13-253 Pictometry Imagery License Agreement -.4.
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SPOKANE COUNTY IMAGERY LICENSE AGREEMENT
The PARTIES to this Agreement are Spokane County,(hereinafter referred to as"COUNTY"or
"Licensor")and former Avista Consortium Member,City of Spokane Valley,(hereinafter referred to as
"Licensee"),and together with the COUNTY,referred to as the PARTIES.
NOW THEREFORE for and in consideration of the mutual promises set forth hereinafter and as
provided for in the above-referenced recitals,the PARTIES do hereby mutually agree as follows:
SECTION 1:PURPOSE
This Agreement is intended to provide a mechanism to license Spokane County Pictometry
Imagery products and associated Pictometry Software to the LICENSEE, which shall become a Spokane
County Consortium Member. Eligible Spokane County Consortium Members include any previous
Avista Consortium members, who are eligible to license Pictometry imagery and Pictometry Software
from the COUNTY as allowed by Spokane County-Pictometry Contract authorized by Spokane County
Resolution No. 10-0178,which is attached hereto as Exhibit A and incorporated herein by this reference.
SECTION 2: TERM
This Agreement shall commence on Oct 22,2012 and shall run through December 31,2014.
SECTION 3: LICENSED PRODUCTS
Products and software consist of Geo-registered digital oblique & orthogonal images and
associated Pictometry software.More particularly they include:
A. Spokane County Licensed Pictometry Products include:
1. 4"High Resolution Orthophotography&Four-way obliques.
2. 12"High Resolution Orthophotography&Four-way obliques.
3.Pictometry Software: Electronic Field Study&Pictometry ArcGIS Desktop Plugin.
B. Pictometry Non-Licensed Products include Pictometry Self Hosting Software provided on a
one-time fee basis purchased directly from Pictometryby each member wishing to use it.
C. Spokane County Pictometry Sector Resolution Areas are depicted on Exhibit B, which is
attached hereto and incorporated by this reference.
SECTION 4: CONSORTIUM PARTICIPATION REQUIREMENTS
Participation in the Spokane County Cost-Share Consortium is based on the following
requirements:
A. The LICENSEE shall commit to participate in the cost-share consortium on a mutually agreed
upon refresh rate of the digital data(semi-annually).
IMAGERY CONSORTIUM AGREEMENT--1
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B. The LICENSEE shall maintain the Spokane County/Pictometry copyrighted data as a
proprietary data,as set forth in the terms of the Spokane County-Pictometry Contract
("Contract"), attached as Exhibit A hereto.
C. The LICENSEE must abide by the licensing restrictions detailed in the Contract. The Contract
entitles the LICENSEE to utilize licensed data sets in perpetuity, unless terms of the Contract are
violated. Should a violation of the terms of the Contract occur, and is not adequately resolved to
the COUNTY's satisfaction, the LICENSEE's rights to the specific data set associated with the
violation will be terminated. The LICENSEE must return all data associated with the violation to
the COUNTY, and delete the digital data from all of the LICENSEE's machines on which it may
reside.
D. Should it become necessary for the LICENSEE to withdraw from participation as a Member in
the Spokane County Cost-Share Consortium for one or more project years, it may resume its
participation as a Member by paying its respective cost-share for all previous project years
missed,plus the current year being requested. The LICENSEE shall also receive the licensed data
for each previous project year
E. Public Access of Pictometry Oblique Imagery via Public Web Sites will be by mutual
agreement between the COUNTY and the LICENSEE.
SECTION 5: LICENSE FEE METHODOLOGY
A. The LICENSEE shall be eligible to license PICTOMETRY imagery from the COUNTY.
B. For the purposes of administration and maintenance of the Pictometry data over multiple
political and geographic boundaries, the defined Project Area is based on a Pictometry-
established grid of approximately 1 square mile sectors that covers the full extent of Spokane
County.
C.Project Area Sectors can be of two resolution types: 4 inch, or 1 foot
D. Sector resolution type will vary by given project year.
E. The COUNTY assigns costs to each specific Sector based on the Pictometry-Spokane County
Contract for that given project flight(two-year cycle).
F. Rates per Sector are established as of August 1st of a given Pictometry Flight Year. The
LICENSEE's total cost is the total of individual Sector costs, plus a data preparation fee of
$100.00 dollars. The LICENSEE's costs are itemized in Exhibit C, which is attached hereto and
incorporated by this reference.
G. The LICENSEE shall be billed upon delivery of imagery products as displayed in Exhibit B
and itemized in Exhibit C.
IMAGERY CONSORTIUM AGREEMENT--2
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H. Current commitment will be for three(3)years with flights in Years 1 and 3 (flight 2012 and
2014)
SECTION 6: INDEMNIFICATION AND HOLD HARMLESS
The LICENSEE agrees to indemnify, defend and hold harmless the COUNTY and its officers,
agents and employees against all liability, loss and costs arising from actions, suits, claims or demands
attributable solely and exclusively to acts or omissions of LICENSEE, and LICENSEE'S officers, agents
and employees, in performance of this Agreement.
With regard to patent and copyright infringement claims, the LICENSEE will defend at its
expense any suit brought against the COUNTY to the extent that it is based on an infringement claim,
arising out of the sole and exclusive act or omission of LICENSEE or LICENSEE'S officers,
agent, or employees, and the LICENSEE will indemnify the COUNTY for those costs and damages
finally awarded against the COUNTY for any such infringement claim. The LICENSEE shall also
indemnify the COUNTY for its reasonable attorney's fees arising out of such claims.
SECTION 7: WARRANTY
The digital data is provided "AS IS", without any warrantyof any type whether express or
implied, including any warranties of merchantability or fitness for a particular purpose.
The data is subject to constant change and its accuracy cannot be guaranteed. The COUNTY
does not warrant that the functions contained in the digital data will meet the requirements of the
LICENSEE or that the operation of digital data will be uninterrupted or error free,or that any data defects
will be corrected.
SECTION 8: MISCELLANEOUS PROVISIONS
A. Non-Waiver. No waiver by any Party of any of the terms of this Agreement shall be
construed as a waiver of the same or other rights of that Party in the future.
B. Entire Agreement. This Agreement contains the entire understanding of the Parties. No
representations, promises, or agreements not expressed herein have been made to induce
any Party to sign this Agreement.
C. Modification. No modification or amendment to this Agreement shall be valid until put in
writing and signed with the same formalities as this Agreement.
D. Assignment. No Party may assign its interest in this Agreement without the express written
consent of the other Parties.
E. Severability. In the event any portion of this Agreement should become invalid or
unenforceable,the rest of the Agreement shall remain in full force and effect.
F. Compliance with Laws. The Parties shall observe all federal, state and local laws,
ordinances and regulations, to the extent that they may be applicable to the terms of this
Agreement.
G. No individual shall be excluded from participation in, denied the benefit of, subjected to
discrimination under, or denied employment in the administration of or in connection with
IMAGERY CONSORTIUM AGREEMENT--3
this contract because of age, sex, race, color, religion,creed, marital status, familial status,
sexual orientation, national origin, honorably discharged veteran or military status, the
presence of any sensory, mental or physical disability, or use of a service animal by a
person with disabilities.
H. Venue Stipulation. This Agreement shall be construed under the laws of Washington State.
Any action at law, suit in equity or judicial proceeding regarding this Agreement or any
provision hereto shall be instituted only in courts of competent jurisdiction within Spokane
County,Washington.
IN WITNESS WHEREOF,the PARTIES have caused this Agreement to be executed on the date
and year set forth herein above.
SPOKANE COUNTY(Licensor)
INFORMATION SYSTEM DIRECTOR DATE
City of: s : .ne Valley(LICENSEE)
BY
TITLE DATE
IMAGERY CONSORTIUM AGREEMENT--4
Exhibit A: Spokane Pictometry Contract
IMAGERY CONSORTIUM AGREEMENT--5
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No. 0/7g
BEFORE THE BOARD OF COUNTY COMMISSIONERS
OF SPOKANE COUNTY,WASHINGTON
IN THE MATTER OF AUTHORIZING THE)
PURCHASE OF AERIAL PHOTOGRAPHY)
SERVICES,SOFTWARE,AND SUPPORT ) RESOLUTION
AGAINST GSA CONTRACT NO. )
GS-35F-0801N--PROJECT NO.P6739 )
WHEREAS, pursuant to the provisions of the Revised Code of Washington (RCW) Section
36.32.120(6)the Board of County Commissioners of Spokane County has the responsibility for the
care of County property and the management of County funds and business; and
WHEREAS,pursuant to RCW 39.32.090,whenever authorized by ordinance or resolution of
its legislative authority any political subdivision of the state shall have power to purchase
supplies, materials and/or equipment from or through the United States government without
calling for bids,notwithstanding any law or charter provision to the contrary; and
WHEREAS, pursuant to RCW 39.04.270, the Board of County Commissioners may acquire
electronic data processing or telecommunication equipment, software, or services through
competitive negotiation,rather than through competitive bidding;and
WHEREAS,pursuant to Spokane County Code 1.04.080,when purchasing services, it is the
policy of the County to secure competitive proposals, but it is not mandatory where reasonable
and prudent judgment dictates otherwise; and
WHEREAS, the United States General Services Administration(GSA), under Contract No.
GS-35F-0801N, has contracted with Pictometry International Corporation, 100 Town Centre Dr.,
Suite A, Rochester, NY 14623-4260 for the purchase of aerial photography services, software,
and support; and
WHEREAS, the Spokane County Assessor requires the purchase of aerial photography
services, software,and support,subject to the terms and conditions set forth in said contract;and
WHEREAS, pursuant to GSA Contract No. GS-35F-0801N, the Assessor, the Director of
Information Systems, and the Director of Purchasing have recommended the purchase of aerial
photography services, software, and support over a period of six years, subject to availability of
funds,for an estimated six-year cost of$560,000.00,including sales tax;and
WHEREAS, it is further requested that: (1)the Assessor,the Director of Information Systems,
and the Director of Purchasing be authorized to negotiate proposed contract(s) with Pictometry
RESOLUTION--1
International Corporation for the review and approval of the Board of County Commissioners of
Spokane County; and(2)a majority of the Board of County Commissioners,or its chairman acting
of behalf of the Board, be authorized to execute the contract(s) negotiated at other than a public
meeting.
