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16-198.00 Spokane County: Pictometry Imagery License Agreement SPOKANE COUNTY IMAGERY LICENSE AGREEMENT Fourth Party Participant The LICENSE AGREEMENT is entered into between Spokane County, (hereinafter referred to as "COUNTY" or "Licensor") and City of Spokane Valley_ (hereinafter referred to as "Fourth Party Participant"or"Licensee"),jointly referred to as PARITES. RECITALS: WHEREAS,pursuant to the provision of RCW 36.32.120(6), Spokane County has the care of county property and the management of county funds and business; and WHEREAS, pursuant to RCW 36.32.120(6), chapter 39.34 RCW and RCW 39.32.090, Spokane County entered into an agreement with Pictometry International Corporation for the purchase of aerial photography services, software,and support; and WHEREAS, pursuant to the provisions of chapter 39.34 RCW, two or more public entities may contact between each other to perform functions which each may individually perform; and WHEREAS, the Pictometry International Corporation Agreement allows "Authorized Subdivision(s)"to use"Delivered Content"as defined therein; and WHEREAS, Forth Party Participant is an "Authorized Subdivision" in the Pictometry International Corporation Agreement and as such desires to enter into a license agreement wherein the Fourth Party Participant may use certain"Delivered Content"under the Pictometry International Corporation Agreement subject to certain terms and conditions. NOW THEREFORE for and in consideration of the above recitals which are incorporated herein by reference and the mutual promises set forth hereinafter the PARTIES do hereby mutually agree as follows: SECTION 1: DEFINITIONS (a) County: "COUNTY"means Spokane County, also referred to as Licensor. (b) Fourth Party Participant: "Fourth Party Participant" means those who are eligible to purchase imagery from the COUNTY by signing this SPOKANE COUNTY IMAGERY LICENSE AGREEMENT, also referred to as LICENSEE. (c) S•okane County Pictometry Contract: "Spokane County Pictometry Contract" means the 2016 — 2021 contract executed under Spokane County Resolution 16- , attached hereto as Exhibit A and incorporated herein by this reference. Page 1 of 11 SECTION 2: PURPOSE This License Agreement is intended to provide a mechanism for the Licensee (Fourth Party Participant) to purchase Spokane County Pictometry Imagery products and associated Pictometry Software under the terms and conditions of this License Agreement, from the COUNTY as allowed by the Spokane County Pictometry Contract. SECTION 3: TERM This Agreement shall commence on Dg G. Z c] , 2016 and shall run through December 31, 2021. Once this Agreement is executed, it may not be terminated by either party. Provided, in the event the Spokane County Pictometry Contract is terminated, this Agreement shall also terminate. In the event of such termination, PARTIES understand that they shall not be subject to the refund or return of any costs or fees as set forth in Section 6 (Exhibit C) paid prior to the effective date of termination and may be subject to the payment of costs and fees set forth in Section 6 (Exhibit C) to the end of the term of the Spokane County Pictometry Contract. SECTION 4: 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(N, S, E, W) obliques. 2. 9" High Resolution Orthophotography & Four-way (N, S, E, W) obliques. 3. All other resolution Orthophotography and Area Wide Mosaics, generated by Pictometry and included in the delivery of the primary imagery. 4. Pictometry Software: Electronic Field Study&Pictometry ArcGIS Desktop Plugin. B. The following Pictometry Products are NOT included: 1. "Pictometry Self Hosting" Software provided on a one-time fee basis purchased directly from Pictometry by each member wishing to use it; and, 2. "Pictometry Connect" a Web Hosting Software that is purchased annually directly from Pictometry, and 3. "Pictometry for ESRI Web AppBuilder" Software provided on a one-time fee basis purchased directly from Pictometry by each member wishing to use it. Page 2 of 11 C. Spokane County Pictometry Sector Resolution Areas are depicted on Exhibit B, which is attached hereto and incorporated by this reference. SECTION 5: LICENSEE PARTICIPATION REQUIREMENTS LICENSEE must adhere to the following requirements: A. 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. B. The LICENSEE must abide by the licensing restrictions detailed in the Spokane County Pictometry Contract. The Spokane County Pictometry Contract entitles the LICENSEE to utilize licensed data sets in perpetuity, unless terms of the Spokane County Pictometry Contract are violated. Should a violation of the terms of the Spokane County Pictometry 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. C. Public Access of Pictometry Orthogonal and Oblique Imagery provided by the LICENSEE via Public Web Sites shall only occur by mutual agreement between the COUNTY and LICENSEE. LICENSEE is permitted to use orthogonal and/or oblique imagery for publicly accessible .pdfs, printed maps, or other such reports. SECTION 6: LICENSE FEE METHODOLOGY A. Pictometry Imagery Capture Flights will occur in 2016, 2018, and 2020. B. The Licensee shall be eligible to license PICTOMETRY imagery from the COUNTY for any flight that occurs during the contract period. The Licensee can purchase just a single flights imagery and is not required to purchase imagery from all flights that occur during the contract period. C. 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. D. Project Area Sectors can be of two resolution types: 4 inch, or 9 inch. E. Sector resolution type will vary by given project year. Page 3 of 11 F. The COUNTY assigns costs to each specific Sector based on the Spokane County Pictometry Contract for that given project flight(two-year cycle). G. Rates per Sector are based on the costs per sector type (4 inch or 9 inch) for a given Pictometry Flight Year. H. Sector resolution upgrades (e.g. from 9 inch resolution to 4 inch resolution) may occur. LICENSEE will be responsible for all costs related to a LICENSEE- requested sector upgrade for the life of the contract. I. LICENSEE sector costs are based on the total sector rate as defined in Section 5 F divided by four (as Fourth party cost participants, assuming there are three original cost-share participants — Avista, City of Spokane, and Spokane County). If an original cost-share participant terminates their participation prior to a given flight then the sector rate as defined in Section 5 F will be divided by three (the remaining number of cost-share participants plus one). J. The LICENSEE's base total cost is the sum of all individual Sectors which are within LICENSEE service boundary. This also includes the addition of all sectors that are bisected by the service boundary. Individual sectors will not be further subdivided. K. Access to the LICENSEE imagery products will be provided either on physical media or through a Pictometry Connect account purchased by the LICENSEE. The labor and media costs for the delivery of Imagery Products on physical media will be borne by the LICENSEE and will be based on the Spokane County Annual ISD staff hourly rate tables and media costs. L. The LICENSEE's costs are itemized in Exhibit C, which is attached hereto and incorporated by this reference. M. The LICENSEE shall be billed upon given online access or hardcopy delivery of imagery products itemized in Exhibit C. LICENSEE shall pay all billings within twenty-five (25) calendar days from its receipt of any billing to pay the COUNTY. The COUNTY, at its sole option, may charge interest on late payments based on any lost interest earning had the amount due been invested since the date due to the date of payment in the COUNTY's investment pool. SECTION 7: 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. Page 4 of 11 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, and the LICENSEE will indemnify the COUNTY for those costs and damages finally awarded against the COUNTY for an infringement claim. The LICENSEE shall also indemnify the COUNTY for its reasonable attorney's fees arising out of such claims. SECTION 8: WARRANTY The digital data is provided "AS IS", without any warranty of 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 9: 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 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. I. Dispute Resolution. Any dispute among or between the PARTIES which cannot be Page 5 of 11 resolved among or between the