Agreement) who will be
using any Licensed Software and/or accessing the Client Image Warehouse, the particular
Licensed Software to be installed on their individual workstation/computer, and the
physical location, serial number, and/or other identifying information of the designated
workstation/computer (referred to as "Authorized Workstations" in the License
Agreement). An initial list with the aforementioned information shall be provided to
Pictometry, with a copy to TAD, at least ten (10) business days prior to installation of any
Licensed Software (including the Electronic Field Study software), For any and all
subsequent additions, deletions, and/or other changes to the initial list, revised lists shall
be provided to Pictometry, with a copy to TAD, not less frequently than at least five (5)
business days prior to the end of each calendar quarter;
D. Provide Pictometry, with a copy to TAD, with a list indicating the physical location, serial
number, and/or other identifying information about the server or servers on which the
Client Image Warehouse and other Licensed Software and Products will be installed and
the names, job titles, and telephone numbers of City employees responsible (referred to
as "Authorized Users" in the License Agreement) for that server or those servers. An initial
list with the aforementioned information shall be provided to Pictometry, with a copy to
TAD, at least ten (10) business days prior to installation of any Licensed Software. For any
and all subsequent additions, deletions, and/or other changes to the initial list, revised lists
shall be provided to Pictometry, with a copy to TAD, not less frequently than at least five
(5) business days prior to the end of each calendar quarter;
E.. Assure that it will only allow its listed Authorized Users to use, operate, and/or have
access to any of the Licensed Products, that it will only allow access to any of the
Licensed Software and any Licensed Images through its listed Authorized Workstations,
that it will protect Licensed Products against unauthorized use, disclosure, copying, and/or
dissemination, and that it will cause all of its listed Authorized Users to comply with the
previsions, terms, conditions, and limitations of the License Agreement;
F. Direct all questions, requests, and other technical matters and issues to TAD's
designated representatives for appropriate handling;
G. Meet or exceed the minimum workstation and server system requirements stipulated in
the License Agreement; and
N
H. Inform TAD, in writing, at least 145 days before expiration of the initial 24--month term of
the License Agreement as to whether or not it wishes to continue this cooperative
endeavor.
4. Terms and Conditions
A. Should any conflicts or differences in language and/or interpretation between this
Interlocal Cooperation Agreement and applicable provisions of the License Agreement
occur, the applicable provisions and language of the License Agreement shall govern
B. TAD makes no representations or warranties (oral, written or implied) concerning, nor
does it accept any responsibility or liability of any kind and in any respect for, the Licensed
Pictometry Products, Pictometry training, and other Pictometry products and services
being made available under this Agreement, and the City fully understands and accepts
this disclaimer,
C. The City is responsible for all costs and obligations associated with City personnel,
facilities, computers, servers, accessories, devices, tools, software, and other tangible and
intangible City resources and property used and/or maintained in conjunction with this
Agreement, and TAD has no responsibilities, legal, financial or otherwise, with respect
thereto.
D. The attached "Interlocal Cooperation Agreement Terms and Conditions" are incorporated
herewith and made a part hereof as if fully set forth herein.
5 Term
A., This Agreement shall commence on the latest of the signature dates specified below and
shall continue, unless terminated sooner as provided hereunder, for the same term as the
License Agreement by and between the Tarrant Appraisal District and Pictometry
International Corporation,
IN WITNESS WHEREOF, duly authorized representatives of the parties hereto have executed this
Agreement on the dates shown below.
TARRANT APPRAISAL DISTRICT
Author' Signature:
Printed Name: John R. Marshall
Title: Executive Director/Chief Appraiser
Date:
CITY OF SOUTHLAKE
Authorized Signature:
Printed Name:
Title:
Date:
INTERLOCAL COOPERATION AGREEMENT
TERMS AND CONDITIONS
These terms and conditions are, by reference, incorporated into and made a part of the accompanying
Interlocal Cooperation Agreement:
Relationship of Parties
Neither parlay to this Agreement has the authority to bind or make any commitment on behalf of the other
party.
Changes/Amendments
No oral statement of any person shall modify, amend, or otherwise change or affect the provisions,
terms, or conditions stated in this Agreement. All changes or modifications to this Agreement shall be
made in writing as agreed upon by the parties.
Funding Out/Non-A ra riation
Notwithstanding any provision to the contrary, this Agreement will terminate if the governing body of the
Tarrant Appraisal District or its successor fails to appropriate the necessary funds for a subsequent
year's funding of this Agreement. In such circumstances, the Tarrant Appraisal District shall not be liable
for any services rendered or products provided after notification by TAD that this Agreement is
terminated for lack of funding.. All Licensed Software and Licensed Images will be returned to TAD and/or
Pictometry in the case of such termination by failure to appropriate the necessary funds for a subsequent
year's funding of this Agreement..
Conflict of Interest
No public official shall have an interest in this Agreement except in accordance with Vernon's Texas
Codes Annotated, Local Government Code Title 5 , Subtitle C, Chapter 171..