NOW, THEREFORE BE IT RESOLVED by the Board of County Commissioners of
Spokane County,that:
(1) The Assessor and the Director of Purchasing are authorized to purchase aerial photography
services, software, and support over a period of six years, subject to availability of funds,
for an estimated six-year cost of$560,000.00,including sales tax;and
(2)The Assessor,the Director of Information Systems,and the Director of Purchasing are
authorized to negotiate proposed contracts with Pictometry International Corporation for the
review and approval of the Board of County Commissioners of Spokane County;and
(3) A majority of the Board of County Commissioners,or its chairman acting of behalf of the
Board,is authorized to execute the contract(s)negotiated and any amendments to said
contract(s)at other than a public meeting.
APPROVED BY THE BOARD thisa3 day of ;L%`„ _ /,,J, 2010.
2010.
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BOARD OF COUNTY COMMISSIONERS
OF SPOKANE COUNTY,WASHINGTON
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/' Mar chard,Chair
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ATTEST: " ' /t[fij I
Bonnie Mager,Vice Chair
B '. ��L_ `' / 111_ i' i r �� 1/1:14
Daniela Erickson /D _ o /17g Todd Mielke,Commissioner
Clerk of the Board
RESOLUTION--2
NO. /0 ' 6 /79
BEFORE THE BOARD OF COUNTY COMMISSIONERS
OF SPOKANE COUNTY,WASHINGTON
IN THE MAUER OF AUTHORIZING THE )
PURCHASE OF AERIAL PHOTOGRAPHY ) CLERK'S MI UTES
SERVICES, SOFTWARE, AND SUPPORT ) (MOTION NO.2)
AGAINST GSA CONTRACT NO. GS-35F-0801N— )
PROJECT NO.P6739 )
THIS MATTER,being the date set for consideration of the above captioned matter by the Board
of County Commissioners of Spokane County("Board"),and after considering the same,the Board made
the following motion as a follow-up to their first motion:
MOTION TWO: (Majority Approval) Move that the cost of this program be listed in
the County Assessor's Budget for 2011 and beyond so we can track it as a tool for his
department to accomplish the work it needs to accomplish.
VOTE: Richard and Mielke—Aye;Mager—Nay.
DATED this 23:a day of February 2010.
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OF COMA ,�,
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40 f coG ro �i4}• + Daniela Erickson,Clerk of the Board
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AGENDA SHEET FOR COMMISSIONERS'MEETING OF: February 23, 2010
SUBMITTING DEPARTMENT: Purchasing Assessor
CONTACT PERSON: Brett Ryberg Kevin Best
r
PHONE NUMBER: 477-2302 477-5902
CHECK TYPE OF MEETING ITEM BELOW: BELOW FOR CLERKS USE ONLY:
BID OPENING:0 lb-6 y$
2:00 PM CONSENT AGENDA:j$ Clerk's Resolution No. 7
5:00 PM LEGISLATIVE SESSION:0 Approved: (Majority—Unanimous)
Denied: (Majority—Unanimous)
Renews/Amends No.
BY LEAVE:(Item Title)
Public Works No.
SPECIAL SESSION:(Item Title)
Purchasing Dept.No.
AGENDA TITLE: Purchase of aerial photography services, software, and support against United States
General Services Administration (GSA) Contract No. GS-35F-0801 N; Project No. P6739.
RECOMMENDATION: It is respectfully recommended that the Assessor be authorized to purchase aerial
photography services, software, and support, for a period of six years and subject to availability of funds,
against GSA Contract No. GS-35F-0801 N, from Pictometry International Corporation, 100 Town Centre Dr.,
Suite A, Rochester, NY 14623-4260, contingent upon negotiation of a contract(s) acceptable to the Board of
County Commissioners.
Also, authority is requested for the Assessor, the Director of Information Systems, and the Director of
Purchasing to negotiate proposed scope(s) of work and contract(s) for your review and approval and for a
majority of the Board of County Commissioners, or its chairman acting on behalf of the Board, to execute the
contract(s) negotiated, and any amendments to said contract(s), at other than a public meeting.
FISCAL IMPACT: The estimated six-year cost of the services, software, and support is$560,000.00, including
sales tax.
SIGNATURES:
Respectfully, Concur,
0', - ,;)::, , ,
i// 14 7 /25/&,
=ela Kovacs I fighoso Ralph Baker
Director of Purchasing Spokane County Assessor
1=A)1/44::EV'V
Bill Fiedler
Director of Information Systems
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PICTOMETRY INTERNATIONAL CORP.
GENERAL LICENSE TERMS AND CONDITIONS
THIS AGREEMENT is made as of the date set forth below (the "Effective Date") by and between Pictometry International, Corp., a Delaware
corporation with offices at 100 Town Centre Drive,Suite A,Rochester,NY 14623("Pictometry"),and Spokane County,Washington with offices located
at 1116w.Broadway,15t Floor,Spokane,WA 99260(the"Licensee").
Intending to be legally bound,Pictometry and the Licensee(each a"party")hereby agree:
1. ARTICLE—DEFINITIONS for purposes of this Agreement:
1.1 "Pictometric Licensed Images" ("Licensed Images") means orthogonal and oblique digital images of portions of the earth's surface,
captured from airborne platforms using Pictometry's patented and proprietary hardware and software capture system.
1.2 "Community Images"("CI")means a set of views,each covering an entire Image Sector. One view from directly overhead and other views
from different oblique angles.
1.3 "Neighborhood Images"("NI")means a set of overlapping,orthogonal and oblique views blanketing the entire sector,providing for a higher
degree of detail than Community Images.
1.4 "Image Sector"means a portion of an image collection project and defined as approximately one square mile in area.
1.5 "Geographic MetaData" ("Metadata") means data supplied by Pictometry that is captured from airborne platforms using Pictometry's
patented and proprietary hardware and software capture system.
1.6 "Electronic Field Study" ("EFS") means a proprietary software and file structure package that allows for the display, navigation,
measurement,annotation and analysis of Pictometric Licensed Images.
1.7 "Pictometry Licensed Software"("Licensed Software")means any proprietary software provided by Pictometry. This includes,but is not
limited to,programs such as EFS and Change Analysis and program modules such as 911 or GIS integration/interfaces.
1.8 "Image Warehouse" ("IW")means a hierarchical storage system of Pictometric Images,as well as data and elevation models,that allows
fast,random access by geo-location.
1.9 "Digital Elevation Model"("DEM")means a general definition for a file containing ground elevation data. This may be a digital elevation
model,a digital terrain model,or a reflective surface model and is meant to encompass all means of production,including LIDAR and stereo
pairs.
1.10 "Licensed Documentation" ("Documentation") means written and/or electronic materials containing instructions and other information
related to the use of the Licensed Images and the Licensed Software.
2. ARTICLE—GENERAL
2.1 Licensed Products.This Agreement pertains to the particular Images described in Schedule A and attached to this Agreement(the"Licensed
Images"), the particular copies of the Software listed in Schedule A (the "Licensed Software"), the associated Metadata (the "Licensed
Metadata"), and the DEM described in Schedule A attached to this Agreement (the "Licensed DEM"), all of which, along with the
Documentation, are together referred to as the "Licensed Products." The terms and conditions of this Agreement may also apply to other
products or services that may from time to time be licensed from Pictometry by the Licensee.
2.2 System Installation. Pictometry shall install a copy of the Licensed Products on storage media either provided by Licensee or purchased from
Pictometry,as specified in Schedule A. With the assistance of Pictometry,the Licensee will install the Licensed Products from that media onto
computers,including server computers. The Licensee 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. Licensee and its Authorized Subdivisions(as provided in Section 2.3)
may use and execute the Licensed Software for official purposes only.
2.3 Licensee May Authorize Subdivisions and Users. The Licensee may authorize any department, sub unit,or location within the Licensee
(hereinafter"Authorized Subdivisions")to have the Licensed Products installed on computers owned(or leased)and used by those Authorized
Subdivisions. The installation of the Licensed Imagery and EFS, and the training of the Licensee and Authorized Subdivision Personnel
("Authorized Users"), may be performed only by Pictometry or by the Licensee's employees who have received special training from
Pictometry. All Authorized Subdivisions and Authorized Users 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. 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(other than as described in Article 3.1 of this
Agreement), (b) that it will not allow access to any of the Licensed Software except through Licensee and Authorized Subdivisions
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. ARTICLE-GRANT OF LICENSE
3.1 License Grant,Uses and Certain Fees. In consideration for the payment of the License Fees provided for in Article 4 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")for the following:
(a) Installation.To install the Image Warehouse on servers and install related Licensed Products on workstations,all of which shall be owned
(or leased)by,shall be located on the owned or leased property of,shall be under the control of,and shall be used only by the Licensee or
by Authorized Subdivisions. None of the Licensed Products(except Licensed Images)shall be accessed except through such designated
servers and workstations.
(b) Documentation. To copy and use the related Documentation included in the Licensed Products in connection with the activities
described in this Section 3.1.
(c) Uses. Through Authorized Users only, to use and operate the Licensed Software on those designated servers and workstations in the
conduct of the public business of the Licensee, or of the Authorized Subdivisions, and to use the Licensed Products in the following
activities(and no others):
(1) For Internal Business. To use and execute the Licensed Products for internal pursuit of its or their public responsibilities.