PARTIES shall be subject to arbitration. Such dispute shall first be reduced to writing. If the COUNTY CEO, CITY Administrator and/or AVISTA designee cannot resolve the dispute it will be submitted to arbitration. The provisions of chapter 7.04A RCW shall be applicable to any arbitration proceeding. The PARTIES subject to the dispute shall have the right to designate one person each to act as an arbitrator. The selected arbitrators shall then jointly select another arbitrator. The decision of the arbitration panel shall be binding on the PARTIES and shall be subject to judicial review as provided for in chapter 7.04A RCW. The costs of the arbitration panel shall be equally split among the PARTIES to the dispute. J. Headings. The section headings appearing in this Agreement have been inserted solely for the purpose of convenience and ready reference. In no way do they purport to, and shall not be deemed to define, limit or extend the scope or intent of the sections to which they pertain. K. Time of Essence of Agreement. Time is of the essence of this Agreement and in case either party fails to perform the obligations on its part to be performed at the time fixed for the performance of the respective obligation by the terms of this Agreement,the other party may, at its election, hold the other party liable for all costs and damages caused by such delay. L. Execution and Approval. The PARTIES warrant that the officers executing below have been duly authorized to act for and on behalf of the party for purposes of confirming this Agreement. M. No Third party Beneficiaries. Nothing in this Agreement is intended to give, or shall give, whether directly or indirectly, any benefit or right, greater than that enjoyed by the general public, to third persons. N. RCW 39.34 Required Clauses. (1) PURPOSE: See Section 2. (2) DURATION: See Section 3. (3) ORGANIZATION OF SEPARATE ENTITY AND ITS POWERS: No new or separate legal or administrative entity is created to administer the provisions of this Agreement. (4) RESPONSIBILITIES OF THE PARTIES: See Agreement provisions. Page 6 of 11 AGREEMENT TO BE FILED: The City shall file this Agreement with its City Clerk. The County shall file this Agreement with its County Auditor or place it on its web site or other electronically retrievable public source. FINANCING: Each Party shall be responsible for the financing of its contractual obligations under its normal budgetary process. TERMINATION: See Section 3. PROPERTY UPON TERMINATION: Title to all personal property acquired by any party in the performance of this Agreement shall remain with the acquiring party upon termination of the Agreement. IN WITNESS WHEREOF, the PARTIES have caused this Agreement to be executed on the date and year set forth herein above with the effective date being the date of the last signatory. DATE: ' t l (1 5! ! N ' : - TY (Licensor) INF Sr— ATIO SYSTEM DIRECTOR DATE: / 2Fourth Party Participant (Licensee) pr,"1: " c r ' wtR r'9 42 TITLE Page 7 of 11 Exhibit A Spokane County Pictometry Contract (to follow in attached pages.) (This space intended to be blank.) Page 8 of 11 Exhibit B Spokane Pictometry Tile Grid (Light green tiles are nine inch resolution, purple tiles are four inch resolution, and blue tiles are four inch AccuPlus resolution) [��7/J�]`PICTOMETRY WA Spokane /-- A C At,L E Y IL V C0 M I'A't , FYnu Utv y. (4snrwr h.,+y Sturm ar.l • �a a#.l �r`1 �..'' it -1111 o•t aa.►a ee ra.}asa*, • .tsY.r}ra}.•a. }iaa.aa.e►..fr.• ae .a}taa.Y•w}.awa..•1� ii; i.rst.a.sr:rrr.►aft•C '''''' tr • .aaat► t}erre}s►f r.=t •+-�.'. Alan; ■rot}.Ie.aaa •t a to aaaw.atm,r.raawa}aaa s. e.euwrrrr. • - Koorrne, • .•'aa•aaar ea •eakat a.a. *i a*w •}.a wtli a.e. araa.a.at..•a.}.a.raaas t'.. tnnp ::: 1tt •MMaas p'Et..lr.ai<V a*...-laae! r*..•a.} MiaFw•Ra...a�.}.rt.* ...a... .araa}.a}a..a ••.aa. rr���IaI{1{t. aa4'iYlaaa4lrw#11}afaa...�' � ��1•it asia.•••M aa.}tor fff■ ....self....a....:. 1�rr raa R...r.'*ea..Safi�I nra:. Ma 1,11,1 r 1114 OM *a......*.PI •• rr.iroxia%� !*ori.. .afrLr • ..I...,..4 (rrrmr m r fihAen,w+ 45 _ktiCCuPtus:in 127SgM4aS r 1 :� '9 andard CS 9.11-1480 Sectors Erna,_ T- -,_ _-t,,1„ 8s Standard HS 44•239 Srctors " Page 9 of I 1 Exhibit C: Spokane Pictometry Itemized Fourth Party Participant(Licensee) Costs (Assuming three original cost-share participants, thus a four-way cost split) Licensee: City of Spokane Valley Four Inch Sector Tiles Cost 4 Way Split 1/4 Sector# Sq Mile Total (AccuPlus) Total $514.69 $128.67 79 19.75 $2,541.23 Four Inch Sector Tiles Cost 4 Way Split 1/4 Sector# Sq Mile Total Total $357.28 $89.32 252 63 $5,627.16 Nine Inch Sector Tiles Cost 4 Way Split '/4 Sector# Sq Mile Total Total $71.90 $17.98 68 17 $305.66 Licensee Sub-Total $8,474.05 Data Preparation Hourly Labor Rate Est. Hours Total Service Area Delineation $82.85 1 $82.85 Data Preparation $94.91 2 $189.82 Est.Labor Sub-Total $272.67 Media Cost $00.00 Est.Grand Total $8,746.72 Page 10 of 11 City of Spokane Valley Service Area Request Map- Pictometry 2016 Flight 0 �e a sP°� (206) v Qa Pd Farwell Rd Hastings `L Ot �. Hawthorne Rd Pat' °' v Fcc. d m = Lincoln Rd a 9 Y v » u c .® Francis-Ave 4 or" a N N Rowan Ave Wellesley Ave CO Wellesley Ave c cc u7.m UPir. Or o 01 Wellesley Ave Upriver pr Ove' _ Spokane J Empire Ave ,jr Valley Euclid Ave Frederick Ave ri a ' r,......../Cro Pie Iz _ d 95 d " uPr/� I 9 J`tet • Indiana y n " Elbert I �e 3 ‘t. error /J Mission Ave y Z Mission 1Ave m z �e Lake o d = x ' °' Ti u z Broadway Ave m a a \eh ' P ao » o o ' 3 °` 3 PPP ' Sprague Ave co Main Ave *e r j Applewavelvd o m (o N Y A �z 4th Ave <� M 4th Av 8th Ave `O 9th Ave _ .. 4a '; r w o �' 16th Ave os. '� lath Ave 16th Ln p1 £ N v+ Q, 17th Ave,.......-.�' ss N z v � � c � ^' z � 32nd-Ave 32nd Ave c Sp0 aaa4 29th Ave [1/4.....Piva. __17, . n 31st Ave » 37th Ave 37th Ave „ '� ® 10 ,z " 27 a m �,tenro »J 0-37th Ave "t Q- /1951 Pictometry 2016 Flight Grid — Cities&Towns AccuPLUS(4 inch) Flight Plan Sectors _ Valley Watershed Extent Metro(4 inch) Spokane Valley Tiles Rural(9 inch) Page 11 of 11 No. 16 - 03 87 BEFORE THE BOARD OF COUNTY COMMISSIONERS OF SPOKANE COUNTY,WASHINGTON IN RE THE EXECUTION OF A COST SHARING ) AGREEMENT BETWEEN SPOKANE COUNTY, CYTY OF ) RESOLUTION SPOKANE AND NISTA CORPORATION—PROJECT NO. ) P9850 ) WHEREAS, pursuant to the provisions of the Revised Code of Washington (RCW) Section 3632.120(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, the Board of County Commissioners, authorized the Information Technology Director and Purchasing Director to purchase aerial photography services software and support services over a six period,subject to availability of funds,for an$804,771.36,including sales tax;and WHEREAS, the Information Technology Department Director, Becky Gehret, has recommended that the County enter into the attached Cost Sharing Agreement between Spokane County, City of Spokane and Avista Corporation,whereby the parties to the agreement will,for a six year period running the duration of the contract with Pictometry International Corporation, cost-share the Spokane County Pictometry Aerial Photography Services and associated software and support services under the terms and conditions set forth in the Agreement NOW, THEREFORE, BE IT RESOLVED that (1) the County enter into the attached Cost Sharing Agreement between Spokane County, City of Spokane and Avista Corporation, whereby the parties to the Agreement will, for a six-year period running the duration of the contract with Pictometry International Corporation, cost-share Spokane County Pictometry Aerial Photography Service and associated software and support services under the terms and conditions set forth in the Agreement;and(2)the board's Chair or a majority of the Board,acting on behalf of the County,is hereby authorized to execute said Agreement,es well as any amendments thereto,at other than an open public meeting PASSED AND ADOPTED this 11 fst day of MOLij ,2016. '"` BOARD OF COUNTY COMMISSIONERS OF O ►'�,` SPOKANE COUNTY,W°SHINGTON ai •e 606 Ifo; illoAdi • �\ CHAIR 4iti 4r 4110/ ATTEST: 4 AL FRENC , E-CHAIR t .0141.4 ri Irma Vasquez A CLA ' ,COMMISSIONER Clerk of the Board RESOLUTION—PROJECT P9850 PAGE I OF I 16 - 0387 +`I• Agenda Sheet for City Council Meeting of: Date Rec'd 5/2/2016 -r-TT 05/16/2016 � ' Clerk's File # OPR 2016-0397 11�+t Renews d Submitting Dept INFORMATION TECHNOLOGY , Cross Ref ft • contact Name/Phone MICHAEL 625-6468 Protect ft Contact E-Mail MSLOON@SPOKANECITY.ORG Bid (# Agenda item Type Contract Item Requisition S efe., 16$73 