Ethics
Neither TAD nor the City shall offer or accept gifts or anything of value nor enter into any business
arrangement with any employee, official, or agent of the other or Pictometry..
Lawful Compliance
The parties to this Agreement shall comply with all federal, state, county, and municipal statutes,
ordinances, rules, and regulations.
Immunity
It is expressly understood and agreed that, in the execution of this Agreement, neither party waives, nor
shall they be deemed to hereby have waived, any immunities or defenses that would otherwise be
available to them against claims arising in the exercise of their governmental functions.
TAD Indemnification
The City shall defend, indemnify, and hold harmless TAD and all its officers, agents, and employees from
all suits, actions, or other claims of any character, name, or description brought for or on account of any
injuries or damages received or sustained by any entity, person, persons, or property on account of any
negligent act or fault of the City, or any agent, employee, subcontractor, or supplier in the execution of, or
performance under, this Agreement. The City shall pay any judgment with costs which may be obtained
against TAD growing out of any such injury or damages.
Assignment
Neither party shall assign, transfer, sell, or convey this Agreement, in whole or in part, without the prior
written consent of the other party.
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Force Maieure_
Neither party shall be responsible for any failure or delay in performance of its obligations under this
Agreement because of events of force majeure or circumstances beyond its control, including, but not
limited to, acts of God, floods, fires, riots, terrorist acts or the threat of terrorist activity, strikes or work
stoppages, embargos, government actions, or a similar event or events, When a party is unable to
substantially perform because of a force majeure event, it shall timely notify the other party of its inability
to so perform, and, if that inability continues for more than 30 days, the party so notified may then
terminate this Agreement without further notice. This provision shall not, however, release the party
unable to perform from using its best efforts to avoid or remove such circumstance and such party
unable to perform shall continue performance hereunder with the utmost dispatch whenever such causes
are removed.
Severabi L
If any provision of this Agreement is declared or found to be illegal, unenforceable, or void, then all
parties will be relieved of all obligations arising under such provision, but only to the extent that such
provision is illegal, unenforceable, or void, It is the intent of the parties to this Agreement that any such
provision be modified or amended as necessary to make it legal and enforceable. If the remainder of this
Agreement in unaffected by the declaration or finding, it shall remain in full force and effect to the extent
permitted by law.
Interprgta_tions
The titles of the several paragraphs and sections hereof are inserted for convenience of reference only
and shall be disregarded in construing or interpreting the provisions of this Agreement.
Termination
Both parties reserve the right to enforce the performance of this Agreement in any manner prescribed by
law or deemed to be in their respective best interests in the event of a material breach or default of this
Agreement.. In the event one of the parties fails to perform, keep, or observe a material provision, term,
and/or condition of this Agreement, the other party shall give the non -compliant party written notice of
such material breach or default and, if same is not remedied to the satisfaction and approval of notifying
party within thirty (30) calendar days of receipt of such notice, default may be declared and all the non-
compliant party ,s rights shall terminate.
No waiver of any breach of this Agreement shall be deemed to constitute a waiver of any subsequent
breach of the same or any other provision, term, and/or condition..
Effect of Termination or Expiration
Upon termination or expiration of this Agreement, the City shall immediately 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 City 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 Sections 4.1 (c)(2) of the License Agreement)..
Access to Records
During the terra of this Agreement and for a period of three (3) years after the date of its termination or
expiration, the City shall make available to TAD for inspection and copying on reasonable notice and at
reasonable hours all books and records, including electronically retained information, pertaining to the
City compliance with the provisions of this Agreement.
Survival of Rights and Obligations After Termination of License
The provisions of Articles 2, 7, 8, 9, and 10 of the License Agreement shall survive any termination or
expiration of this Agreement. Within thirty (30) days of the date of termination or expiration of this
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Agreement, the City shall purge the Licensed Software and Licensed Images from any and all of its
servers, computers/workstations, and other devices and/or facilities.
Rights of Others
Exclusive of Pictometry's intellectual property and other rights under the License Agreement, this
Agreement shall not create any rights in parties not signatories hereto.
Notices
All notices required to be given hereunder shall be in writing, shall be deemed effective when received,
and shall be delivered either in person, by facsimile transmission (with confirmation of receipt), or by
registered or certified mail to the other party at the address or fax number shown below:
Tarrant Appraisal District
Attn: John Marshall Attn:
2500 Handley-Ederville Road Address:
Fort Worth, Texas 76118
Fax: 8-17-595-6198 Fax:
Entire A regiment
This Agreement, together with any approved addenda and amendments, if any, constitutes the entire
agreement of the parties and supercedes in all respects any and all prior oral or written proposals,
negotiations, understandings, and other agreements between the parties.
Venue
This contract will be governed and construed according to the laws of the State of Texas. This
agreement is performable in Tarrant County, Texas.