Page 1 of 5 05012009b
(2) For Persons Doing Business With Licensee ("Project Participants"). Under the supervision of Authorized Users, allow
representatives of persons doing business with the Licensee or an Authorized Subdivision on Licensee Projects(defined below)
to use and execute the Licensed Software at the Licensee's or Authorized Subdivisions' facilities only. For these purposes,
"Licensee Projects"shall mean any plan or effort,tangible or intangible,such as construction,real estate disposition,facilities
management, environmental studies, or public information brochures or notices used or to be used by the Licensee or an
Authorized Subdivision in pursuit of its public responsibilities. The Licensee or Authorized Subdivisions shall cause each
Project Participant to agree to use the hard copies(or jpg copies)of Licensed Images solely in connection with the Licensee's or
Authorized Subdivision's Project.
(3) For Public Use.Through Authorized Users only,to use and execute the Licensed Software solely for the purpose of making
hard copies and/or digital copies of Licensed Images for persons desiring them(which copies may contain annotations of
information stored in the Licensed Software and related to the property shown). Reproductions of individual(or limited
quantities of)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 permitted for distribution to Licensee's or
Subdivision's constituency and/or public users. Licensee may charge reproduction fees or no fees to the persons or entities
receiving the Images. The foregoing not withstanding,Licensee may not distribute images directly or indirectly to Google or
Google Affiliates.
3.2 Limitations on License. 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,by any unauthorized persons,to the Licensed Products except as
expressly provided in this Agreement for Licensee and Authorized Subdivisions workstations, (c)that Pictometry shall not be obligated 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 Products on licensee workstations and are familiar with the Licensed Products and trained as provided in
Section 2.3,(e)that the Licensee and its Authorized Subdivisions may not copy,download,store,publish,transmit,transfer,sell,or otherwise
install or use the Licensed Products(except for Licensed 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 so as to assist those persons in
understanding the limitations on the accuracy of the information developed through the Licensed Products. For purposes of this Agreement,
service bureau work shall be deemed to include,without limitation,use of the Licensed Products to process or to generate output data for the
benefit of or for purposes of, rendering services to, any third party over the Internet or other public communications medium. Authorized
access through designated servers and workstations includes remote access by Licensee's employees for the business/governmental purposes of
Licensee.
3.3 Pictometry's Reserved Rights. Pictometry reserves the right,at its sole discretion and without liability to Licensee,to create new versions of,
or modules,with additional functionality for any part of the Licensed Products,which may be acquired on a nonexclusive basis by Licensee
under a separate agreement. Pictometry may, in addition,produce upgrades to enhance operations of the Licensed Products,which will be
supplied without additional cost to Licensee during the initial term of this License Agreement.
4. ARTICLE-LICENSE FEES
4.1 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 fees described on Schedule A(altogether the "License Fees")and payment shall 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 unless documentation of tax exemption
is provided to Pictometry. All License Fees shall be earned on the date Licensed Products are shipped. For the convenience of the Licensee,
the payment of these fees may be spread over the initial term of this Agreement as provided on the attached Schedule A.
5. ARTICLE-OBLIGATIONS OF LICENSEE
5.1 Geographic Data. If available, Licensee agrees to provide to Pictometry geographic data in industry standard format, shape, DBF, etc.,
including digital elevation models, street centerline maps, tax parcel maps, centroids, etc., which data, to the extent practicable, shall be
incorporated into the Image Library licensed to the Licensee. Licensee agrees that any of this data that is owned by the Licensee,may be
distributed by Pictometry with the Image Library that is used in the Pictometry On-Line product and in licensing the Image Library to other
licensees. At no time shall Pictometry claim ownership of that data.
5.2 Notification. Licensee will:(a)notify Pictometry in writing of any claim or proceeding involving any of the Licensed Products within ten(10)
days after Licensee learns of the claim or proceeding;and(b)report promptly to Pictometry all claimed or suspected defects in any Licensed
Product.
6. ARTICLE-ASSIGNMENT
6.1 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 6.2 and 6.3 below.
6.2 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.
6.3 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,provided the assignee has assumed all of Pictometry's obligations under this Agreement.Except as provided above in this Section 6.3,
this Agreement will not be assignable by Pictometry.
7. ARTICLE-DURATION AND TERMINATION OF LICENSE
7.1 Initial Term. The initial term of this Agreement shall commence upon the shipment of substantially all of the Image Warehouse and the initial
term shall expire as indicated on Schedule A,unless the parties enter into a written agreement extending that initial term. At the end of that
initial term of this Agreement, and after all License Fees for the initial term have been paid,this License shall automatically convert to a
royalty—free,perpetual license and Pictometry shall allow the Licensee to keep,use,and operate the Licensed Products forever. Licensee will
be responsible for ongoing support/maintenance/upgrade fees for this Perpetual License unless the Licensee has renewed this License for
additional Image Libraries. Under the Perpetual License,Licensee's obligations under this agreement shall continue in perpetuity except for its
Page 2 of 5 05012009b
obligations to pay License Fees. Pictometry shall have no obligations under this Agreement except for those with regard to the additional
Support, Upgrades and Maintenance for their Licensed Software. If Licensee renews this License Agreement for an additional term, all
support,upgrades and maintenance on Licensed Products under a perpetual license shall be provided at no charge to Licensee during the term
of the renewal. Effective as of the expiration of the initial term as provided in Schedule A,Licensee will no longer be able to add images to the
existing Image Library unless a renewal occurs.
7.2 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,and if that other party has failed to cure that failure or breach within
thirty(30)days after receipt of written notice thereof from the other party.
7.3 Effect of Termination. Upon termination of this Agreement as provided in Section 7.2 above,Licensee shall immediately cease any and all
further use of the Licensed Products and shall promptly purge all copies of the Licensed Products from all computers and workstations on
which any of them may be stored or available at the time. Within thirty(30)days of the date of termination of this Agreement,Licensee shall
also pay Pictometry all amounts, if any, due hereunder. The provisions of Articles 6, 7, 8, 9 and 10 of this Agreement shall survive any
termination of this Agreement.
8. ARTICLE-INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
8.1 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 any Licensed Images, Licensed Metadata, Licensed Software, Licensed DEM and Licensed Documentation provided
under this Agreement and all copyrights,patents,trademarks,trade names, logos,trade secrets,and other proprietary rights in or associated
with each of the Licensed Products(altogether the"Proprietary Rights"). Licensee agrees; (a)that it will never assert or claim any interest in,
or do anything that may adversely affect the validity of,or infringe on,or affect Pictometry's right,title,and interest in,any Proprietary Right,
and (b)that it will use reasonable efforts to protect the Proprietary Rights,including placing or maintaining all copyright,patent,and other
notices and other indications of Pictometry's ownership thereof on all Licensed Products and on all copies of Licensed Images and all other
property of Pictometry when instructed by Pictometry, and (c) that it will notify Pictometry promptly after learning about any actual or
suspected breach of any Proprietary Rights.
8.2 Use of Pictometry's Marks. Licensee agrees not to attach any additional trademarks, trade names, logos or designations to any Licensed
Products or to any copies of any of the Licensed Images without prior written approval from Pictometry. Licensee may,however,include a
Licensee seal and Licensee's contact information so long as the seal and contact information 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 Pictometry Licensed Images and the other Pictometry Licensed Products. Licensee's nonexclusive right to use
Pictometry's trademarks,trade name,logos,and designations is coterminous with this Agreement.
8.3 Electronic and Other Publishing. Except as provided in Article 3.1 of this Agreement,Licensee is specifically prohibited from publishing
any Licensed Products(other than Licensed Images)in any way,whether separately or as part of any other publication. For these purposes,
publishing includes,making available on the Internet or World Wide Web or any other general access electronic network,method or medium.
8.4 Confidentiality of Licensed Products. The Licensed Products are commercially valuable, proprietary products owned by Pictometry, the
design and development of which reflect an investment of considerable time, effort, and money. The Licensed Products are treated by
Pictometry as confidential and contain substantial trade secrets of Pictometry. Licensee agrees that it will not disclose,provide a copy of,or
disseminate the Licensed Products(other than Licensed Images)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 the Products against unauthorized use, disclosure, copying, and
dissemination,and(b)that access to the Licensed Products and each part thereof will be strictly limited. Licensee understands that Pictometry
does not disclose source code and 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.
9. ARTICLE-LIMITED WARRANTY;DISCLAIMER OF WARRANTIES;LIMITED REMEDIES
9.1 Limited Warranties. Pictometry warrants that the Licensed Images and the Licensed Products 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. Upon notice to
Pictometry of any breach of that warranty,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.The foregoing warranty is the sole and exclusive warranty
that Pictometry makes with respect to the Licensed Products,and the remedy set forth above is the sole and exclusive remedy for breach of that
warranty.
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 OTHER 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 remedy set forth in Section 9.1 is the sole and exclusive remedy provided for breach of the
warranty 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 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.
9.4 Imagery Specifications. Ground Sample Distance("GSD")may be affected by Air Traffic Control or terrain restrictions. Images shall have
Page 3 of 5 05012009b
an unobstructed view of the ground.In controlled airspace around airports(and other areas)and in areas of rapid elevation changes,the image
footprint sizes and resolutions may vary. There may be varying degrees of ground illumination and color variations due to lighting and cloud
shadows. Pictometry's Orthogonal images provide the coordinate accuracy fulfilling most planemetric requirements.Pictometry data,however,
are not intended for authoritative or definitive mapping or surveying replacement. If there is a need for authoritative mapping products,
additional work is required by licensed individuals in order to certify Pictometry's orthogonal imagery.
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,courier service,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 all notices and demands shall be deemed complete upon receipt.
If to Licensee: If to Pictometry:
Company: Spokane County Company: Pictometry International,Corp.