00p Agenda Item Name 5300 AVISTA&COUNTY PICTOMETRY(2016) Agenda Wording Six(6)year Agreement between Spokane County,City of Spokane&Avista Corp.for the provision of Pictometry Image Library svcs,software and support.The City of Spokane&Avista have partnered with Spokane County for cost sharing of pictometry svcs. Summary (Background) This agreement Includes Pictometric Licenses Images,Community images, Neighborhood Images, Image Sector,Geographic Metadata, Electronic Field Study, Pictometry Licenses Software, Image Warehouse, Digital Elevation Model and Licenses Documentation.The City of Spokane IT Department has agreed to provide funding for a portion of the costs. Fiscal impact Budget Account Expense $ 42,139.00 # 5300-41630-18850-54820 Expense $ macp,00 it 1630-35210-28200-54820 Select $ # Select $ d Approvals = Council Notifleations Dept Head . SLOON, MICHAEL Study Session Fin Com, May 2, 2016 Division Director FINCH, ERIC Other Finance KECK, KATHLEEN _Distribution List �euai , WHALEY, HUNT Accounting-kkeck@spokanecity.org For the Mayor SANDERS,THERESA . Contract Accounting-jsalstrom@spokanecity.org _Additional Approvals Legal-hwhaley@spokanecity.org Purchasing Purchasing-cwahl@spokanecity.org • ;_IT•itadmin@spokancity.org • Taxes&Licenses • , APPROVED$Y SPOKANE CITY COUNCIL: S7/4 7 ,A Lt)&i.., II a. CITY CO' AGREEMENT AMONG SPOKANE COUNTY,CITY OF SPOKANE AND AVISTA UTILITIES FOR IMAGERY COST SHNQ AND OTHER MATTERS RELATED THERETO THIS AGREEMENT, made and entered into by and among SPOKANE COUNTY, a political subdivision of the State of Washington,hereinafter referred to as the"COUNTY,"the CITY OF SPOKANE, a municipal corporation of the State of Washington, hereinafter referred to as the "CITY" and AVISTA CORPORATION, dba AVISTA UTILITIES, a Washington corporation, hereinafter referred to as"AVISTA",and collectively referred to as the PARTIES. NOW THEREFORE for and in consideration of the mutual promises set forth hereinafter the PARTIES do hereby mutually agree as follows: SECTION 1:RECITALS AND FINDINGS (a) The Board of County Commissioners of Spokane County,Washington has the care of County property and the management of county funds and business under RCW 36.32.120(6). (b) Counties and cities may contract with each other to perform certain functions which each may legally perform under chapter 39.34 RCW(Interlocal Cooperation Act). (c) The County has negotiated a contract with Pictometry International Corporation,25 Methodist Hill Drive,Rochester,NY 14623 for the purchase of aerial photography services, software and support. The PARTIES desire to reduce to writing their respective financial obligations regarding this purchase of aerial photography services,software and support. SECTION 2: DEFINITIONS (a) Agreement:"Agreement"means this Agreement between the CITY,COUNTY and AVISTA regarding the financial obligations associated with the purchase and use of aerial photography services,software and support. (b) City: "CITY"means the City of Spokane. (c) County:"COUNTY"means Spokane County. (d) Avista: "AVISTA"means Avista Corporation,dba Avista Utilities. (e) Cost-Share Participants: "Cost-Share Participants"means AVISTA,the CITY and the COUNTY, individually sometimes referred to as "Cost-Share Participant" or "Participant". (f) Fourth Party Participants: "Fourth Party Participants"means those participants who are eligible to purchase imagery from the COUNTY by signing a SPOKANE COUNTY IMAGERY LICENSE AGREEMENT,a copy of which is attached hereto as Exhibit B,and incorporated herein by this reference. Page 1of18 Avista R-40957 (g) Spokane County Pictometry Contract; "Spokane County Pictometry Contract" means the 2016 — 2021 contract executed under Spokane County Resolution 16- , a copy of which is attached hereto as Exhibit A and incorporated herein by this reference. SECTION 3: TERM/TERMINATION The term of this Agreement shall coincide with the term of the Spokane County Pictometry Contract.In the event the Spokane County Pictometry Contract is terminated,this Agreement shall also terminate. This Agreement may be terminated by any Cost-Share Participant without cause subject to the follow conditions: 1. The terminating Cost-Share Participant shall give written notice of termination to the other Cost-Share Participants at least ninety (90) days prior to start of each Pictometry Imagery Capture Flight. The COUNTY shall in writing advise all other Cost-Share Participants of the actual start dates of the three(3)Pictometry Imagery Capture Flights which shall become a part of the Agreement and be denominated as Exhibit E. In no case, shall such termination occur less than ninety (90) days prior to the end of each calendar year during the term of the Agreement. 2. The terminating Cost-Share Participant shall pay for full flight costs for all deliverables received through the termination date. 3. The terminating Cost-Share Participant shall be liable for all multi-year payments itemized in Section 6-E and all discounts the terminating Cost-Share Participant received through the date of termination as detailed in Section 6-B and in Exhibit D. 4. The terminating Cost-Share Participant shall forfeit all revenues from Fourth Party purchases in Section 6-F subsequent to the date of its termination. The PARTIES understand that annual revenues from Fourth Party Participants are credited back to each Cost-Share Participant in the following annual billing cycle. As such,a terminating Cost-Share Participant will forfeit any Fourth Party revenues earned but not credited back to Cost-Share Participants prior to the date of termination as well as any future Fourth Party revenues. 5.The terminating Cost-Share Participant shall have thirty(30)calendar days from its receipt of a final billing to pay the COUNTY.The COUNTY,at its sole option, may charge interest on late payments based in an amount no to exceed 1.5%. 6.The terminating Cost-Share Participant agrees that the terms and conditions set forth in Section 5-B, 5-C, 5-D and 5-E shall survive its termination of the Agreement and the terminating Cost-Share Participant shall be held accountable in perpetuity to said terms and conditions. Page 2 of IS Avista R-40957 Upon termination by a Cost-Share Participant as provided for above,the following conditions shall apply to the remaining Cost-Share Participants: 1. Public access for future flights under this Agreement shall only occur by mutual Agreement among the remaining Cost-Share Participants. 2. The remaining Cost-Share Participants shall evenly share the costs identified in Section 6-A and itemized in Section 6-E for all remaining flights under this Agreement. SECTION 4:PRODUCTS Products and software consist of(3eoregistered digital oblique & orthogonal images and certain associated Pictometry software as follows: A. Spokane County Licensed Pictometry Products include: 1.4"High Resolution Orthophotography&Four-way(N, S,B,W)obliques, 2.9"High Resolution Orthophotography&Four-way(N,S,E, W)obliques, 3.All other resolution Orthophotography and Area Wide Mosai,and 4. Pictometry Software: Electronic Field Study&Pictometry ArcOIS Desktop Plugin. B. The following Pictometry Products are NOT included: 1. "Pictometry Self Hosting"Software provided on a one-time fee basis purchased directly from Pictometry by each member wishing to use it, 2."Pictometry Connect"a Web Hosting Software that is purchased annually directly from Pictometry,and 3. "Pictometry for ESRI Web AppBuilder" Software provided on a one-time fee basis purchased directly from Pictometry by each member wishing to use it. C. Spokane County Pictometry Sector Resolution Areas are depicted in Exhibit C,attached hereto and incorporated by this reference. $ECTIQN S: IMAGERY COST-SHARE PARTICIPATION REQUIREMENTS Cost-Share Participants must adhere to the following requirements: A. Except as provided in SECTION 3,each Cost-Share Participant shall commit to participate in the cost-share for a period of six years(2016-2021)for three Pictometry Imagery Capture Flights which will occur in the years 2016,20181 and 2020. Page 3©t 13 Avlsta R-40957 B. Each Cost-Share Participant shall maintain the Spokane CountyfPictometry copyrighted data as a proprietary data, as set forth in the terms of the Pictometry data license agreement with Spokane County. C.The Spokane County Pictometry Data license agreement entitles the Cost-Share Participants to utilize Pictometry licensed data sets in perpetuity,unless terms of the data license agreement are violated.Should a violation of the