LICENSE AGREEMENT
THIS AGREEMENT is made as of the date set forth below (the "Effective Date") by and between
Pictometry International Corporation, a Delaware company with offices at 100 Town Centre Drive,
Suite A, Rochester, NY 14623 ("Pictometry"), and Tarrant Appraisal District, a political subdivision
of the State of Texas („Licensee"), located at 2500 Handley-Ederville Read, Fort Worth, Texas
76118-6909.
Intending to be legally bound, Pictometry and the Licensee (each a "party") hereby agree:
1. ARTICLE - DEFINTIONS
Definitions - As used her6n, 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 software, 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.
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" ("CIM") 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 "Electrohic Photo Image" Orthogonal and oblique digital images, automatically
captured from airborne 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" ("Cl") A set of three images, each covering the entire sector;
one from directly overhead, and two from different oblique angles. s
1.12 "Neighborhood Images" ("NI") A set of fifty overlapping, oblique images blanketing
the entire sector, providing for a higher degree of detail.
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 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 Rights, (b) that it
will use reasonable efforts to protect the Proprietary Rights and to cooperate in Pictometry's
efforts to protect them, including placing and maintaining 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 awns and retains all
ownership rights in trademarks, trade names, logos, and designations used by Pictometry in
connection with the Licensed Products. Licensee 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 seal and
appropriate Licensee organizational contact information so long as these annotations in no
way obscure or deface the Pictometry marks. Licensee further agrees that Licensee 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 nonexclusive right to use Pictorrietry's trademark is coterminous with this
Agreement.
2.3 Electronic and Other Publishing: Except as provided in Schedule B and Article 4 of
this Agreement, Licensee is specifically prohibited from publishing in any way (including by
making available on the Intemet or World Wide Web or any other general 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..
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 in confidence for Licensee's use so that Licensee may exercise its rights under the
License and for no other purpose. Licensee 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 rights and
obligations under this Agreement. Licensee 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 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.
2.6 Compliance with Texas Law: The terms of this Agreement are expressly made subject
to the laws regarding access to public records in the State of Texas. In the event Licensee
receives an open records request to inspect all or any part of the Licensed Products, and/or
receive a copy thereof, Licensee agrees to promptly notify Pictometry andreasonably
cooperate with Pictometry in protecting the Licensed Products from disclosure as a trade
secret and confidential information of Pictometry. As long as the Licensee complies
2
with the laws regarding access to public records in the State of Texas, the Licensee shall
not be liable to Pictometry or its successors in title to the Licensed Products for any
disclosure that is required by Texas law, and this contract shall not be terminated by
Pictometry by reason of the Licensee's compliance with Texas Law.
3. ARTICLE -- LICENSED PRODUCTS AND AUTHORIZATIONS
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.r'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.
3.2 System Installation: After execution of this Agreement, Licensee will provide storage
media for the installation of the Licensed Images and Licensed Software set forth in
Schedule A. 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 onto computers to be designated by the Licensee as provided in
Section 6A below. Upon request by the Licensee and payment of Pictometry's fees and
expenses as set forth from time to time on Pictometry's price lists, Pictometry will deliver
added copies of the Licensed Images and Licensed Software for other or replacement
computers. The Licensee will be responsible for assuring that the computer system being
used for these purposes satisfies the minimum requirements set forth in Schedule A.
3.3 Licensee May Authorize Subdivisions: The Licensee may, from time to time,
authorize any department, location, or governmental entity (hereinafter "Authorized
Subdivisions") within Licensee's established and extended area to install Licensed Products
on computers owned (or leased) and used by those Authorized Subdivisions and to use and
execute the Licensed Software for official and lawful governmental purposes only, all in
accordance with this Agreement. Pictometry shall initially install and/or assist Licensee with
initial installation of the Client Image Warehouse and EFS software on Licensee's servers
and Authorized Workstations. For Authorized Subdivisions, Licensee shall, at its site, load
the Client Image Warehouse and EFS software onto a portable storage device or hard drive
supplied by the Authorized Subdivision, with said storage device having both the capability
to interface via a USB 2.0 connection with Licensee hardware and possessing sufficient
capacity to receive the requisite images for the Authorized Subdivision. Thereafter, it shall
be the Authorized Subdivision's responsibility to properly install the Licensed Products in its
Authorized Workstations and servers for use by its Authorized Users. In accord with
paragraph 3,, of Schedule 'A" hereof and with Licensee assistance in organizing and
coordinating, Pictometry shall, furthermore, initially train and/or make provision for the initial
training of Authorized Subdivision personnel in the application and use of the Licensed
Software and Products. Licensee shall provide Pictometry with a list of its Authorized
Subdivisions, including the names, mailing addresses, telephone numbers, and e-mail
addresses of the key contact person for each Authorized Subdivision. All Authorized
Subdivisions shall operate under this Agreement as agents of the Licensee and comply with
all obligations of Licensee with respect to the use and distribution of the Licensed Products,
and Pictometry may look to the Licensee alone for assuring compliance with the terms and
conditions of this Agreement,
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 an Authorized Subdivision, as may
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be designated to use and execute the Licensed Software on the designated computers..