Address: 1116 W.Broadway, 1'Floor Address: 100 Town Centre Drive,Suite A
Spokane,WA 99260 Rochester,NY 14623
Attention: Assessor Attention: Michael J.Neary
Email: rabaker@spokanecounty.org Email: Mike.Neary@Pictometry.com
Phone: 509-477-5775 Fax:509-477-3697 Phone: (585)486-0093 Fax: (585)486-0098
If to Licensee Billing: If to Pictometry Billing:
Company: same as above Company: Pictometry International,Corp.
Address: Address: 100 Town Centre Drive,Suite A
Rochester,NY 14623
Attention: Attention: Accounts Receivable
Email: Email: AccountsReceivable@,Pictometry.com
Phone: Fax: Phone: 1 (585)486-0093 Fax: (585)486-0098
10.5 Export Control. Licensee agrees to comply fully with the export laws aid regulations of the United States Government with respect to the
Licensed Products supplied by Pictometry. Accordingly,Licensee agrees-that all technical data, software,or other information or assistance
(other than publicly available information) furnished by Pictometry, and any product thereof, shall not be re-exported by Licensee, or its
authorized transferees, if any, directly or indirectly from the United States unless explicitly permitted by U.S. export control laws and
regulations. These obligations of the Licensee shall survive any satisfaction,termination,or discharge of this Agreement.
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. 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,Corp. Licensee Name: S• $,F) I linty
By: ,rio1104/?,1 By: .,/4 .._.
Name: IfiattMei Lpfei Name:Mark Richard
Title: " . P. talon Title:Spokane County Commissioner
Address: 100 Town Centre Drive, Suite A Address:1116 W. Broadway, 1st Floor
Page 4 of 5 05012009b
Rochester,NY 14623 Spokane,WA 99260
Date: ial /,o Date:
Attachments:
Schedule A:Description of Licensed Products—Must be initialed by Licensee
Schedule B: EAP—Economic Alliance Partnership
Schedule C: Imagery Specifications(if attached)
Schedule D: Sectorized Map-Must be initialed by Licensee
NOTE: "Notices"information must be entered in Article 10.4 of this Agreement.
Page 5 of 5 05012009b
' ' I
SIX YEAR AGREEMENT-SCHEDULE"A"
Six Year Agreement with'Long Term Incentive("LTI")applied
1) The following products shall be delivered to Spokane County WA("Licensee")by Pictometry International Corp.under Pictometry's GSA
Schedule#GS-35F-0801N:
A. Licensed Images procured with a 16 megapixel camera(as listed below and also portrayed on the attached Schedule D–Sectorized
Map):
1) PREMIER Two Way Community Package(C3)covering 1576 sectors of the Licensee as indicated on the attached map. Premier
Community Images are nominal 12"GSD.
Each sector will have approximately:
a. 8 Ortho-rectified images and your choice for the following(please check if mosaic is desired)
_x_ one 1-meter standard mosaic sector tile for each ortho sector
_x_ one 1-meter standard area-wide mosaic(s)(area-wide mosaic in ECW
b. 4 Oblique images and 4 additional Oblique images taken from the opposite direction.
PREMIER Community Images(C3)to be taken when there is less than 30%leaf cover.
PREMIER COMMUNITY Image Price $ 37.50 per sector per year
Less 40%EAP Discount $ 15.00
$ 22.50
Less 10%first capture LTI" $ 2.25
$ 20.25 @ 1576 Sectors=$31,914.00 per year–1rt Image
Capture
PREMIER COMMUNITY Image Price $ 37.50 per sector per year
Less 40%EAP Discount $ 15.00
$ 22.50
Less 5%second capture LTI" $ 1.13
$ 21.37 @ 1576 Sectors=$33,679.12 per year–2"d Image
Capture
PREMIER COMMUNITY Image Price $ 37.50 per sector per year
Less 40%EAP Discount $ 15.00
$ 22.50 @ 1576 Sectors=$35,460.00 per year–3^d Image
Capture
3) ELITE Four Way Neighborhood Images(N5)covering 270 sectors of the Licensee as indicated on the attached map. Premier
Neighborhood Images are nominal 4"GSD.
Each sector will have approximately:
a. 52 Ortho-rectified images and your choice for the following(please check if mosaic is desired)
_x_ one 1-meter standard mosaic sector tile for each ortho sector
_x one 1-meter standard area-wide mosaic(s)(area-wide mosaic in ECW format–MRSID available for an additional charge–
see section B below)
b. 104 Oblique images from four perpendicular directions
ELITE Neighborhood Images will be taken when there is less than 30%leaf cover.
ELITE NEIGHBORHOOD Image Price $337.00 per sector per year
Less 40%EAP Discount $137.00
$200.00
Less first capture 10%LTI" $ 20.00 •
$180.00@ 270 Sectors=$48,600.00 per year–1st Image Capture
Page l of 6 05012009
PictometryLicensee G;�/�—
ELITE NEIGHBORHOOD Image Price $337.00 per sector per year
Less 40%EAP Discount $137.00
$200.00
Less second capture 5%LTI* $ 10.00
$190.00@ 270 Sectors=$51,300.00 per year-2nd Image •:
Capture
ELITE NEIGHBORHOOD Image Price $292.00 per sector per year
Less 40%EAP Discount $117.00
$200.00 @ 270 sectors=$54,000.00 per year-3rd Image
Capture
B. Pictometry images(individual frames)are delivered in Pictometry.PSI and.PMI format(JPG combined with a meta-data trailer). For each
sector that includes ortho imagery(Community or Neighborhood),Pictometry includes a 1m ortho sector mosaic tile created from the
individual ortho frames in JPG with a world file and
separate trailer,minimal overlap,projected in State Plane,NAD 83,feet unless the
P P
projection is stated otherwise. These lm Ortho Sector Tiles are primarily for use in EFS.
Mosaic Tile and Format charges:
Tiles
- i
12 inch Standard Mosaic Sector Tiles:
$20.00 per sector
100%LTI early adopter credit -$20.00
$ 0.00 per sector x 1576 sectors=$0 for 151 Image capture
Optional** $20.00 per sector
50%LTI early adopter credit -$10.00
$ 10.00 per sector x 1576 sectors=$15,760.00 for 2nd image capture
Optional** $20.00 per sector x 1576 sectors=$31,520.00 for 3rd Image capture
• 6 inch Standard Mosaic Sector Tiles(4"or 6 Ortho imagery required):
$40.00 per sector
100%LTI early adopter credit -$40.00
$ 0.00 per sector x 270 sectors=$0 for 1st image capture
Optional** $40.00 per sector
50%LTI early adopter credit -$20.00
$20.00 per sector x 270 sectors=$5,400.00 for 2nd image capture
Optional** $40.00 per sector x 270 sectors=$10,800.00 for 3rd Image capture
Area Wide
12 inch area-wide tile(s)delivered in ECW or Mr.SID format:1576 Sectors @$.50=$788.00 for 1g Image Capture
Optional*"12 inch area-wide tile(s)delivered in ECW or Mr.SID format:1576 Sectors @$.50=$788.00 for 2nd Image Capture
Optional*"12 inch area-wide tile(s)delivered in ECW or Mr.SID format 1576 Sectors @$.50=$788.00 for 3rd Image Capture
6 inch area-wide tile(s)delivered in ECW format:270 Sectors @$2.00=$540.00 for int Image Capture
Optional**6 inch area-wide file(s)delivered in ECW or Mr.SID format 270 Sectors @$2.00=$540.00 for 2nd Image Capture
Optional**6 inch area-wide tile(s)delivered in ECW or Mr.SID format 270 Sectors @$2.00=$540.00 for 3rd Image Capture
**IF LICENSEE CHOOSES ANY OF THE OPTIONAL ITEMS ABOVE,A SEPARATE ORDER FROM SHALL BE EXECUTED BY THE
LICENSEE.
Page 2 of 6 05012009
Pictometry /Licensee
1
1.
1) Images are to be delivered with an image size of approximately 3-5 MB.
D. Image Captures:
Three Images Captures during this six(6)year agreement(one capture in Year One,one capture in Year Three and one capture in
Year Five). Year Three and Year Five Captures shall be identical to Year One Capture(with regard to sector count and types of
images)unless Licensee submits a'Request for Change'prior to each capture. Sector price shall stay the same for these changes.
E. US Census Bureau TIGER line files of County or a base map supplied by Licensee.
F. DEMS(Digital Elevation Models)-check one:
_X_ DEMs in standard format(provided by Licensee).
Licensee DEMs must be provided to Pictometry within 30 days of signing this agreement,or a re-processing fee may
be charged.
2. Documentation: Pictometry International Corp.shall furnish 1 digital copy of the Documentation for the Licensed Software.
3. Training included in License Fee: Pictometry International Corp.shall conduct two(2)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 one(1)Advanced User technical
training for one group of up to 10 people using Licensee computers. Pictometry also provides one Administration!IT training session designed
to provide the administrators of the Pictometry image library with the knowledge they will need to manage and distribute access to the
Pictometry solution.This session is done remotely using online tools such as GotoMeeting. Licensee has the option of receiving two(2)End
User Orientation Sessions,one(1)Advanced User technical training and one(1)Administration/IT training upon shipment of second and third
Image Library.
4. Telephone Support During the six(6)years of this Agreement,Pictometry shall provide thirty(30)hours of telephone support to the people
who have completed the Advanced User technical trainings and who are individually identified by Licensee.
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 six years from the initial date of shipping of the EFS Software,along with a copy of the updated documentation.
6. Annual Image License Fees of Eighty Thousand Five Hundred Fourteen Dollars($80,514.00)for first capture.
Annual Image License Fees of Eighty-Four Thousand Nine Hundred Seventy-Nine Dollars and Twelve Cents($84,979.12)for second capture.