terms of the data license agreement occur,and is not adequately resolved with COUNTY, the violator's rights to the specific data sets associated with violation will be terminated.The violator shall return all data associated with the violation to COUNTY and shall delete the digital data from all machines on which it may reside. D.Cost-Share Participants must abide by the licensing restrictions detailed in the Spokane County Pictometry Contract. E.Each Cost-Share Participant shall abide by the Fairchild Air Force Base Restrictions as set forth in the terms of the Spokane County Pictometry Contract. F. The terms and conditions set forth above in Sections 5-B, 5-C, 5-D and 5-E shall survive the termination of this Agreement.All Cost-Share Participants shall be held accountable in perpetuity to said terms and conditions. SECTION 6: COST-SNARE METHODOLOGY A. The costs for the three Pictometry flights(2016,2018,and 2020)are as follows: First Flight(2016): $235,851.48 Second Flight(2018): $249,384.28 Third Flight(2020): $262.917.08 6-Year Pictometry Contract Total: $748,152.84 B. Itemization of six-year contract discounts for the three Pictametry Flights(2016,2018, and 2020)are as follows: Flight Annual Discount 3-Partner Discount 2-Partner Discount First Flight(2016): $27,900.76 $9,300.25 $13,950.38 First Flight(2017): $27,900.76 $9.300.25 $13,950.38 First Flight Totals: $55,801.52 $18,600.50 $27,900.76 Second Flight(2018): $21,134.36 $7,044.79 $10,567.18 Second Flight(2019): $21334.34 $7.044,79 $10.567,18 Second Flight Totals: $42,268.72 $14,089.58 $21,134.36 Third Flight(2020): $14,367.96 $4,789.32 $7,183.98 Third Flight(2021)x. $14.367.96 $4389.32 $7.183.98 Third Flight Totals: $28,735.92 $9,578.64 $14,367.96 Page 4 of 18 Avlsta R-40957 6-Year Pictometry Discount Totals $126,806.16 $42,268.72 $63,403.08 C. The costs for the supplementary product,AccuPlus-Upgrade,for the three Pictometry flights(2016,2018,and 2020)are as follows: First Flight(AccuPlus-Upgrade)(2016): $21,514.44 Second Flight(AccuPlus-Upgrade)(2018): $18,872.84 Third Flight(AccuPlus-Upgrade)(2020): $16.231.24 6-Year(AccuPlus-Upgrade)Contract Total: $56,618.52 D. The COUNTY is obligated to annually pay Pictometry the following amounts which are detailed for each year as follows: Shared Costs Due at Contract Signing $32,347.86 2016 Shared Costs(1st Flight) $85,577.88 Supplementary Product Requests City of Spokane Only(AccuPlus) $10.757.22 2016 Total Cost(1st Flight) $128,682.96 2017 Shared Costs(1st Flight) $117,925.74 Supplementary Product Requests City of Spokane Only(AccuPlus) $10.757.22 2017 Total Cost(11t FIight) $128,682.96 2018 Shared Costs(2nd Flight) $124,692.14 Supplementary Product Requests City of Spokane Only(AccuPlus) $9.436.42 2018 Total Cost(2°d Flight) $134,128.56 2019 Shared Costs(2nd Flight) $124,692.14 Supplementary Product Requests City of Spokane Only(AccuPlus) 12,436,42 2019 Total Cost(2"d Flight) $134,128.56 2020 Shared Costs(3rd Flight) $131,458.54 Supplementary Product Requests City of Spokane Only(AccuPlus) $8.115.62 2020 Total Cost(3rd Flight) $139,574.16 2021 Shared Costs(3rd Flight) $131,458.54 Supplementary Product Requests City of Spokane Only(AccuPlus) $8.115.12 2021 Total Cost(3rd Flight) $139,574.16 Page 5 of 18 Avita R-40957 D. Any additional services requests for any of the three flights (2016, 2018, and 2020) over and above the itemized charges detailed in Section 5-A and in Section 5-C above shall be billed separately. E. The Cost-Share Participants shall evenly share all flight costs detailed in Section 5-A depending on the total number of Cost-Share Participants. If there are three Cost-Share Participants each shall pay 1/3 and if there are two Cost-Share Participants each shall pay 1/2 as itemized below. In addition,the CITY will pay for the AccuPlus Upgrade costs. COUNTY will charge a fixed Annual service fee of$2,500.00 for Pictometry Contract Management to CITY and AVISTA. All costs are detailed below for the next six(6)years: Three Party 2016-2021 Cost Share Participant Annual Itemized Costs: 2016(14 Flight) Contract Signing Spokane County Cost Share $10,782.62 2016 Spokane County Cost Share $28.525.96 Total 2016 Spokane County Costs $39,308.58 Contract Signing Avista Cost Share $10,782.62 2016 Avista Cost Share $28,525.96 2016 Spokane County Annual Service Fee $2.500.00 Total 2016 Avista Costs $41,808.58 Contract Signing City of Spokane Cost Share $10,782.62 2016 City of Spokane Cost Share $28,525.96 2016 City of Spokane-AccuPlus Upgrade $10,757.22 2016 Spokane County Annual Service Fee $2.500.00 Total 2016 City of Spokane Costs $52,565.80 2017(i'c Flight) 2017 Spokane County Cost Share $39,308.58 Avista Cost Share $39,308.58 2017 Spokane County Annual Service Fee 12,500.00 Total 2017 Avista Costs $41,808.58 2017 City of Spokane Cost Share $39,308.58 2017 City of Spokane-AccuPlus Upgrade $10,757.22 2017 Spokane County Annual Service Fee 12,500.00 Total 2017 City of Spokane Costs $52,565.80 Page 6 of 18 Avista R-40957 2018(2nd Flight) 2018 Spokane County Cost Share $41,564.05 ►vista!Cost Share $41,564.05 2018 Spokane County Annual Service Fee $2300.00 Total 2018 Avista Costs $44,064.05 2018 City of Spokane Cost Share $41,564.05 2018 City of Spokane-AccuPlus Upgrade $9,436.42 2018 Spokane County Annual Service Fee $2.500.00 Total 2018 City of Spokane Costs $53,500.47 2019(2nd Flight) 2019 Spokane County Cost Share $41,564.05 Avista Cost Share $41,564.05 2019 Spokane County Annual Service Fee $2.500.00 Total 2019 Avista Costs $44,064.05 2019 City of Spokane Cost Share $41,564.05 2019 City of Spokane-AccuPlus Upgrade $9,436.42 2019 Spokane County Annual Service Fee 2.500.( Total 2019 City of Spokane Costs $53,500.47 2020(3°d Flight) 2020 Spokane County Cost Share $43,819.51 Avista Cost Share $43,819.51 2020 Spokane County Annual Service Fee $2300.00 Total 2020 Avista Costs $46,319.51 2020 City of Spokane Cost Share $43,819.51 2020 City of Spokane-AccuPlus Upgrade $8,115.62 2020 Spokane County Annual Service Fee $2500.00 Total 2020 City of Spokane Costs $54,435.13 2021 (3rd Flight) 2021 Spokane County Cost Share $43,819.51 Avista Cost Share $43,81951 2021 Spokane County Annual Service Fee $2.500.00 Total 2021 Avista Costs $46,319.51 2021 City of Spokane Cost Share $43,819.51 2021 City of Spokes-AccuPlus Upgrade $8,115.62 2021 Spokane County Annual Service Fee a500.0Q Total 2021 City of Spokane Costs $54,435.13 Purge 7 of 18 Aver R-40957 Two Party 2016-2021 Cost Share Participant Annual Itemized Costs: 2016(1't Flight) Contract Signing Spokane County Cost Share $16,173.93 2016 Spokane County Cost Share $42388.94 Total 2016 Spokane County Costs $58,962.87 Contract Signing Second Party Cost Share $16,173.93 2016 Second Party Cost Share $42,788.94 2016 Spokane County Annual Service Fee $2,500.00 Total 2016 Second Party Costs(No AccuPlus) $61,462.87 (Additional costs for 2"e Party with AccuPlus) 2016 Second Party-AccuPlus Upgrade $10,757.22 Total 2016 2"d Party with AccuPlus Upgrade $72,220.09 2017(lit Flight) 2017 Spokane County Cost Share $58,962.87 Second Party Cost Share $58,962.87 2017 Spokane County Annual Service Fee $2.500,00 Total 2017 Second Party Costs $61,462.87 2017 Second Party-AccuPlus Upgrade $10,757.22 Total 2016 Second Party Costs (With AccuPlus Upgrade) $72,220.09 2018(2nd Flight) 2018 Spokane County Cost Share $62,346.07 Second Party Cost Share $62,346.07 2018 Spokane County Annual Service Fee $2,500.00 Total 2018 Second Party Costs $64,846.07 2018 Second Party-AccuPlus Upgrade $9,436.42 Total 2018 Second Party Costs (With AccuPlus Upgrade) $74,282.49 2019(2nd Flight) 2019 Spokane County Cost Share $62,346.07 Second Party Cost Share $62,346.07 2019 Spokane County Annual Service Fee $2.500.00 Total 2019 Avista Costs $64,846.07 Page 8 of 13 Avista R-40957 2019 Second Party-AccuPlus Upgrade $9,436.42 Total 2019 Second Party Costs (With AccuPlus Upgrade) $74,282.49 2020(3'a Flight) 2020 Spokane County Cost Share $65,729.27 Second Party Cost Share $ 65,729.27 2020 Spokane County Annual Service Fee $2.500.00 Total 2020 Second Party Costs $68,229.27 2020 Second Party-AccuPlus Upgrade $8,115.62 Total 2020 Second Party Costs (With AccuPlus Upgrade) $76,344.89 2021 (3rd Flight) 2021 Spokane County Cost Share $65,729.27 Second Party Cost Share $ 65,729.27 2021 Spokane County Annual Service Fee $2.500.00 Total 2021 Second Party Costs $68,229.27 2021 Second Party-AccuPius Upgrade $8,115.62 Total 2021 Second Party Costs (With AccuPlus Upgrade) $76,344.89 F. All annual revenues from Fourth Party Participants image purchases will be shared equally by the Cost-Share Participants and credited back to each Cost-Share Participant in the following annual billing cycle. No credits will be given to the Fourth Party Participants outside this Agreement. Prior to the termination of the Agreement, all remaining creditsffunds will be distributed to the Cost-Share Participant. G.