Licensee agrees: (a) that it 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 it will not
allow access to any of the Licensed Software or any Licensed Images except through
Authorized Workstations, and (c) that it will cause all Authorized Users to comply with all of
the terms, conditions, and limitations applicable to the Licensee 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.
No workstation shall be an Authorized Workstation unless its identification and location are
given in writing to Pictometry as required by Section 6A below.
4. ARTICLE - GRANT OF LICENSE
4.1 License Grant and Uses: In consideration for the payment of the License Fees
provided for in Article 5. below, and subject to the other terms and conditions of this
Agreement, Pictometry hereby grants to Licensee, and Licensee hereby accepts, a
nonexclusive, nontransferable, limited license (the "License") as follows:
(a) Installation: To install the Client Image Warehouse on its servers and related
Licensed Software on its Authorized Workstations, all of which shall be owned (or
leased) by, shall be located on the property of, shall be under the control of, and,
shall be used by the Licensee. None of the Licensed Products shall be accessed
except through such designated servers and Authorized Workstations, This same
provision shall apply to all duly designated Authorized Subdivisions, including
their Authorized Workstations and Authorized Users, -'
(b) Documentation: To copy and use the related user documentation included in the
Licensed Products in connection with the activities and uses 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 and/or of the Authorized Subdivisions and to 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 Authorized Subdivisions, to use and execute the
Licensed Products for internal use in pursuit of its or their lawful
governmental 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 and/or
an Authorized Subdivision on a project of the entity ("Entity
Project" as 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 Authorized
Subdivisions' facilities only, but not to make any electronic or digital
copies of the Licensed Images ("Digital Copy"). For these purposes,
"Entity Project" shall mean any plan or effort for construction,
4
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 an Authorized Subdivision in pursuit of its
lawful public responsibilities, including any such assets (such as
roads and public buildings) that are provided by the Licensee or an
Authorized Subdivision for use by the public. The Licensee or any
Authorized Subdivision may sell Hard Copies made pursuant to this
subsection 4.1(c)(2) at whatever price, or no price, as the Licensee or
Authorized Subdivision may determine, and without paying any
special License Fee or other remuneration to Pictometry. The
Licensee or Authorized Subdivision shall cause each Entity Project
Participant to agree to use the hard copies solely in connection
with the Licensee's or Authorized Subdivision's Entity Project and to
return the Hard Copies upon completion of its participation in the
Licensee's or Authorized Subdivision's Entity Project..
(3) For Public Use: Pictometry acknowledges that Licensee intends to
place cropped pictures of individual properties in its appraisal records
and utilize such cropped pictures in Appraisal Review Board hearings,
in legal and court proceedings, and on Licensee's website. Pictometry
acknowledges that the Licensee's intended use of cropped pictures of
individual properties will require that such images be disclosed to
individual property owners or their agents as required by the laws of
the State of Texas. Pictometry specifically agrees to these particular
uses and agrees to permit disclosure and copying of its copyrighted
Images for these limited purposes (as stated in this subsection)
without waiving its right to protect its copyright in the context of other
requests. In the case of any other requests for copies of the Images in
any other context, the Licensee agrees to refer the requestor to
Pictometry to obtain copies and to make reasonable efforts to
cooperate with Pictometry in protecting its rights in accordance with
law.
4.2 Limitations Can License: In addition to its other obligations under this Agreement,
Licensee agrees: (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 Authorized
Subdivisions, (b) that Licensee 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 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 its Authorized 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, (ii) with Pictometry'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 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
E
assist those persons in understanding the limitations on the accuracy of the information
developed through the Licensed Products,
4.3 Pictornetry`s Reserved Rights: Pictometry reserves the right from time to time, in its
sole discretion and without liability to Licensee, 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. Pictometry may continue to 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. ARTICLE - LICENSE FEES
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 and the second annual fees shall be
earned on the delivery and acceptance date (which acceptance shall be no more than 30
days after the initial installation date), even though payment of the second annual fee
is deferred, as provided on Schedule A.,
6. ARTICLE - .OBLIGATIONS OF LICENSEE
6.1 Ground Control Facility: Licensee agrees to provide access to a secure facility with
known monument ground coordinates for the operation of Pictometry's ground control
equipment on an ongoing basis. Such facility is to be within ten (10) miles of the airport to be
used by Pictometry,
6.2 Geographic Data: Licensee agrees to provide to Pictometry any geographic data
available, including digital elevation models, street centerline maps, tax parcel maps,
centrolds, etc. This data will be incorporated into the Image Library licensed to the Licensee.