Annual Image License Fees of Eighty-Nine Thousand Four Hundred and Sixty Dollars($89,460.00)for third capture.
• This is the Annual License Fee for the Licensed Images,Licensed Software,Licensed Documentation and support.
• Long Term Incentives('LTI")have been applied to the fees shown above. In the event Licensee terminates this Agreement prior
to the end of the six(6)year Agreement term,all LTI monetary considerations shall be revoked and these funds shall be
immediately due and payable to Pictometry. Repayment of LTI considerations does not apply if funds for Oblique Imagery are
not appropriated. If such funds are not appropriated,Licensee shall provide Pictometry with written documentation of non-
appropriation from the funding source(such notification shall be prior to any pending image capture). If funds are not
appropriated for the purchase of Oblique Imagery,contract shall stay in force but new Image Libraries shall not be captured or
delivered until outstanding balances due have been paid.
• The duration of the License is six(6)years at the above fees.
• At the end of the term of this Agreement,the Licensee is granted a Perpetual License for all Licensed Images and Licensed
Software at no additional cost.
• At the end of this License Term,optional Support and Upgrades for Licensed Software may be continued by:
o Entering into a new license for new images,or
o Paying an annual Support and Maintenance Fee of 5%of the Annual License Fee of the last capture
• Pictometry Economic Alliance Partnership—Licensee shall be eligible for the Pictometry Economic Alliance Partnership as
outlined on Schedule B. The EAP Program described on the attached Schedule B shall stay in effect for a two(2)year term.
EAP coverage shall continue for an additional four(4)year term and offerings will be based on the then prevailing EAP Program.
• The annual cost of the Images is fixed for a period of five(5)years from the date of this License Agreement with Pictometry to
provide consistency in pricing should the Licensee wish to amend the Schedule A to purchase annual imagery(an additional set
of images on the one year anniversary of this License).
Page 3 of 6 050120094Z)kicensee
Pictometry
7. Storage Media. For each delivery,delivery media will be a 400 GB storage device delivered by(and purchased from)Pictometry at a cost of
$185.00 x 3 captures=$555.00.
9) Total Cost: The Total Cost of this License Agreement is Five Hundred Eleven Thousand,Seven Hundred Eighty-Nine Dollars and Twenty-
Four Cents($511,789.24)plus any applicable sales tax. Long Term Incentives("LTI")have been applied to this total cost.Total cost is
broken down as follows: !I
First Year
Annual License Fee $80,514.00
Delivery Media $185.00
• 12 Inch Tiles $0
6 Inch Tiles $0
12 Inch ECW Mosaic $788.00
6 Inch ECW Mosaic $540.00
First Year Total $82,027.00
Second Year
Image License Fee $80,514.00
Second Year Total $80,514.00
Third Year
Image License Fee $84,979.12
Delivery Media $185.00 !;•
Third Year Total $85,164.12
Fourth Year
Image License Fee $84,979.12
Fourth Year Total $84,979.12
Fifth Year
Image License Fee $89,460.00
Delivery Media $185.00
Fifth Year Total $89,645.00
Sixth Year
Annual Image License Fee $89,460.00
Sixth Year Total $89,460.00
OPTIONAL*: SELF HOSTING. ONE YEAR PRICE IS$14,400.
**IF LICENSEE CHOOSES THE OPTIONAL ITEM ABOVE,A SEPARATE ORDER FROM SHALL BE EXECUTED BY THE UCENSEE.
LICENSEE SHALL BE ELIGIBLE FOR 200 SEATS OF PICTOMETRY ONLINE(POL)AS INDICATED ON THE POL ORDER FORM. THE COST
OF THIS SUBSCRIPTION SHALL BE COVERED BY A LONG TERM INCENTIVE(LTI)FOR THE FIRST YEAR.
10) 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.
11) Payment: The Licensee shall remit to Pictometry International,Corp.twenty-five percent(25%)of the First Year Total Fee upon signing this
Agreement and the balance based on equal payments according to the following Payment Schedule
Page 4 of 6 05012009
PictometrAg Licens
•
Contract Total $511,789.24
Due upon contract signing $20,507.24
. I
January 31,2011 $98,256.40
January 31,2012 $98,256.40 {.
January 31,2013 $98,256.40
January 31,2014 $98,256.40
January 31,2015 $98,256.40
Fees past due for 30 days shall be charged a late fee of 1%per month.
12) 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. •
13) Recommended Minimum System Requirements for Electronic Field Study. A Pentium III with a 450 MHz processor,256MB memory
minimum 512MB+recommended,Windows 2000/XP,a video card with 4 MB memory capable of 1024 x 768 resolution,,display color of
24bit or higher, 100MB NIC and 50MB free disk space for software.
14) Training and Support Services: Additional training and support services are available to Licensee at the then prevailing prices.
15). "License Agreement Term and Conditions Clarification"
• If there is no funding for obliques,you keep what you have paid for and are not committed to any further flight until funding is available.
After the county has paid a total of$162,541.00,the first image capture will be paid in full,and the county will maintain that imagery under a
perpetual license. After the county has paid an additional$170,143.24 the second image capture will be paid in full and that imagery will
be maintained in a perpetual license. After the county has paid an additional$179,105.00 the third image capture will be paid in full and •
that imagery will be maintained in a perpetual license.
• If funds are notappropriated for the of Oblique Imagery,contract shall stayin force but new Image Libraries shall not be captured
purchaseq 9 rY� 9 P
nor delivered until outstanding balances due have been paid.
• STORAGE MEDIA IS PURCHASED FROM PICTOMETRY AND IS SHOWN ON THE SCHEDULE A.—
• ANY COUNTY EMPLOYEE OR CITY1TOWN/MUNICIPALITY EMPLOYEE MAY USE THE LICENSED PRODUCTS.Additionally Licensee
is authorized to provide access to Pictometry license data for Avista Consortium members in order to promote cost sharing. One hundred
percent of the revenues generated from that cost sharing with Avista Consortium members would go to Licensee. Avista Consortium
members. Licensee is naming the following entities as Authorized Users under the terms and conditions of this License: Spokane County
Municipalities,: Spokane County Special Purpose Districts(Fire,Water,and Sewer),: Spokane County School Districts and Universities,
Spokane Regional Health District,Spokane Regional Transportation Council,Spokane Transit Authority,Avista Utilities,non-profits,
Transportation Benefit Districts,and Washington State Agencies.
• A PRIVATE CITIZEN CAN GO INTO LICENSEE'S OFFICES(IF SUCH IS ALLOWED BY LICENSEE)AND USE THE LICENSED
PRODUCTS ON LICENSEE COMPUTERS. LICENSEE MAY ALSO DISPLAY IMAGES ON ITS WEBSITE TO ANYONE(BUT WITHOUT
ACCESS TO MEASUREMENT TOOLS OR LICENSED METADATA).
• IF THE LICENSEE RECEIVES A PUBLIC RECORDS REQUEST UNDER CHAPTER 42.56 RCW FOR ANY LICENSED PRODUCT,
LICENSEE AGREES TO GIVE PICTOMETRY NOTICE OF SUCH REQUEST AND AN OPPORTUNITY TO PROVIDE COMMENTS
THEREON OR INITIATE LEGAL ACTION TO PREVENT DISCLOSURE PRIOR TO ANY DISCLOSURE. PICTOMETRY AGREES TO
Page 5 of 6 05012009
PictometryLicensee�
INDEMNIFY AND HOLD HARMLESS LICENSEE FOR ANY AND ALL ATTORNEY'S FEES,PENALTIES AND COSTS IN THE EVENT A
COURT DETERMINES THAT THE LICENSEE HAS IMPROPERLY DENIED PUBLIC DISCLOSURE OF THE LICENSED PRODUCT.
• SOFTWARE UPGRADES ARE PROVIDED AT NO CHARGE DURING THE TERM OF THIS AGREEMENT. HOWEVER,ADDITIONAL
FUNCTIONALITY/MODULES MAY BE PRODUCED AND SOLD AS AN ADD-ON. THIS ADDITIONAL FUNCTIONALITY MAY BE
AVAILABLE TO LICENSEE AT AN ADDITIONAL CHARGE.
• LICENSEE SHALL RECEIVE 30 HOURS OF TELEPHONE SUPPORT DURING THE CONTRACT TERM as stated in this Schedule A.
•
THE END OF THE TERM,THE LICENSE TURNS PERPETUAL AT NO ADDITIONAL CHARGE—WHICH MEANS LICENSEE SHALL
KEEP THE LICENSED PRODUCTS FOREVER. However,Licensee would not qualify for software updates NOR SUPPORT unless
Licensee CHOOSES TO pay the maintenance fee AS DESCRIBED IN THIS SCHEDULE A.THE MAINTENANCE FEE IS OPTIONAL.
• OTHER THAN NON PAYMENT DUE TO NON-APPROPRIATION OF FUNDS FOR OBLIQUE IMAGERY,IF LICENSEE DOES NOT PAY
FOR THE LICENSED PRODUCTS,THE LICENSEE MUST CEASE USE OF LICENSED PRODUCTS,PURGE LICENSED PRODUCTS
FROM ITS COMPUTERS AND RETURN LICENSED PRODUCTS TO PICTOMETRY. IF ANY IMAGE LIBRARY HAS BEEN PAID IN
FULL,LICENSEE WOULD RETAIN THE LICENSED PRODUCTS AND ANY LONG TERM INCENTIVES(LTI)GIVEN TO LICENSEE
FOR SUCH RETAINED LICENSED PRODUCTS(AS DESCRIBED IN THIS SCHEDULE A)WOULD BE DUE AND PAYABLE TO
PICTOMETRY.