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 appro timatte'ly 1 square mile sectors that covers the full extent of Spokane County. H.Project Area Sectors can be of two resolution types: 4 inch,or 9 inch. I.Sector resolution type can vary by given project flight year. Page 9 or 1 Aviata R-40957 J.Sector resolution upgrades(e.g. from 9 inch resolution to 4 inch resolution)may occur. Funding for said upgrades may occur by negotiation among the Cost-Share Participants. Alternatively,a Cost-Share Participant may elect to pay the additional upgrade cost for the life of the Agreement. K.Cost-Share Participants are billed according to the following schedule: Calendar Year 2016 Within 30 days after Agreement signing: Cost-Share Participants share of "Shared Costs due at Contract Signing" Within 30 days after lac flight imagery delivery: Cost-Share Participants remaining Annual 2016 Itemized Costs Calendar Years 2017-2021 Annually on or before the 10Th of January Cost—Share Participants Annual Itemized Costs for each year. To the following addressed: AVISTA: Mn:John Z. Gibson,P.E. Manager Distribution System Operations PO Box 3727 1411 E Mission MCS-18 Spokane,WA 99202 CITY: Mayor or his/her authorized designee City of Spokane Seventh Floor,City Hall 808 West Spokane Falls Boulevard Spokane,Washington 99201 Cost-Share Participants shall have thirty(30)calendar days from its receipt of any billing to pay the COUNTY. The COUNTY, at its sole option, may charge interest on late payments based in an amount no to exceed 1.5%. SECTION 7: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. Page lA OM Mists R-42957 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 tri 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. 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. H. Counterparts. This Agreement may be executed in any number of count,each of which,when so executed and delivered,shall be an original,but such counterparts shall together constitute but one and the same. I. Dispute Resolution. Any dispute among or between the PARTIES which cannot be resolved among or between the PARTIES shall be subject to arbitration. Such dispute shall first be reduced to writing. If the COUNTY CEO,CITY Administrator and/or AVISTA designee cannot resolve the dispute it will be submitted to arbitration. The provisions of chapter 7.04A RCW shall be applicable to any arbitration proceeding. The PARTIES subject to the dispute shall have the right to designate one person each to act as en arbitrator. The selected arbitrators shall then jointly select another arbitrator. The decision of the arbitration panel shall be binding on the PARTIES and shall be subject to judicial review as provided for In chapter 7.04A RCW.The costs of the atbitration panel shall be equally sprit among the PARTIES to the dispute. J. Headings. The section headings appearing in this Agreement have been inserted solely for the purpose of convenience and ready reference. In no way do they purport to,and shall not be deemed to define,limit or extend the scope or intent of the sections to which they pertain. K. Time of Essence of Agreement. Time is of the essence of this Agreement and in case any party fails to perform the obligations on its part to be performed at the time fixed for the performance of the respective obligation by the terms of this Agreement,the other party may,at its election,hold the other party liable for all costs and damages caused by such delay. L. Execution and Approval.The PARTIES warrant that the officers executing below have been duly authorized to act for and on behalf of the party for purposes of confirming this Agreement. M. No Third party Beneficiaries. Nothing in this Agreement is intended to give,,or shall give, whether directly or indirectly,any benefit or right,greater than that enjoyed by the general public,to third persons. Page 11 of 18 Avista R-40957 N. RCW 39.34 Required Cla'uSes applicable to COUNTY and CITY only: (1) PURPOSE: See Section 1 (c). l I RATION: See Section 2. ORGANIZATION OF SEPARATE ENTITY AND ITS POWERS: No new or separate legal or administrative entity is created to administer the provisions of this Agreement. 0) RESPONSIBILITIES OF THE PARTIES: See Agreement provisions. al AGREEMENT TO BE FILED: The City shall file this Agreement with its City Clerk. The County shall file this Agreement with its County Auditor or place it on its web site or other electronically retrievable public source. 1) FINANCING: Each Party shall be responsible for the financing of its contractual obligations under its normal budgetary process. al TERMINATION: See Section 3. !') PROPERTY UPON TERMINATION: Title to all personal property acquired by any party in the petfonnance of this Agreement shall remain with the acquiring party upon termination of the Agreement. (This space intentionally left blank.) Page 12of18 Avista R-40957 IN WITNESS WHEREOF,the PARTIES have caused this Agreement to be executed on the date and year set forth opposite their respective signature block,the date of the last signature being the effective date of the Agreement. DATED: 5 .11. Ito BOARD OF COUNTY COMMISSIONERS cow ,,, • SPO tO ' , ' C• WASHINGTON Aim 1ET 9,0sco•..`�o, el, / 0 \1,,i.D :$ 41A.% ii 6 4 A. Aoi . O'egg ,Chair � . a )ATTEST '+1, eE_AL.....; �� %` / � Clerk gf the Board .` coiI..- AL F' ` ice-Chairman Vt4/11/1/./kr i Il 01 b inns Vasquez N: y CLAI e , `,Commissioner 96 - 0387 DATED: 5—t-7-14 CITY OF SPOKANE By: ' asw:✓&. C. . Attest: Title: m 1i-YoIt. (.4.1._ , City Clerk Approved as-4 form: rfA4616) --- Assi-' s . ,omey . AVISTA CORPORATION dba AVISTA UTILITIES WI) .__Ls..2= _________ Title: V f i C iien3y Det"nf) Page 13 of 18 Avian R-40957 Exhibit A Spokane County Pittometry Contract (To follow in attached pages) (This space intended to be blank.) Page 14 of 18 Avid*R-40957 Exhibit B: SPOKANE COUNTY IMAGERY LICENSE AGREEMENT (To follow in attached pages) (This space intended to be blank.) Page 15 of 18 Avista R-40957 Exhibit C Spokane Pictometry Tile Grid (Light green tiles are nine inch resolution,purple tiles are four inch resolution,and blue tiles are four inch AccuPlus resolution) CTC METRI("1 t '� x t :: .,.,:• r�, i AN IAGLCV.IEW COMPANY ,.jn < :',/',..: } , r•.,.sr'.:...;'' 'c`°373.•ti zi- ...•,:..•.•1.;.,;,.N; ..,:[;4I•,1;•,'' t 4 '.'..::.....47.7..7".7,•,.(A1..;..'.; r ..4 C J.r4,`•:.W .. 1, '. ,'tir-.• Ot -tea- 1. ,..i.,;•:.,-y..i.•A. :.:.•:.... ....74;:..;4-:!----:•..;!,I-, _.:...:.?•;•::r...,!'-'.'-f.i's.':..,._,:ill.,:.•,;..,-..64:5., •.:::,..„.\::„..4.,.: _ ...;,.,..,,,,... v7.?„,... . ,. ... ., , „s: "....„.....,..„..,..„...,... , . ,...„„.. t.:..,::.,i,...:,,........,,:.......,.„..,.: .. ...... ....u'. .-!_ ....t. .,..,...,,..„ vT'i� E t. .�w,.. ......,„...........„4„„_„,...:41,1 { • . ar ;iam. - 3_ .;; ',r` ,:c 'i - . '"'• /,..•••".34;: `' . " y 'ia :t.� . ,T.. 1 .w • .../.1. , 4'•ir .... 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'1.!•••'.:'.:ry. • It • :ti;:: 2.p '••iii .,r,�,' ,v7,:•••.i..i:::: t ,�} l..y � ? - "..i•- z..`aS ,u•i <w s - .; • `may, .,• +-F{,`••.•. .•••••:j•-:7,,'::!.. :'.4. �7r"'� . '.' 1 •-i ,,l •,ti. :•''.•J .rT ` , +`'4' :..•- P• •1 �,- : *Ward C5 fa• 41a&tan s, `r•`l4 '.t S.Y r , . .r .. . t:y, '3 .{•• IliadsidN5lia•tKNeYN 1 Page 16 of 18 Avian R-40957 Exhibit D Itemization of Pictometry Six Year Contract Discounts iendst.wd Pl a rastry Saw ow•r.etnimn.rs if&a.2ms,1D17 r.wat.ac or�rs PIN ' Oloom5 IMAM* "dams,' ,aw.rT IS. AeewtP.r 515p POMP , mil owwgp °60o0,01.011 IMMO nM - aw.rrdome t"' tnwe�.� rert: " NO •IASi ybo w7 S * PS $ UM5 mew tameI ADM 5 aasaeae 5 .Talo ! sAexm s VP su1$1`Sw years 5 4$4,1 Psi $ MMis $ 59.18.45 8113.82513 f UAW $ UMW $ ?alias a 4125sa 1317 4144..5ipolompg $ Mss s>w $ UM $ 55,11m $1444535 f 4351.88 $ 40= $ l,�ee:I2 I s.aras IP 1146/4 kook w IMP S rue ea f us f soma' mesa f 7AMA f 47aam $ %MSS 1 1,Istsa .tissiwierueireclume , 5 *0. 