For any of this data that is owned by the Licensee, Licensee agrees Pictometry may
distribute this data with the Image Library to other Licensees. In providing any such
geographic or other data, Licensee accepts no responsibility for the accuracy,
completeness, condition, suitability, and/or timeliness of the data, and, in accepting any
such data, Pictometry and any parties to whom the data may be provided by and/or
through Pictometry shall indofficers, emnify and hold Licensee and its ocers, agents, and
employees harmless from any and all suits, actions, or other claims (including
reasonable Licensee legal expenses) of any character, name, or description which
might arise from acceptance and/or use of the Licensee data.
6.3 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
and Authorized Subdivision Authorized Users. If additional support is required by Licensee,
only these technical support contacts will have access to telephone support from Pictometry.
6.4 Designation of Authorized Subdivisions, Users, Servers, Workstations: Licensee
agrees that, within forty-five (45) days after receipt of the Licensed Products, it will furnish to
Pictometry in writing lists of:
0
(a) All Authorized Subdivisions, as provided in Section 3.3 above,
(b) All its servers and its Authorized Workstations on which any of the Licensed
Software is or will be installed, as provided in Section 3.5 above, including their
locations and identification information.
The Licensee agrees that it will,
(a) Send revisions of the above lists to Pictometry on the first day of each calendar
quarter thereafter, adding or deleting the information on them so that the lists will
be complete, accurate, and up-to-date. In order to be in compliance with this
Agreement at all times, the Licensee may submit revisions in between those
quarterly updates.
(b) Stipulate in its agreements with Authorized Subdivisions that they provide
Authorized User and Authorized Workstation and server fists and associated
information directly to Pictometry, with a copy to Licensee, on the same basis
and frequency as required by Licensee under this Agreement,
6.5 Needs Assessment Study: Pictometry may render services in connection with
preliminary assessment of the land information needs of the Licensee. Payment and terms
for that service are negotiable.
6.6 Market Conditions: Licensee will advise Pictometry promptly concerning any market
information or sales leads that come to Licensee's attention respecting Licensed Products..
6.7 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.
6.8 Notification: Licensee will (a) notify Pictometry in writing of any claim or proceeding
involving any of the Licensed Products within ten days after Licensee learns of the claim or
proceeding and (b) report promptly to Pictometry all claimed or suspected defects in any
Licensed Product.,
7. ARTICLE .. 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
parry 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.
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 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. ARTICLE - DURATION AND TERMINATION OF LICENSE
8.1 Initial Term: The initial two-year term of this Agreement shall commence upon the
installation and Licensee acceptance (which acceptance shall be no more than 30 days after
initial installation) of the Licensed Images and Licensed Software and shall expire, unless
sooner terminated in accordance with Section 8.3, twenty-four (24) months thereafter.
8.2 Renewal: Effective as of the end of the initial twenty-four (24) month term, Pictometry
will grant an extension of the Licensed Products to Licensee, only in accordance with the
following:
(a) If no later than the 120th day before the end of the initial 24-month term,
Licensee enters into a renewal License Agreement with Pictometry for an
additional two years for new Licensed Images with a total dollar value equal
to or greater than that of the existing Licensed Images, then Pictometry will
grant a perpetual License to Licensee for the existing Licensed Products; or
(b) If no later than the 120th day before the end of the initial 24-month term,
Licensee enters into a renewal License Agreement with Pictometry for an
additional two years for new Licensed Images with a total dollar value (using
the existing unit prices) 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 a one-time payment equal to 20% of 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
(c) If no later than the 15th day after the expiration of the initial 24-month term,
Licensee pays Pictometry a one-time payment equal to 20% of the previous
annual fee due ($83,634) under this Agreement, Pictometry will grant a
perpetual license to Licensee for the existing Licensed Products. Thereafter,
Licensee may extend the License annually, upon the anniversary of the
expiration date, by paying Pictometry a maintenance and support fee equal to
5% of the original annual fee ($20,908.50) due under this Agreement. Said
maintenance and support shall include software updates and upgrades, not
less than 10 hours of telephone support per year, and the ability to add
and maintain images through use of, and in conjunction with, the Licensed
Products.
Any extensions will be subject to the same terms and conditions as are provided in this
Agreement except that the annual fees under Section 5.1 and Schedule A will be eliminated.
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
EI=S 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
E:3
Copies of Images in its possession or under its control (excluding those Images produced in
the activities described in Sections 4 1 (c)(2) above),
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 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
compliance with the provisions of this Agreement.
8.6 Survival of Rights and Obligations After Termination of License: The provisions of
Articles 2, 7, 8, 9, and 10 of this Agreement shall survive any termination or expiration of this
Agreement, Within thirty (30) days of the date of termination or expiration of this
Agreement, Licensee shall pay Pictometry all undisputed amounts due for services rendered
to the date of termination, and purge the Licensed Software and Licensed Images.