• IF LICENSEE IS UNABLE TO USE THE LICENSED PRODUCTS,LICENSEE MAY TERMINATE THIS CONTRACT. IF THIS
TERMINATION OCCURS,THE LICENSEE MUST CEASE USE OF LICENSED PRODUCTS,PURGE LICENSED PRODUCTS FROM
ITS COMPUTERS AND RETURN LICENSED PRODUCTS TO PICTOMETRY. UPON RECEIPT OF RETURNED PRODUCTS,
PICTOMETRY SHALL REFUND ANY MONIES PAID TO PICTOMETRY AND NO FURTHER PAYMENTS WOULD BE DUE FROM
LICENSEE.
i..
• This Agreement has and shall be construed as having been made and delivered in the state of Washington and the laws of the state of
Washington shall be applicable to its construction and enforcement Any action at law,suit in equity or judicial proceeding for the enforcement of
this Agreement or any provision hereto shall be instituted only in Courts of competent jurisdiction within Spokane County,Washington.
• No modification or amendment of this Agreement shall be valid until the same is reduced to writing and executed with the sane formalities as
this present Agreement
• Pictometry and Licensee warrant that the officers/individuals executing below have been duly authorized to act for and on behalf of the
Party for purposes of confirming this Agreement
Page 6 of 6 05012009
Pictometry�icense4'
1.
•
SCHEDULE "B"
Pictometry Economic Alliance Partnership
(EAP benefits apply to the initial term of the License Agreement as noted on Schedule A)
1. Benefits
A. Imagery—with Pictometry's EAP program the Licensee shall keep its imagery forever,the EFS Software
and Image License becomes perpetual at the end of the term of the License Agreement.
• Ortho Imagery—With the purchase of Pictometry Oblique Imagery,Licensee receives Ortho
Imagery at no additional charge
• Ortho Mosaic Imagery—With the purchase of Pictometry Oblique Imagery,Licensee receives
Ortho Mosaics at no additional charge,including an area-wide Mosaic of all imagery captured.
B. Disaster Coverage at No Additional Charge—Pictometry's proven background in rapid response image
capture,processing,and delivery is unmatched.Cities,Counties and States can benefit from Pictometry's
expertise. Pictometry will image up to 200 sq mi of affected areas of Federally Declared Disasters caused by
Hurricanes(category 2 and above),populated areas affected by fires,terrorist attacks,Tsunami and Earthquakes
at no charge. Affected areas are determined by Pictometry and Pictometry will work with county and state
governmental licensees and request their additional input regarding their needs. Note: There is no wait for a
Federal Declaration under the following circumstances:
•Hurricane Coverage at No Cost—Pictometry will capture and quickly deliver imagery of affected
areas of Category II hurricanes and above to your city,county or state at no additional expense.Coverage
for hurricanes below this category may be arranged at reduced EAP rates. •
•Tornado Coverage at No Cost—Pictometry will capture and quickly deliver imagery of areas
impacted by Tornados with ratings of EF4 and above to your city,county or state at no additional cost.
Coverage,for tornados below EF4,may be arranged at reduced EAP rates.
•Terrorist Coverage at No Cost—Pictometry will capture and quickly deliver imagery of damage due
to terrorist attack for up to 200 square miles at no additional cost.
Software—Use of Pictometry Change AnalysisTM or Web Deployment of Disaster Imagery—
Pictometry's Rapid Response Program includes the use of our ready-to-use,unique Change Analysis software for
ninety days. The powerful Change Analysis software simultaneously compares pre and post disaster images to
make recovery and restoration efforts more effective and efficient.Pictometry Web Deployment of disaster
imagery may also be available at no charge for ninety days.
C. Enterprise-wide Infrared Software at No Additional Charge—Pictometry will provide Eco-ViewTM,
an easy-to-use Infra-Red Software solution,at no additional charge when you purchase Pictometry's Near Infra-
Red imagery.
D. Software Installation and Maintenance Costs-During the initial term of the Pictometry License
Agreement,Pictometry shall provide Licensed Software to Licensee with no charge for upgrades,maintenance or
support under License's EAP. At the end of the term of the Software License Agreement,the license for software
and imagery becomes perpetual. Support for the Perpetual Licensed Software may be continued at no charge with
the signing of a License Agreement with EAP Program for another Image Library.
E. Marketing—Pictometry will market your GIS Layer data to Pictometry's many business partners only
upon your written request. Revenue derived from this sale shall be split 50/50 between Licensee and Pictometry.
Pictometry initial/4, Licensee initial: 05012009
SCHEDULE"C"
Digital Imagery Specifications
Dimensions and Resolution:
All values are approximates based on target height-over-ground. The actual values vary due to elevation changes.
Individual Images:
Premier Community Images
C5 Oblique(Nominal 12 Inch)
Footprint:
Front Line: 3,700 feet(1128 meters)
Back Line: 5,100 feet(1554 meters)
Front to Back: 4,600 feet(1402 meters)
Ground Sample Distance:
Front Line: 0.9 feet/pixel(0.27 meters/pixel)
Middle Line: 1.1 feet/pixel(0.34 meters/pixel)
Back Line: 1.3 feet/pixel(0.40 meters/pixel)
C5 Orthogonal(Nominal 12 Inch)
Footprint: 3,600 x 2,400 feet(1097 x 731 meters)
Ground Sample Distance: 0.9 feet/pixel(0.27 meters/pixel)
Premier Community Images
I•.
C3 Oblique(Nominal 12 Inch)
Footprint: �.
Front Line: 3,100 feet(975 meters)
Back Line: 6,300 feet(1524 meters)
Front to Back: 6,100 feet(1311 meters) •
Ground Sample Distance:
Front Line: 1.0 feet/pixel(0.24 meters/pixel)
Middle Line: 1.3 feet/pixel(0.30 meters/pixel)
Back Line: 2.0 feet/pixel(0.38 meters/pixel)
C3 Orthogonal(Nominal 12 Inch)
Footprint: 4,000 x 2,700 feet(1219 x 823 meters)
Ground Sample Distance: 1.0 feet/pixel(0.31 meters/pixel)
Elite Community Images
Oblique(Nominal 8 Inch)
Footprint:
Front Line: 3,000 feet(915 meters)
Back Line: 6,000 feet(1830 meters)
Front to Back: 4,700 feet(1,433 meters)
Ground Sample Distance:
Front Line: 0.8 feet/pixel(0.24 meters/pixel)
Middle Line: 1.0 feet/pixel(0.30 meters/pixel)
Back Line: 1.5 feet/pixel(0.46 meters/pixel)
Orthogonal(Nominal 8 Inch)
Footprint: 2,600 x 1,700 feet (793 x 518 meters)
Ground Sample Distance: 0.6 feet/pixel(0.18 meters/pixel)
Licensee Initial Page 1 of 5 05012009a
Premier Neighborhood Images •
Oblique(Nominal 6 Inch)
Footprint:
Front Line: 2,500 feet(762 meters)
Back Line: 4000 feet(1220 meters)
Front to Back: 3400 feet(1037 meters)
Ground Sample Distance:
Front Line: 0.6 feet/pixel(0.18 meters/pixel)
Middle Line: 0.8 feet/pixel(0.24 meters/pixel)
Back Line: 1.0 feet/pixel(0.30 meters/pixel)
Orthogonal(Nominal 6 Inch)
Footprint: 2,000 x 1,330 feet(610 x 405 meters)
Ground Sample Distance: 0.5 feet/pixel(0.15 meters/pixel)
Elite Neighborhood Images
Oblique(Nominal 4 Inch)
Footprint:
Front Line: 1,400 feet(427 meters)
Back Line: 2,000 feet(610 meters)
Front to Back: 1,800 feet(549 meters) •
Ground Sample Distance:
Front Line: 0.35 feet/pixel(0.11 meters/pixel)
Middle Line: 0.41 feet/pixel(0.12 meters/pixel)
Back Line: 0.49feet/pixel(0.15 meters/pixel)
Ortho (Nominal 4 Inch)
Footprint: 1,385 x 923 feet(422 x 281 meters)
Ground Sample Distance: 0.35 feet/pixel(0.11 meters/pixel)
Sector Tiles:
One-Meter Sector Tiles
Footprint: 5,280 x 5,280 feet(1,609 x 1,609 meters) •
Pixel Size: 3.28 feet/pixel (1.0 meters/pixel)
Source Imagery: Community Orthogonal(12 and 9 inch)and/or Neighborhood Orthogonal(Premier and Standard)
Radiometry: Not radiometrically balanced,may have observable cut lines and could consist of imagery taken over
a period of several days.
File Size(Approx.): 8,000 KB(JPG format)
One-Foot Sector Tiles •
Footprint: 2,640 x 2,640 feet(805 x 805 meters)
Pixel Size: 1.0 feet/pixel (0.3048 meters/pixel)
Source Imagery: Community Orthogonal(12 and 9 inch)and/or Neighborhood Orthogonal(Premier and Standard)
Radiometry: Not radiometrically balanced,may have observable cut lines and could consist of imagery taken over
a period of several days.
File Size(Approx.): 20,900 KB(JPG format)
Six-Inch Quarter Sector Tiles
Footprint: 2,640 x 2,640 feet(805 x 805 meters)
Pixel Size: 0.5 feet/pixel (0.1524 meters/pixel)
Source Imagery: Premier Neighborhood Orthogonal and/or Neighborhood Orthogonal
Radiometry: Not radiometrically balanced,may have observable cut lines and could consist of imagery taken over
a period of several days.
File Size(Approx.): 83,500 KB(JPG format)
Pictometry Standard Ortho Mosaic Products
Pictometry ortho mosaic products are the result of high definition,full color aerial images and automated mosaicking processes that
incorporate digital elevation data to to large-area mosaicked ortho images from the individual Pictometry ortho frames.Pictometry ortho
Licensee Initi Page 2 of 5 05012009a
I fr
images are captured along with the oblique imagery to create libraries of images that are unequalled in cost-effectiveness,high detail and ease
of use.