5Wt $ Me 'a 47eaao UMW) $ IMO itussrn $ MU $ tomie ' au 4 mean $ Wan 8. » , PP I asooaa f aVIaaza 1 same Oft arrNow POO 4 WILD $ $1544442 $ WWI $ 37,1a17s, iOrtlbs2011 .. sue swerS..ywwr ! aaao us 8 Sae ! Mow laasaaaa sf saaato S 7.Mao,'/ amiss ! **3a. • , to 4int•54.gswtjry I assee as # setas $ sabaem $117,411.54 $ Susan 4 Oeea: $ salsa $ iiaari ` ' Ui amlu-evuVwrte I 455.54 fag I•WRM $ SUMO 'W45,544 f 1, i 5.700 $ 13551* 4 OPUS WOfan ee..gte $ o Sieg Y$ 13 $ IMMO .. Ames f 7.700 f yam $ *7 .03 $ LMaeo III sara�r►iat..eWP r$ ISM SIN ,., $ ®as $ cam OSSA $ o.moo $ 1.12102 $ amp,'$ 8/7* 745e 5 n.ssa55 3 Wu* $ "Wm MA $ 3,seu45 $ *35170 $ .a mtalictemotrammo488' f .mat $ iron 3 �� to8eee6ee.enw5wr $ am Pis $ t+.M $ MANX, ls1MMO $ MN $ 4ssiss f LAMA i IOW as 4loir•SweystrMry $ Maae 711 ' a.MIN $ flWuo *2.0.10 i 411180 1 'Lae* $ `!rile $ SAM m ases•srrtsioewy $ Mare $16 $ iini I salaam Sausimi I 5,811884 $ PAM, $ OUP $ OM •Snare Fakimiw We ��ra�err $ rtes Ser $ !us $ saAeDAro VAIN f WA= f Uwe it satin' ! mammas Dae kiermetetencesf mss egeg f spa $ oases tome f .s.iesoe f ISM 5 18880 f 157.05 $1' s sows f 1.7soss f•-mass ass 5 saavas $ 4701) S 7,81s ►MttlsMIowa Tsui $ xsaaei i *7M= $ PAW $ %PPS r '18,..8.....r«.4- : 'l7R.oR*(,. 6 mom is main li ash Page 17 of 18 Avista R-40957 Exhibit E Pictometry Six Year Contract Flight Dates Flight#1 July 1't,2016 Flight#2 April 1st,2018 Flight#3 April 1't,2020 Page 18 of 18 Avista R-40957 GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") AGREEMENT BETWEEN PICTOMETRY INTERNATIONAL CORP.(",Pietometrv")AND SPOKANE COUNTY,WA("Customer") 1. Pursuant to the GSA Federal Supply Schedule referenced above,the following order being placed is subject to the terms and conditions of the Schedule(if purchasing Open Market items some exceptions may apply). 2. This order form("Order Form"),in combination with the contract components listed below: Section A:Product Descriptions,Prices and Payment Terms Section B:License Terms(applicable to Open Market Items onlv): • • Delivered Content Terms and Conditions of Use • Online Services General Terms and Conditions • Software License Agreement Section C:Non-Standard Terms and Conditions(applicable to Open Market items only) Appendix 1:Photogrammetric Product Specifications (all of which,collectively,constitute this"Agreement")set forth the entire understanding between Pictometry and Customer with respect to the subject matter hereof and supersedes all prior representations,agreements and arrangements,whether oral or written,relating to the subject matter hereof. Any modifications to this Agreement must be made in writing and be signed by duly authorized officers of each party. Any purchase order or similar document issued by Customer in connection with this Agreement is Issued solely for Customer's internal administrative purposes and the terms and conditions set forth on any such purchase order shall be of no force or effect as between the parties. 3. In the event of any conflict among any contract components comprising this Agreement,order of precedence for resolving such conflict shall be,from highest(i.e.,supersedes all others)to lowest(i.e.,subordinate to all others): Non-Standard Terms and Conditions;Photogrammetric Product Specifications; Product Descriptions,Prices and Payment Terms;License Terms(if applicable)in order as listed above under the heading'Section B:License Terms';and Order Form. 4. All notices under this Agreement shall be in writing and shall be sent to the following respective addresses: CUSTOMER NOTICE ADDRESS J ICTOMETRY NOTICE ADDRESS - 1116 W.Broadway 25 Methodist Hill Drive _ Spokane,Washington 99260 _ Rochester,NY 14623 Attn: Becky Oebret,ISD-Programming,Services Manager Attn: Contract Administration Phone:.(509)477-4244 Fax: Phone: (585)426-0093 Fax: (525)426-0098 Either party may change their respective notice address by giving written notice of such change to the other party at the other party's then-current notice address. Notices shall be given by any of the following methods:personal delivery;reputable express courier providing written receipt;or postage-paid certified or regi GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") 8. The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind. 9. 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. Pictometry shall not be responsible for any failure on Its part 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,weather,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 performance for a period of time reasonably related to the time and nature of the cause of the delay. • 11. In consideration of;and subject to,payment by Customer of the Fees specified in Section A of this Agreement,Pictometry agrees to provide Customer with access to and use of the products specified in Section A of this Agreement,subject to the terms and conditions set forth in this Agreement. Customer hereby agrees to pay the Fees specified in Section A of this Agreement in accordance with the stated payment terms and accepts and agrees to abide by the terms of this Agreement. This Agreement shall become effective upon execution by duly authorized officers of Customer and Pictometry and receipt by Pictometry of such fully executed document,such date of receipt by Pictometry being the"Effective Date." PARTIES: CUSTOMER PICTOMETRY SPOKANE COUNTY,WA PICTOMETRY INTERNATIONAL CORP. (entity tYPe) a Delaware corporation SIGMA SIGNATURE: ii • NAME: !? J P . / t.�h v Ytl_. NAME: TITLE: v , . .4 a TITLE: DATE: V . +t , EXECUTION DATE: DATE OP RECEIPT(EFFECTIVE DATE) • Pee 2 et 20 Spokane County,WA—C181508 20160420 CMT-00065-20150928 • • GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") SECTION A PRODUCT DESCRIPTIONS,PRICES AND PAYMENT TERMS Pictometry International Corp. ORDER# 25 Methodist Hill Drive C181508 Rochester,NY 14623 HILL TO SHIP TO Spokane County,WA Spokane County,WA Becky Gehret Becky Gehret ISD-Programming Services Manager ISD-Programming Services Manager 1116 W.Broadway 1 116 W.Broadway , Spokane,Washington 99260 Spokane,Washington 99260 (509)477-4244 (509)477-4244 bgehret@spokanecounty.org bgehret@spokanecounty.org CUSTOMER ID SALES REP FREQUENCY OF PROJECT M 18391 pcani Biennial I US GSA CONTRACT# 135F-0801N FIRST PROJECT QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT AMOUNT' PRICE(%) 1480 , -IMAGERY-9in,5-way, Product includes 9-inch GSD color balanced oblique bane \ $80.00 $66.40 $98,272.00 OCs(CS)Per Sector (4-Way),9-Inch OSD orthogonal frame images,I- meter GSD Ortho mosaic sector tiles and one area-wide 1- (17%) mfr OSD mosaic(ECW format).Orthogonal GSD:0.75 fen/pixel;Nominal Oblique GSD(all values+1-10%): Front bine:0.74 fret/pbcel,Middle Liner 0.85 feet/pixel, Back Liam 1.00 Bet/pixel. 239 IMAGERY-4in,5-way, Product includes 4-inch OSI)color balanced oblique Same $416.00 $345.28 $82,521.92 OCs(N5)Per Sector images(4-way),4-inch OSD orthogonal frame Images,1. meter OSD ortho Morale sector tilos and one arca-wide 1- (17%) meta GSD mosaic(ECW I rmat).Orthogonal GSD:0.32 feetipixd;Nominal Oblique GM(all values 44-10%) Front Lina 0.33 feetfpbcd,Middle Lina 0.36 d:et/pbcel, Bade Line:0.44 feet/pixel. 127 IMAGERY-4in,5-way, Product inchuloa 4-1 nclh OSD color balanced oblique flame $416.00 $345.28 $43,850.56 OCR(N5)Per Sector Wages(4-way),4-inch OSD orthogonal dame mages,l- meter OSD onho mosaic sector tiles and one area-wide 1- (173' meter GSD mosaic(ECW Retest).Orthogonal GSD:0.32 feetJpixel;Nominal Oblique OSD(all vaha'a M-10%): Front Line:0.33 feet/ptxel,Middle Lina 0.36 feet/pixel, Bade Lina 0.44 hat/pixel. 127 AccuPLUS 4in-UPGRADE- Available with corresponding 4"Imagery Purchase. $149.72 $19,014.44 CUSTOMER DIM* Upgrade of existing lame capture to AecuPlus. Product Includes:4-inch OSD AccuPlus order mosaic tiles (GeOTIFF lbrmat),4-Inch OSD area-wide ortho mosaic (ECW format).Orthogonal OSD:0.32 feet/pixel;Ortho- mosaic accuracy:MS d.RMSE(X or Y);2.81 ft NSSDA 95%;moats or exceeds NMAS&ASPRS Claw 2 at 1'100'.Pricing discounted to reflect use of customer- provided DTM toorem-rectitication(subject to Pictometry testing�vali h).Refer to attached terms and conditions. 1480 latera-Standard(9in GSD; Available with oareapomditg 9"OSD imagery puree. ' $10.00 $5.60 $7,400.00 JPG format)Per Sector* 9-inch OSD Mosaic Tiles in IPG Format. Tiles are provided°las is.` Refer to Product Parameters for (50%) additional details. r 1 AccuPLUS Project Fee- AccuPLUS project fee Por projects with customs-supplied $2X00.00 $2,500.00 CUSTOMER LIDAR* DTM 239 Tiles-Standard(4in GSD; Available witting 3"GSD or 4"GSD imagery $20.00 $10.00 $2,390.00 JPO ft,rmat)Per Sector' purchase. 4 0SD Mosaic Tiles in JPO Format: Tiles are provided"ca is.