8.7 Funding Out: Notwithstanding any provision to the contrary, this contract will terminate
if the governing body of the Licensee or its successor fails to appropriate the necessary
funds for a subsequent year's funding of this contract. In such circumstances, the Licensee
shall not be liable for any services rendered or products provided after notification to
Pictometry that the contract is terminated for lack of funding. All Licensed Software and
Licensed Images will be returned to Pictometry in the case of such termination by failures to
appropriate the necessary funds for a subsequent year's funding of this Agreement.,
9. ARTICLE -LIMITED WARRANTY DISCLAIMER OF WARRANTIES 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 pursuant to this Agreement will be true and usable copies as of the date of capture
and (b)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. Upon
notice to Pictometry of any breach of the warranty in clause (b) above, Pictometry will use. its
reasonable efforts to timely correct the problem so as to allow the Licensed Products to
produce Images and related data that are usable for the general purposes intended. 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.
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 ADDITIONAL 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
04
use of the Licensed Products, the total liability of Pictometry shall in the aggregate be limited
to the aggregate 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 SHALT_ 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,.
9.4 Indemnification: Pictometry agrees to indemnify and hold harmless the Licensee from
any damages, penalties, or expense, including attorney's fees, that may arise from the
Licensee's cooperation with Pictometry in protecting Pictometry's copyrights, trade secrets,
and other rights in the Licensed Products that are the subject of this Agreement.
10. ARTICLE GENERAL
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 Authorized 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: Mr. John R. Marshall
Chief Appraiser
Tarrant Appraisal District
2500 Handley-Ederville Road
Fort Worth, Texas 76,118-6909
10
If to Pictometry: Pictometry International Corporation
Attn: Michael J. Neary
100 Town Centre Drive, Suite A
Rochester, NY 14623
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 accepted by
Pictometry at its principal place of business_ It shall be governed by and construed in
accordance with the laws of the State of Texas. The U.S. District Court in the Northern
District of Texas or the district and appellate courts of the State of Texas having jurisdiction
in Tarrant County, Texas, and no other courts, shall have jurisdiction to adjudicate any
disputes arising out of, or in connection with, this Agreement, and each party hereby
unconditionally submits to the personal jurisdiction of those courts. Venue for any
action arising out of this Agreement shall be in Tarrant County, Texas_
10.6 Severability: In the event 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: Pictometry shall not be responsible for any failure to perform due to
unforeseen circumstances or to causes beyond Pictometry's 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..
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on the latest
of the signature dates specified below.
PICTOMETRY INTERNATIONAL CORPORATION
By: )l /r.' , ,-, I y n iA122J,'I
v
Name: Mi hael J. Ne
TARRANT APPRAISAL DISTRICT
By:
N ?John. Marshall
Title: Senior Vice President, Administration Title: Executive Director/Chief Appraiser
Date: /� �/0 Date: ' D
Attachments:
Schedule A: Licensed Products, Services, and Fees
Schedule B: Image Reproduction Charges
Schedule C: Digital imagery Specifications
Schedule D: Sector Map
I
SCHEDULE A
LICENSED PRODUCTS, SERVICES, AND FEES
1. Licensed Images: The following Licensed Images shall be delivered to Tarrant Appraisal District
("Licensee") by Pictometry International Corporation:
A. US Census Bureau TIGER line files of Licensee District as extended or a base map -supplied
by Licenses.
B, U,S.G.S Digital Elevation Models (DEMs) or Licensee DEMs in USGS standard format or in
industry standard point shape file format.
C. Images procured with a 6 megapixel camera:
(1) Community Images covering 1,315 sectors of the Licensee as indicated on the
attached map.
a. Each sector will have approximately:
• 3 Oblique images..
» 3 Oblique images taken from a direction opposite to the three oblique
images immediately above.
b. Community Oblique Images may be taken when there is leaf cover.
c. 1,315 Community sectors @ $40 minus 40% discount ($24.00 per image) _
$31,560
(2) Approximately 54 Oblique Neighborhood Images per sector covering the portion of
the District's established and extended area as designated on the attached map,
totaling to approximately 1,315 sectors.
a. Neighborhood Images will be taken when there is less than 30%q leaf cover and no
snow..
b. 1,315 Neighborhood sectors @ $290 minus 40% discount ($174.00 per image)
$228,810
(3) Approximately 54 Oblique Neighborhood Images per sector, from the opposite
direction as captured in # (2) above, covering the portion of the County as designated
on the attached map, totaling to approximately 1,315 sectors.
a. 1,315 Neighborhood sectors @ $200 minus 40% discount ($120.00 per image) _
$157,800
(4) Images are to be delivered with an image size of approximately 3 MB.
2. Documentation: Pictometry International Corporation shall fumish two (2) digital copy of the
Documentation for the Licensed Software.
3. Training: Pictometry International Corporation shall conduct four End User orientation sessions for up
to 25 people per session for employees of the Licensee andlor Authorized Subdivisions thereof at the
Licensee's site. In addition, there will be combined End User and Advanced User technical training for
two groups of up to 10 people each using Licensee computers,
4. Telephone Support: Pictometry shall provide up to 20 hours of telephone support over the initial two-
year term to the people who have completed the Advanced User technical training.