Pictometry builds in quality control,programmatic error correction,and data integrity checks into the planning,capture,and processing of the
images.There are a few artifacts of the Pictometry ortho mosaic process that may still be evident with the automated mosaicking process.This
is a summary of the types of artifacts that may be evident in a small portion of the Pictometry ortho mosaic tiles. Examples of mosaic tiles and
the artifacts described below are on the following pages.
Disconnects in Non-Elevated Surfaces: These disconnects are generally caused by inaccurate elevation data
Disconnects in Elevated Surfaces: (Roadways,Bridges,etc.) Elevated roads,bridges,etc.that are not represented in the elevation data
may result in disconnects along mosaic seam lines
Building Intersect and Clipping: Similar to elevated roads and bridges,buildings that are not represented in the elevation data may result in
disconnects along the structure
Seasonal Cutlines: Visible cutiines may exist between images taken at different times in a season,or between seasons
Ground Illumination Cutlines: Variations in illumination(sunny,high overcast,morning/afternoon,etc.)between flight days may result in
visible cutlines
Color Variations-Single GSD: Illumination differences and multiple-aircraft/camera capture result in varying color temperature which can
appear as visible cutlines in a mosaic
Color Variations-Mixed GSD: When a customer chooses portions of their area to be flown at different ground sample distances(GSDs),
there will frequently be a noticeable difference(cutline)along the seams between the two resolutions
Color Variations—Water: When multiple individual frames are used to create a mosaic across a body of water(lakes,ponds,rivers,etc.),
there will likely be noticeable cutlines in the water
Regions Geographically Misplaced: From time to time,the geopositional data is corrupt or improperly processed and will mis-position the
images and result in a defective mosaic.These are inspected for and corrected in Processing
Lack of!Edges of Coverage: Along the edges of an area being captured(the border of a county,for example),there may be mosaic tiles
created with partial coverage.The missing areas along the edge are filled with black.Where coverage in one GSD does not exist but other
GSD imagery is available,the second GSD imagery will be used to fill the gap
Processing Errors: Software bugs and improperly applied geopositional data is inspected for and corrected before products are delivered to
customers
Custom Ortho-Mosaics:
Pictometry can create custom ortho-mosaics based on the resolution of the imagery captured. If a custom ortho-mosaic is
desired,the full specifications will be spelled out in a separate addendum. It is important to note that while the ortho-mosaic can
be created at any pixel resolution,up or down,creating an ortho-mosaic with a pixel size smaller than the ground sample
distance of the input imagery will not contain any more information than the resolution of the input imagery. In other words,if
you create a six-inch ortho-mosaic from one-foot imagery,even though the pixels will be six-inch,the overall image data
resolution will still only be one-foot. For this reason,it is important to ensure the base imagery purchased meets or exceeds the
resolution requirements of any ortho-mosaics you need. Under-sampling,for instance creating a one-foot ortho-mosaic from six-
inch resolution imagery,is not a problem and generally produces very good results.
Pictometry also has licensed partners who can create an ortho-mosaic product that can be certified to a particular accuracy. In
general,ortho-mosaics from Pictometry's neighborhood orthogonal imagery can meet NMAS 1:1200(1.0-meter RMS error at
95%confidence interval)in relatively flat terrains or areas with good elevation data. For areas with highly variable terrain or
areas with poor elevation data,this number generally drops to NMAS 1:2400(2.0-meter RMS error at 95%confidence interval).
Certified ortho-mosaics can be created from Pictometry's community orthogonal imagery,but only under certain capture
parameters. As such,it is important to include any custom ortho-mosaic requirement with the image capture requirements such
that the community orthogonal imagery can be captured in a way consistent with certification requirements.
General Specifications:
Orthogonal Images
Sensor Size Pixels:4008 x 2672(or 3208 x 2672 for some Community level imagery)in a Landscape
orientation.
image Format Industry-standard image format with proprietary image trailer,including JFIF(JPEG),TIFF,and
BMP.
Image Quality Images will have an unobstructed view of the ground.In controlled airspace around airports,etc., •
and in areas of rapid elevation changes,the image footprint sizes and resolutions may vary.There
may be varying degrees of ground illumination and color variations due to lighting and cloud
shadows.
Licensee Initial Page 3 of 5 05012009a
j.
Measurement Accuracy <0.5%measurement error,excluding user pixel selection error
Pixel Placement Accuracy Pictometry provides a visualization system and therefore does not certify image accuracy.
However,some Pictometry customers have done their own certification on the Pictometry data
after delivery and have shared their results.On average,customers have been seeing better than
1.0-meter RMS error at a 95%confidence level(NMAS 1:1200)for orthogonal imagery over �.
relatively flat terrain or in areas with accurate elevation data,and 2.0-meter RMS error at a 95%
confidence level(NMAS 1:2400)for more varied terrain or in areas with poor elevation data.
However,Pictometry does not guarantee these accuracies and your results may vary.
Sensor Orientation Pictometry utilizes an IMU(Inertial Measurement Unit),ground station post-corrected
differential GPS,and Kalman filtering to achieve a high degree of positional and directional
accuracy.
Sensor Positional Accuracy mean 15cm absolute
Sensor Directional Accuracy 0.015 degrees absolute(roll/pitch)
0.035 degrees absolute(heading)
Ortho-Rectification The images are ortho-rectified to back out the optical deviations of the capture system and the
variations due to elevation changes(utilizing the best DEM data available,including customer
provided DEM data),resulting in geographically square pixels aligned to a rectilinear grid. This
grid can be one of any number of coordinate systems,including Latitude/Longitude,State Plane,
UTM,and more. The desired coordinate system should be specified in the contract,or a default
coordinate system will be used.
Image Export JFIF(JPEG),TIFF,BMP
EFS software can be utilized to export the images into any of the above industry-standard
formats.The orthogonal images can optionally be re-projected during this export process,and an
associated geography file can be created as well for use in importing the images into GIS
mapping software.
Image Tiling Individual orthogonal images are edge-feathered and mosaiced to produce orthogonal image tiles
with tile sizes selected to balance single image coverage as well as manageability of open images.
These orthogonal tiles provide continuous coverage across the area of interest. While some color
balancing is done,these orthogonal tiles are not fully radiometrically balanced or edge-matched.
Oblique Images
Sensor Size Pixels:4008 x 2672(or 3208 x 2672 for some Community level imagery)in a Landscape
orientation.
Image Format Industry-standard image format with proprietary image trailer,including JFIF(JPEG),TIFF,and
BMP.
Image Quality Images will have an unobstructed view of the ground.In controlled airspace around airports,etc.,
and in areas of rapid elevation changes,the image footprint sizes and resolutions may vary.There
may be varying degrees of ground illumination and color variations due to lighting and cloud
shadows.Due to the nature of oblique aerial photography,there may also be artifacts such as haze
and glint and glare caused by reflected sunlight.
Measurement Accuracy <0.75%measurement error,excluding user pixel selection error
Pixel Placement Accuracy Pictometry provides a visualization system and therefore does not certify image accuracy.
However,some Pictometry customers have done their own certification on the Pictometry data
after delivery and have shared their results.On average,customers have been seeing better than
2.0-meter RMS error at a 95%confidence level(NMAS 1:2400)for oblique imagery over
relatively flat terrain or in areas with accurate elevation data,and 4.0-meter RMS error at a 95%
confidence level(NMAS 1:4800)for more varied terrain or in areas with poor elevation data.
However,Pictometry does not guarantee these accuracies and your results may vary.
Sensor Orientation Pictometry utilizes an IMU(Inertial Measurement Unit),ground station post-corrected
differential GPS,and Kalman filtering to achieve a high degree of positional and directional
ac cy.
Licensee Initial Page 4 of 5 05012009a
Sensor Positional Accuracy mean 15cm absolute
Sensor Directional Accuracy 0.015 degrees absolute(roll/pitch)
0.035 degrees absolute(heading)
Image Export JFIF(JPEG),TIFF,BMP
EFS software can be utilized to export the images into any of the above industry-standard
formats.
Notes
1. The existing National Map Accuracy Standards focus on conventional analog aerial photography products. When used for
digital mapping products,it is necessary to specify the approximate image scale(e.g. 1:1200)when stating NMAS requirements.
2. Pictometry's orthogonal images provide the coordinate accuracy fulfilling most planemetric requirements,however,Pictometry
data is not intended for authoritative definitive mapping or surveying replacement. If there is a need for authoritative mapping
products,additional work is required by licensed individuals in order to certify Pictometry's orthogonal imagery. Alternatively,
a separate,authoritative orthogonal image capture can be done and those orthogonal images used inside of Pictometry. Our
oblique images are unique to Pictometry and are intended to provide data not available elsewhere and lateral views with more
visual information,such as 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,height measurements,and other
information afforded by the oblique images while using the coordinate accuracy afforded by the orthogonal images.
Licensee InitialdA Page 5 of 5 05012009a
�`b
•
Spokane, WA(WASPOK)
FERRYPEND OREILLE i
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BENEWAH
ADAMS WHITMAN
L--- --------- _ - .—.._.___----_..._____-. ---I
Community Sectors: 1576 Neighborhood Sectors: 270 (c)Copyright 2004,Pictometry International
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ADDENDUM
TO
PICTOMETRY LICENSE AGREEMENT
Contract 3645_001
ADDENDUM TO LICENSE AGREEMENT BETWEEN Pictometry International Corp (Pictometry) and Spokane County,
WA(Licensee)dated the 5th day of March, 2010.
(In the event any provision of this Addendum conflicts in whole or in part with the terms of the License Agreement, the
provisions of this Addendum shall control.)
SCHEDULE "A" is hereby modified as follows for the 2"d and 3rd image capture
1.A.1 1,482 C3 sectors are hereby upgraded to C5 sectors.