*Refer to Product Parameters ibr (50%) i additional details.. Page 3 of 20 Spokane County,WA—C1111508 20160420 QST-00065-2015092E GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") 1480 Mosaic-Arca Wit!(gin Available with purchase of the product. $0.50 $740.00 GSD; Asian) forertat, Naw processing or ft-processing of MrSlD arca-wide combined)Per Sector* cremates of 9-iradtOSD(matey. Tiles am provided°a 9s." Rehr to Product Paratnetrs for additional details. , 239 ,Mosaic-Area WIde(4in Available with purchase of ewes oading We product. $2.00 $478.00 OSD;'IM'SID lomat. New processing or re-processing of Mr=ID area-wide mosaics of 44aele(TSD Trioses 'he ,combined)per Sectors is." Reba to Ptodacl Paranoias fa additional details 11 l Media Drive Capacity 9310- External USO 2.0 i eSATA Externally Powered.Delivery 5199.E $199.00 Drive Model IT - media prices indaie copying a complete itnags library EXTPOWER* onto media.Sdbwarilhousingl sold separately. , y it ,AacuPhna Imagery Bundle Includes digital copy oldie Licensed Documentation for 60.00 $0.00 4 with Two(2)Years of EPS the License Softirare,two(2)End User Training Sessions, f Maintenance A Support* one(1)Advanced Use Technical itata one(1) Administrates l IT'DAM;Simon,ten(10)hours of telephone support,one copy of Pictomerry Electronic Field Study(EFS)e oftwaaG latest version,on die storage media epecilletThereih,and access to download updated versions of the EFS Mused Software for a period of two years nom the initial este of shipment of the EFS software,along with a copy of the updated documenaton. 1 _ 'Electronic Field Study(EFS) One copy of Ele atonic Field Study software,latest version. 5000 0.00 ( Oblique Imagery Bundle with Inch:des digital copy of the Licensed Documentation for S0.00 50.00 i ,Two(2)Years of EFS the License Software,two(2)End User Training Sessions, Maintenance&Support one(1)Adwrxedther Teclrhical Trakuhtg,one(1) Administration 1 IT Training Session,ten(f0)hours of telephone poppers,one copy of Pictomctry Electronic rad Study(EFS)software,Meat version,on the storage media specified ken,andacceas to download updated versions of the EFS Licensed Software for a period of two years from the 0skM trate of ddprrsast ate EFS sof wae,along , with a copy of she to pdead decumenmtirm. _ ik 1 1Piksomettty fix ArcGIS Picionettry for AreGIS Desktop. ActiveX exteneke $0.00 $0.00 .Dea9ttop-Active Ili Extension =Wade with ArcMap versions 9.3xx and 10. t-Government (Seat) i 1 7,RapidAccess-Disaster Rs pldAccess•Disaster Response Program igen emergency $0.00 $0.00 i ,Response Program lemons program olferfag flightsatits an emergency or neater. leer to the attached de mild description of the ' Dimmer Response >I Ptctonsy Connect-Early ry ConneccEarly provides aut+ariz $10;(f00.00 $0.00 r $0.00 Access*wWM the Sym login and access y captured as part of a specificProject immediately following (100%) , preliminary Nowatihg end quality control checks and prior [ to Casal processing of the Imagery 8amt the Ptgject. trnagery be posted to Mammary Connect-Early Ames �Rly as captured and proemssd,typically within two weeks followicgl capture,and will remain available until final,fully processed Imagery for the entire . ,Project I.made availble through other access means. This , offering requires purchase of freeway Project and an active , Pictontatry Connect Account. . i SUBTOTAL-FIRST PROJECT $257,365.92 SECOND PROJECT QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE 1 DISCOUNT , AMOUNT' PRIG(%) 1480 IMAGERY-9in,6-way, Product hacheles 9-inch OSD color balanced oblique frame $20.00 • $70.40 $104,192.00 Cal(CS)Per Sector ' images(,,way).9-I ncl OSD orthogonal flame imago;1- meter GSD erne moah'b sector tiles and one ares-WIde 1- .(12%) ' meter GSD atomic(ECW feentat).Orthogonal GSD:0.75 fecU txe1;N mque laatObliGSD Call values 44--10%): ' Pont Linin 0.14 taettjtxaf,MMIIo Ursa:0.85 feet/elf*, Bich Lina 1.00 Psetipbtal. t 239 IMAGERY--dirt,5.wayr, Product Melthdce 4-inch 68D color balanced oblique harm $416.00 S366.08 $27,493.12 1 , 0C33 Per Sector (may),4-Inch OSD orthogonal frame images,l- e meets GSD orthoet osaic sector dies aldose area-wide 1- (12%) meter GSD mask(ECW brutal Orthogonal GSM 0.32 e trattf9ixe4 Mantel Obligee OSD(III vatting+f-tON: i Front Liam 0.331bet pie&Middle Line:0.36 hattpIxd, , • i -Bad time: ditettsts& _ ' ' Page 4 a!20 Spehme County,WA-0,181 SOB 20160420 CMT400065 20130928 GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") I 127 IMAGERY-Ain,5-way, Panted Melina 4-lochs OSD color dalaoced oblique thaw $416.00 $366.08 $46,492.16 OCB(N5)Per Sector Images(4-way),4-inci1 OSD orthogonal frame Mages,I- , mer GSD onto mosaic seek"thea and we arcs-wtd a i- (127L) meter OSD mosaic(ECW mat).Orthogoea l GSD:0.31 j kettptok Nominal Oblique GSD(all value 4M0%)e Front Line:0.33 feet/pixel,Middle Una 0.36 feet/pixel, Strict line 0.44 feet/abet 127 AMcCu,, ME P�LyU�S.,.4in-UPGRADE- Available with conrapowling 4"Imagery Purchase. ' $128.921 $16,372.84 ' CtJS I R DIM* Unlade of existing image capture to AceuPlus. Product dnohras:4dech OSD AceuPhu aibofsosaic tiles ' (AaoTWF format),4-facts 031)ares-wide awtho atomic (ECW fermi).Orthogonal OSD:0.32 il+etipizd;Ortho- ' moselu sccurscy:4.15 ft.RMSE(X or V);2.81 0 NSSDA s 95%;meets or excaads LAMAS A ASPRS Haas 2 as 11 • 1%40'.hiking discounted to Whitt use of customer- ITlltf to support Ortho-rectiIlcffiton(subject to sesttae and vaitdatton).4 cfbr to attached terms fed mations, 1480 Tiles:-Standard(9in GSD; Available with corresponding 9"OSDlmuylerypurcbase. $10.00 $5.00 $7,400.00 JPO forte Per Sector* 0-MchGSD'Amble Tilts in JPO Format Tito ora Rtevtded"as is"Rear to Product Parameters kr . I (50%) additional details. 1 'AccnPLUS Project Fee- AecaPLUS project kit tar projccts with emtomer-supplied i $2,300.00 $2,500.0(1 CUSTOMER L.IDAR' bTM 1 239 Tiles-Standard(4in GSD; Available with comospondina 3"OSD or 4"OSD y $20.00.. $10.00 $2,390.00 JPO format)Per Sector' tea 4-tach OSD Mosaic Tiles in JPG csmat. Tiler / are provided en k" Re4br to Product Parameters kr (S0%) ©Midas!details. _ 1480 Mosaic-Area wide(gin Available with purchase ef eorrevoriding tile product. $0.50 $740.00 Combined)Per Sector' mosaics of 9drsdt( D tawgary. file ase provided"as k"Rehr to Product Parameters for additional details. 239 Mossdc-Area Wide(4in Available with porc2aspof corresponding tile product ; $2.00 $478.00 GSD;Mr=format, New preceding or re-laoceseiag of NtrSID area-wide , combked)Per Sector* mosaics of 4-inch CiS1)Itnagery. Tiles aro provided'as , h." Mks Product Parameters Ibr sdelitioeal debt, 1a 1 Media Drive Capacity 931 G- External USB 1.0/eSATA Externally Powered.Delivery ' $199.00 $199.00 Drive Model IT - media pikes include copying a complete barge library EX MOWER* sato media.Subwart onsleg sold mutably. I AccuPAna Imagery Bundle Includes diem-loopy°fix Licensed Documentation its $0.00, -$000 with Two(2)Years of EFS des License Software,two(2)End Use Training Vis. . Maintenance&Support' we(1)Advancedtee Te hnical Train one(1) ikkainistratIon l If Training Session.ten t6)hoes of , imask one copy of Picrom etry Electronic Field(EPS)software,latest version,ea the storage media . ' 4peci0ed herein,and accede to download updated versions € Weft e EFS Licensed Software for a period of two years the initial date of shimeent of the EFS software,sting 3 ` with aamid the updated documentation. 4 1 Oblique Imagery Bundle with lhdudes igital copy orate Ltd Documentation Rw $0.00 • $0.00 Two(2)Years of EFS the License Software,two(2)End teen Timing Seastaa. I Maintenance&Support Mie(1)Advanced User Technical Training,One(1) Adlapdatration/1T Tabling Session,ten(IO)hours of 1 Mekong support,one copyof Pi Electronic lf Study(EPS)aoftwtre,latest version,ea the storagemedia ' knaIAad tern,end access to download updated vasIons Orf tore EFS Licensed Softwarclbr a period of two years [ Baan the initial date of shipment of ibs EFS software,along with a espy of the updated documentation. 1 Pictometry for ArcGIS leiatem etey for ArcOIS Desktop. Active X extension $0.00 I $0.00 tActive X Extension cempetible with ArcMap versions 9.3me and J0. 1 RapidAcc csa-Disaster RaphlAccess-Disaster Response Program le an anagaacy j $0.00 $0.00 . Response PrograM nigionsoprogritin offering Nights after an emengeney or g disaster. Rehr to the attached detailed deeacrlpNoa olds Viseeter Reupoasa Program. t .ecttonic Fwd Study(EFS) One copy of Etsstmin,il.nStudy software.Weal awake. 