1
Nov-10, 2004 4:35PM
No,5804 P. 3
5, Licensed Software: Pictometry International Corporation shall supply one copy each of the
Pictometry CIM and EFS Software, latest versions, on the Storage Media as specified herein. Licensee
may download updated versions of the Licensed Software free of charge for a period of two years from
the date of installation and acceptance (which acceptance shall be no more than 30 days after the initial
installation date), along with a copy of the updated documentation.
6. License Fees: The Annual License Fee shall be, and shall not exceed, pour Hundred Eighteen
Thousand One Hundred Seventy Dollars ($418,170) for the initial two-year term of the License
Agreement.
A. This is the annual license fee for the images, software, documentation, training, and
telephone support described in paragraphs 1. through 5. immediately above and in this
License Agreement, and except for such additional services (per paragraph 15, below) as
Licensee and/or Authorized Subdivisions may elect to receive, there shall be no other
Pictometry charges to Licensee during the initial two-year term of this License Agreement.
B. The total initial two-year costs are as follows:
Annual Cost/First Year
License Fee $418,170
Delivery Media $ At Licensee option/cost
$418,170
Annual Cost/Second Year 418,170
License Fee
Two -Year Total = $836,340
7. License Term: The initial duration or term of the License is two (2) years at the above annual license
fees:.
8. Perpetual t_icense Conversion: This License may be converted to a perpetual License at the end of
the initial 24Mmonth term pursuant to the following:
A. If no later than the 120th day before the end of the initial 24-month term, Licensee enters into
a renewal License Agreement with Pictometry for an additional two years for new Licensed
Images with a total, dollar value equal to or greater than that of the existing Licensed images,
then Pictometry will grant a perpetual License to Licensee for the existing Licensed Products; or
B. If no later than the 120th day before the end of the initial 24-month term, Licensee enters into
a renewal License Agreement with Pictometry for an additional two years for new Licensed
Images with a total dollar value (using the existing unit prices) 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 a one-time payment equal to 20% of 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
C. if no later than the 15th day after the expiration of the initial 24-month term, Licensee pays
Pictometry a one-time payment equal to 20% of the previous annual fee due ($83,634) under
this Agreement, Pictometry will grant a perpetual license to Licensee for the existing Licensed
Products. Thereafter, Licensee may extend the License annually, upon the anniversary of the
expiration date, by paying Pictometry a maintenance and support fee equal to 5% of the original
annual fee ($20,908.50) due under this Agreement, Said maintenance and support shall include
ability to add and maintain images through use of, and in conjunction with, the Licensed
Products.
9., Image Unit Price Extension: If Images are taken at least every two years after the initial two-year
term of this License Agreement, the unit prices for the Images covered under paragraph 1 � C. above
shall remain, for a four-year period beyond the initial two-year term, at no more than the discounted
prices shown, namely $24.00 per community oblique image, $174..00 per neighborhood oblique image,
and $120 per neighborhood oblique image taken from an opposite direction to the previously captured
neighborhood oblique image.. After this four-year period, the unit prices of the Images will not increase
by more than 10% in any one subsequent year.
10. Minimum Licensee Server Requirements: Licensee will make available on Licensee Server enough
disk storage space to accommodate the Licensed Images and Licensed Software. This is estimated to
be 520 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 c6nnection.
11, 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.
12. Payment: The Licensee shall remit to Pictometry International Corporation twenty-five percent
(25%) of the first -year annual license fee by January 2"d, 2005, with balance of the first -year license fee
plus (if Licensee elects to purchase same from Pictometry) the cost of any Pictometry-supplied delivery
media within 45 days of the delivery and acceptance (which acceptance shall be no more than 30 days
after the installation date) by Licensee of all Licensed Software and Images, as specified in this
Schedule A. All delivery efforts by Pictometry International Corporation shall be coordinated with the
Licensee. Payment of the second annual license fee shall be due on the one-year anniversary of the
delivery and acceptance date (which acceptance shall be no more than 30 days after the installation
date). If payment of the second annual fee accompanies the first annual fee payment, a 2% discount on
the second annual fee will be granted. License fee payments past due for 30 days shall be charged a
late fee of 1.5% per month.
13.. Delivery Schedule: The image -capture process and the delivery date may be affected by weather
conditions, leaf cover, and/or aircraft availability. Subject to these and the force majeure factors
indicated elsewhere in the License Agreement, Pictometry shall make every good faith effort to fly and
capture the Images specified herein within a timeframe extending from late November, 2b04 to early
January, 2005 or such earlier or later time as weather and/or other pertinent conditions permit.
Pictometry shall, furthermore, make every good faith effort to deliver completed products to Licensee by
or before February 1, 2005. The same requested image -capturing timeframe (late November to early
January or earlier) and February 1 delivery date shall apply should Licensee elect to obtain new images
in the future, and Pictometry shall make every good faith effort to fly and capture and deliver images as
requested.