PREMIER Four Way Community Package(C5)with ortho sector tiles covering 1482 sectors of the Licensee as indicated
on the attached map. Premier Community Images are nominal 12"GSD.
Each sector will have approximately:
a. 8 Ortho-rectified images and your choice for the following(please check if mosaic is desired)
_x_one 1-meter standard mosaic sector tile for each ortho sector
_x_ one 1-meter standard area-wide mosaic(s)(area-wide mosaic in ECW
b. 16 Oblique images taken from four perpendicular directions.
Each sector will have one ortho sector tile at 12" GSD
PREMIER Community Images(C5)to be taken when there is less than 30% leaf cover.
Second Imagery Capture(Spring 2012)
PREMIER COMMUNITY Image Price $ 75.00 per sector per year
Less 40% EAP Discount $ 45.00
$ 30.00
Less 5%second capture LTI $ 1.50
$ 28.50 @ 1482 Sectors=$42,237.00 per year
Third Imagery Capture(Spring 2014)
PREMIER COMMUNITY Image Price $ 75.00 per sector per year
Less 40% EAP Discount $ 45.00
$ 30.00 @ 1482 Sectors=$44,460.00 per year
05012009
• 1.A.3 270 N5 sectors are hereby increased to 364 sectors
ELITE Four Way Neighborhood Images(N5)covering 364 sectors of the Licensee as indicated on the attached map.
Premier Neighborhood Images are nominal 4"GSD.
Each sector will have approximately:
a. 52 Ortho-rectified images and your choice for the following(please check if mosaic is desired)
_x_ one 1-meter standard mosaic sector tile for each ortho sector
_x_ one 1-meter standard area-wide mosaic(s)(area-wide mosaic in ECW format
b. 104 Oblique images from four perpendicular directions
ELITE Neighborhood Images will be taken when there is less than 30% leaf cover.
Second Imagery Capture(Spring 2012)
ELITE NEIGHBORHOOD Image Price $337.00 per sector per year
Less 40% EAP Discount $ 137.00
$200.00
Less second capture 5% LTI $ 10.00
$190.00@ 364 Sectors=$69,160.00 per year
Third Imagery Capture(Spring 2014)
ELITE NEIGHBORHOOD Image Price • $337.00 per sector per year
Less 40% EAP Discount $ 137.00
$200.00 @ 364 Sectors=$72,800.00 per year
1.B Tiles is amended as follows:
Optional tiles for second and third flights are now included.
12 inch Standard Ortho Sector Tiles are included in the above Community pricing.
4 inch Standard Ortho Sector Tiles:
Second Imagery Capture(Spring 2012)
$40.00 per sector
50%LTI early adopter credit -$20.00
$20.00 per sector x 364 sectors=$7,280.00
Third Imagery Capture(Spring 2014) $40.00 per sector x 364 sectors=$14,560.00
05012009
Area Wide Ortho Mosaic:
Second Imagery Capture(Spring 2012)
12 inch area-wide ortho mosaic delivered in MrSID format: 1482 Sectors @$.50=$741.00
4 inch area-wide ortho mosaic delivered in MrSID format: 364 Sectors @$2.00=$728.00
Third Imagery Capture(Spring 2012)
12 inch area-wide ortho mosaic delivered in MrSID format: 1482 Sectors @$.50=$741.00
4 inch area-wide ortho mosaic delivered in MrSID format: 364 Sectors @$2.00=$728.00
1.0 (New Section)
1.C.1 Hand Touch Transfer Tool: Pictometry will perform manual correction to the extent possible for the
following ortho sector tiles of the revised Sector Map.
WASPOK035025
WASPOK035026
WASPOK035027
WASPOK036024
WASPOK036025
WASPOK036026
WASPOK035041
WASPOK035042
WASPOK036042
WASPOK036043
Second Imagery Capture(Spring 2012)
10 sectors @$50/sector=$500.00
Third Imagery Capture(Spring 2014)
10 sectors @$50/sector=$500.00
1.C.2 Restricted Flight Sectors: The following flight sectors will only be delivered to Spokane County.These
sixteen flight sectors covering Fairchild AirForce Base shall be excluded from Pictometry Analytics Online and
alsorshall not be made available to any of Pictometry's private—sector business partners.
WASPOK036015
WASPOK036016—
WASPOK036017
WASPOK037015
WASPOK037016
WASPOK037017
WASPOK038014
05012009
4
WASPOK038015
WASPOK038016
WASPOK038017
WASPOK039014
WASPOK039015
WASPOK039016
WASPOK039017
WASPOK040016
WASPOK040017
6. (Replace language for second and third image captures)
Second Image Capture-Annual Image License Fee of One Hundred Eleven Thousand,Three Hundred Ninety-
Seven Dollars and 00 Cents($111,397.00)
Third Image Capture—Annual Image License of One Hundred Seventeen Thousand,Two Hundred Sixty Dollars
and 00 Cents ($117,260.00)
9. Total Cost is amended as follows: This License Agreement is increased by One Hundred Thirty Four Thousand,Two
Hundred Thirteen Dollars ($134,213.76)to Six Hundred Forty Six Thousand,Three Dollars and 00 Cents
($646,003.00), plus any applicable sales tax. Long Term Incentives("LTI")have been applied to this total cost.Total
cost is broken down as follows:
First Year
Annual License Fee $80,514.00
Delivery Media $185.00
12-inch tiles $0.00
6-inch tiles $0.00
12-inch ECW
Mosaic $788.00
6-inch ECW Mosaic $540.00
First Year Total $82,027.00
Second
Year Image License Fee $80,514.00
Third Year
Image License Fee $111,397.00
Delivery Media $185.00
12-inch tiles $0.00
4-inch tiles $7,280.00
12-inch MrSID
Mosaic $741.00
4-inch MrSID
Mosaic $728.00
Hand Touch $500.00
Third Year Total $120,831.00
05012009
$
Fourth
Year Image License Fee $111,397.00
Fifth Year
Image License Fee $117,260.00
Delivery Media $185.00
12-inch tiles $0.00
4-inch tiles $14,560.00
12-inch MrSID
Mosaic $741.00
4-inch MrSID
Mosaic $728.00
Hand Touch $500.00
Fifth Year Total $133,974.00
Sixth Year Image License Fee $117,260.00
Total $646,003.00
11. Payment Schedule: The contract payment schedule is amended as follows:
Contract Total $646,003.00
Upon Contract Signing (February 2010) $20,507.24
Upon Imagery Delivery $0.00
Upon Invoice January 2011 $98,256.40
Upon Invoice January 2012 $98,256.40
Upon Second Imagery Delivery $30,292.38
Upon Invoice January 2013 $132,896.86
Upon Invoice January 2014 $132,896.86
Upon Invoice January 2015 $132,896.86
15. License Agreement Terms and Conditions Clarification:
Bullet#1 is amended as follows: If there is no funding for obliques,you keep what you have paid for and are not
committed to any further flight until funding is available.After the county has paid a total of$162,541.00,the first image
capture will be paid in full, and the county will maintain that imagery under a perpetual license.After the county has paid
an additional $232,228.00 the second image capture will be paid in full and that imagery will be maintained in a perpetual
license.After the county has paid an additional $251,234.00 the third image capture will be paid in full and that imagery
will be maintained in a perpetual license. •
Bullet#4 is amended as follows: ANY COUNTY EMPLOYEE OR CITY/TOWN /MUNICIPALITY EMPLOYEE MAY
USE THE LICENSED PRODUCTS.Additionally Licensee is authorized to provide access to Pictometry license data for
Avista Consortium members in order to promote cost sharing. One hundred percent of the revenues generated from that
cost sharing with Avista Consortium members would go to Licensee.The Licensee is naming the following entities as
Authorized Users under the terms and conditions of this License:Spokane County Municipalities,:Spokane County
Special Purpose Districts(Fire,Water,and Sewer),: Spokane County School Districts and Universities, Spokane Regional
05012009
vi
'• Health District, Spokane Regional Transportation Council, Spokane Transit Authority,Avista Utilities, Modem Electric,
Vera Water and Power, Sentry Dynamics, non-profits,Transportation Benefit Districts,and Washington State Agencies.
SCHEDULE "B" is hereby modified as follows for the 2nd and 3rd image capture
Section E Marketing is amended as follows: -Upon an EAP event and only upon your written request and approval,
Pictometry will market your existing GIS vector data to Pictometry's many business partners only. Any revenue derived
from this effort shall be split 50/50 between Licensee and Pictometry.
SCHEDULE "D" is hereby modified as follows for the 2nd and 3rd image capture
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364 4-inch N5 Sectors
1,482 12-inch C5 Sectors
05012009
' The undersigned approves and accepts this addendum and acknowledges this addendum,and any attachments,to be a
part of the License Agreement. All other terms and conditions to remain the same.
PIC • - TERNATIONAL,Corp. Licensee: LPOK /(,E eO€.Z /7S/
By:�.—' . B
Name: Linda K. Salpini Name: la // -//EL kE
Title: Senior VP Finance Title: 5.69./R AMA/ Wei
Address: 100 Town Centre Drive, Suite A Address: ///&' 6R19/ 609M/
Ro hPStc r NY 14R2 r
2k14 W4 a6n
Date: .3 IN Date: a2&, 02Oi0?
•
05012009
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Exhibit B: Spokane Pictometry Tile Grid—City of Spokane Valley
Note: Requested City of Spokane Valley Tiles
Outlined in Red
White tiles are one foot resolution
Blue tiles are four inch resolution)
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Pictometry 2012 Flight Grid n Otis&Towns J--j Metro(4 inch)
Flight Plan Sectors =Drainage Basins( Rural(12 inch)
QRequest Area
IMAGERY CONSORTIUM AGREEMENT--6
4
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00 00I$ aad
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0S 9££`L = IL x 05.'00 IS oja zo1.00S uoui 1110,4
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