14. 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.
15. Additional Services: Additional training and support services are available at these costs:
At Implementation
-Additional End User or Advanced User training at $500/session
Post- Im lementation Training
-At Licensee Location
-Additional End User or Advanced User at $500/session plus reasonable meal, lodging,
and travel expenses
-At Pictometry
-Additional Advanced User at $500/person/day
-Additional training via the Internet at $350/session
Post- Implementation Technical Su ort
- Additional telephone support for Licensee Support Contact at $500/five-hour block
-On Customer Site
-Senior Engineer at $200/hour with eight -hour minimum plus reasonable meal, lodging,
and travel expenses
-Customer Support Engineer at $125/hour with eight -hour minimum plus reasonable
meal, lodging, and travel expenses
- Printed Electronic Field Study Operations Manual at $50 each
SCHEDULE B
IMAGE REPRODUCTION CHARGES
1, All Licensed Images provided pursuant to this License Agreement are and shall remain the
property of Pictometry International Corporation and shall contain Pictometry's copyright notices,.
2. Any reproduction of the Licensed Images using the Licensed Software, or reproduction 6
copying of the Licensed Images in any form by any other means, by Licensee or an Authorized
Subdivision shall be for internal business use, for use by Entity Project Participants for Entity
Projects, and/or for Public Use purposes only, all in accord with Section 4.1(c) of the License
Agreement, unless a fee is paid to Pictometry by either Licensee or an Authorized Subdivision (as
applicable) as follows:
2.1 For each Hard Copy of an Image, a fee of $25.00 shall be charged and paid to
Pictometry. All such fees shall be remitted monthly to Pictometry.
2.2 For each Digital Copy of an image, a fee of $25.00 shall be charged and paid to
Pictometry_ All such fees shall be remitted monthly to Pictometry..
3. Licensee and Authorized Subdivisions may pass these fees on to the persons or organizations
receiving the Images and charge, as permissible under applicable state public records statutes,
additional charges for preparing, annotating, and/or copying the Images.
SCHEDULE C
Digital Imagery Specifications (Approximate)
Community Oblique
Image sensor.
3056 x 2032 pixels
Footprint:
Front tine:
2,139 feet
Back Line:
7,086 feet
Front to Back:
10,763 feet
Resolution:
Front Line:
1.05 feet/pixel
0.32 meters/pixel
Back tine:
3..49 feet/pixel
1.06 meters/pixel
Front to Back:
3.52 feet/pixel
1.07 meters/pixel
Community Orthogonal (Nominal 2Foot)
Image sensor. 2032 x 3056 pixels
Footprint: 4064 ft x 66112 ft
Resolution: 2 feet/pixel
0„60 meters/pixel
Community Orthogonal (Nominal 1 Foot)
Image sensor. 2032 x 3056 pixels
Footprint: 2032 ft x 3056 ft
Resolution: 1 feet/pixel
0.30 meters/pixel
Neighborhood Oblique
Image sensor.
Footprint,
Front Line:
Back Line:
Front to Back:
Resolution:
Front Line:
Back Line:
Front to Back:
2032 x 3056 pixels
769 feet
1,188 feet
2,283 feet
4,5 inches/pixel
11.5 centimeters/pixel
7.0 inches/pixel
17.8 centimeters/pixel
9..0 inches/pixel
22.8 centimeters/pixel
Neighborhood Orthogonal (Nominal 6 Inch)
Image sensor
2032 x 3056 pixels
Footprint:
1097 ft x 1650 ft
Resolution:
6.0 inches/pixel
16 centimeters/pixel
Image format
Proprietary image trailer tacked onto industry standard image format.. May be exported to
industry standard formats.
Image Quality
Images Will have an unobstructed view of the ground, however there may be occasional
cloud shadows. In controlled airspace, around airports, etc., and in areas of rapid
elevation changes the image footprint sizes and resolutions may vary.
Relative Image Accuracy Approximately 5 meters over 1000 meters
Absolute Image Accuracy 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 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 produce square pixels on the ground. Raw digital images will be
available for customers who wish to resample with higher resolution elevation data.
Orthogonal Stereo Pairs 66% overlap along flight line (2680 feet)
25% overlap between flight lines (1320 feet)
Each sector will contain a stereo pair that fills the sector, plus the overlap from the
adjacent sectors.
Image Export JF1F (JPEG), TIFF, GIF, BMP
With associated geography file for import into GIS
The proprietary image format can be directly read into GIS packages that can import JFIF
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
Currently, geo-data may be exported as points or lines to a delineated text file for import
into GIS. The data may be pulled into GIS packages through a relatively simple process..
Future releases will include a means to export directly to a GIS recognized geography file
format
Image Tilting and Contours 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 and for those that have this requirement, it can be achieved post delivery through the use of third party
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.
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