50.04 - $0.00 ! _ _ SUBTOTAL-SECOND PROJECT $268,257.12 I THIRD PROJECT • Page 5e 20 Spokane County,WA-018150880160420 CMT.00065-20150928 • GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT AMOUNT♦ ' PRICE(%) 1480 IMAGERY-Sin,S-way, Product includes II-inch GSD color balanced oblique frame $80.00; 574.40 $110,112.00 ,OCR(CS)Per Sector images(4 y),9-inch GSD orthogondftame Images,I- ' , meter GSD orthoamosate lector dies and one arcate 1- () meter 05D mosaic(ECW format). t GSD:0.75 frselpixd;Nominal Oblique GSD(aft velem W.I0%): Front Line 0.74&et/Ou1.Middle Lina 0.85 fret/pixel, , Bade Mae t.00 feet/pixel. 239 IMAGERY-4in,Spray, Product includes 4-inch GSD color balanced oblique Game $416.00. $386.88 $92,464.32 ' OCH(NS)Per Sector Manes Oval),4-Sidi GSD orthogonal frame images,(- meter 06D orthomosaic sector Messed one arta-wide 1- (7%) meter 0SD mosaic(ECW knnat).Ordtogonai OSD:0.32 .; dat/piite1;Nominal Oblique GSD(aft values+/-tO%) / Front Line 0.33 feet/pixel,Middle Lime 0.36 feet/pbrd, Sado Lire:0.44 oet/pixed. , 127 IMAGERY-4in,ft-way, Product includes 4-inch GSD color bah/teed oblique i ase $416.00- $386.88 $49,133.76+ OCH(115)Per Sector images(4-way),44ncb GSD orthogonal macre hinges,1- meter GSD Ortho mosaic sector tiles and one arm-wide I- ( ) meter OSD mosaic(ECW format).Orthogonal 050:0.32 , feet/pixel;Nominal Oblique 051)(htl values t/-10%) Front Line:0.33 feet/pixel,Middle Line:0.36 feet/pixel, Back Line:044 feet/pixet. 127 4 Accu1LUS 4in-UPGRADE- Available f corresponding;4" Ins Product $108.12 $13,731.24 i CUSTOMERD'I W milting Image captureto Iso 4-Inch GSD AccUPhu ortho manic tiles (OeoTTFF format),4.lnch OSD ar a'wile ortho prosaic (ECW format).Orthogonal GSD:0.32 feet/pin&Ortho- mosaic accuracy:t.15 t.RMSE(X or Y8 2.81 it NSSDA 9556;masts or exceeds NMAS&ASPRS Class 2 et 1"400'.Pricing dltoounted to inflect neer customer- , provided DTM to support orthometlflcatlon(subject to Fietomeey testing and validation).Refer to attached terms and conditions. 1480 Tiles-Standard(gin t3SD; Available with corresponding 9"05D Imagery purchase. $10.00' $5.00 $7,400.00 JPO format)Per Sector's 9-inch 08D Mosaic Tiles in no Fermat.Tiles are . +provided"as is."a Refer to Product Pecarnerers for (SO%) 1 AccuPLUS Project Fee- AccuPLUS project he for projects with customer-supplied $2,500.00 $2,500.00+ , CUSTOMER LIDAR* DTM 239 riles-Standard(4in OSD; Avenel*with corresponding 3"OSD or 4"OSD imagery 620.00 s $10.00 $2,390:00 JPO format)Per Sector* purchase. 4-inch OSD Mosaic Tilts Is IPO Portimt. Tiles are provided"as is." Referb Product Parameter;for (50%) jddidoasl detolla._ 1480 Mosaic-Area Wide(gin Available with ptxcbase of corresponding tile product. 10.50 $740.00' GSD;MID format, New pig or recmc ug of MrsDarea-wide . combined)Per Sector* mosaics of pinch GSD tmtageryr. Tiles are provrded"as e is." Refer to Product Parameters for additioal details. , 239 .5 Mosaic-Area Wide(4in Available with'nudism of corresponding tile product. o $2.00; $478.00 GSD;MrSID Smut, New processing or re-processing of MrSID arra-wide , combine Per Sector* mosaics of 4-inch GSDTinagery.hes are provided"as , is." Refer to Product Parameters for additional details. 1 • Media Drina Capacity 9310- External USE 2.0/eSATA Externally Powered.Delivery ,, $199.00 $199.00 j Drive Model IT - media prices include copying a complete fheage library EXTPOWER* onto media.Sob4mreliousfrg sold separately. ' 1 AccuPias Imagery Bundles Includes digital copy of die Licensed Documentation for $0.00 $0.00 4 with two(2)Years of EFs the License Software,Iwo(2)End User Training Sessions, ' I Maintenance&Support* one(1)AdvancaM iter Technical Ttahrin$,toe(1) Administratbi/IT Training Session,ten(10)hours of , telephone support,one copy of Pictoreeny Electronic Field Study media ;spfihrein, accmta dbwaead Wean version,oa �vrsions 4 of 1M US Licenced Software for a period of two years I Qum the initial date of of tbeSFS software,along ' with a aertrypfthe tnentatioa. < 1 Electronic Field Study(EFS) One copy of Electronic!held study software,latest version. ,60.00' $0.00 t ' 1 bbd Imagery Hindle trial Includes digital copy of the Licensed DocarmeartacIon for t $0.00! $0.00 e Two(2)Yeses of EFS the License Software,two(2).Rad User Training Seedens, l 5 , 1 'Mahtlenanee Q Support well)Advanced Liar TecbnleaITa are(1) h AdesieiatatibsI1Y'ilalaitgSslion, 0)iioursof , telephone swoon,one Copy of Pictamacry Elrettrtsnie F9d ,d f Page 6 of 20 Spokane County,WA-CUMULI 20160420 ChIT 5-20150928 • GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") Study(EFS)software,latest version,on die storage media specified herein,and access to download updated versions of the EFS Licensed Software fora period of two years Ram the initial date of shipment of the EFS software,along with a copy of the updated documentation. I Pictometry for ArcGIS Mimeo),for Arc01S Desktop. Active X extension $0.00 $0.00 Desktop-Active X Extension cormpatile with ArcMap versions 9.3xx end 10. -Government (Seat) I RapidAccess-Disaster RapidAccess-Disaster Response Program is en emergency $0.00 $0.00 Response Program response program ofkring flights atter an emergency or dhestw. Refer to the attached detailed description of the Disaster Response Program. SUBTOTAL—THIRD PROJECT $279,148.32 IThank you for choosing Piclometry as your service provider. ( TOTAL $804,771.36 Amount per product—((i-Discamt%)•Qv•List Price) *OPEN MARKET ITEMS ARE ALSO KNOWN AS INCIDENTAL ITEMS,NON-CONTRACT ITEMS,NON-SCHEDULE ITEMS,AND OTHER DIRECT COSTS(MS'S).OPEN MARKET ITEMS ARE NOT ON THE GSA CONTRACT AND THEREFORE SHOULD BE TREATED AS OPEN MARKET PURCHASES. THIS AGREEMENT CONTAINS OPEN MARKET ITEMS. OPEN MARKET ITEMS ARE ALLOWED UNDER CIRCUMSTANCES SET FORTH IN FAR 11.402(F). OPEN MARKET ITEMS ARE SUBJECT TO PICTOMETRY'S APPLICABLE LICENSE TERMS AN)CONDITIONS. FEES;PAYMENT TERMS All amounts due to Pictometry pursuant to this Agreement('Tees")are expressed In United States dollars and do not include any duties,taxes(including, without limitation,any sales,use,ad valorem or withholding,value added or other taxes)or handling fees,all of which are in addition lo the amounts shown above and,to the extent applicable to purchases by Customer,shall be paid by Customer to Pictometry without reducing any amount owed to Pictomelty unless documents satisfactory to Pictometry evidencing exemption from such taxes is provided to Pictometry prior to billing. FIRST PROJECT Due at Signing $32,347.86 Due at Initial Shipment of Imagery $96,335.10 Due at First Anniversary of Shipment of Imagery $128,682.96 Total Payments $257,365.92 SECOND PROJECT Due at Initial Shipment Of Imagery $134,128.56 Duo at First Anniversary of Shipment of Imagery $134,128.56 total Payments $268,257.12 THIRD PROJECT Due at Initial Shipment of Imagery $139,574.16 Due at First Anniversary of Shipment of Imagery $139,574.16 Total Payments $279,148.32 PRODUCT PARAMETERS IMAGERY—FIRST PROJECT Prsdacu IMAGERY-41n,5-bray,Ott(N5)Per Sector Elevarfee home: Customer Provided—customer provided Lee Lasa Ike 30%Leaf cover(Ohl) Spector burfructione: Product IMAGERY-41a,Tony,OC6(1415)Per Sector 6iensNeaSween: Customer Providbd—materna provided LeJ Las than 30%leaf Bove(Off) *add huenterieorr: Product: IMAGERY-91a,Sway,001(C5)Per Seder Pap si110 Spat=County,WA—C1111501 20160420 CtdT-00065-20140921 GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-OS01N("SCHEDULE") Vevalan Source: Customer Provided—caeton+m provided Leg: Less don leaf cover(Oft) Special f tstructlone: IMAGERY—SECOND PROJECT Product: IMAGERY-41n,5-way,OCR(NS)Per Sector Arra:on Source: Cercomer Provided—customer provided Leri Loss Mum 30%leaf cover(Oft) ,iperref Instructions: Product: IMAGERY.91s,&way,0(3(CS)Per Sector Elevation Source: Customer Provided—customer provided Lore Less dim 30%leaf cover(OM Special Imtructiens: Preduet: IMAGERY-4ke,5-way,OCB(NS)Per Sector Elevation Source: Customer Provided—customer provided Leapt Less Man 30%Ieaf covet(Oft) Special Instructions: • • IMAGERY—THIRD PROJECT Product IMAGERY-411,5-way,OCR(145)Per Sector Elevation Source: Cuatetber Provided—COMMIS Provided Leaf: Less than 30%leaf cover(Of) 4oecial ksaucrions: Product IMAGERY-41aa,5-way„OCB(N5)Per Sector &evasion Source: Customer Provided—customer provided Late Less then 30%loaf cover(0) Special 5tsyrucitons: • Product IMAGERY-Pia,5-way,OCB(CS)Per Sector Elevation Source: Customer Provided—customer provided Leal: Lees than 30%loaf cover(Off) Special instructions: ACCUPLUS IMAGERY—FIRST PROJECT Product: AceoPLUS 41*,UPGRADE•CUSTOMER DTM lamina,Source: Customer Provided—customer provided Coverage Area Formai: Suture Leaf teas than 309E leaf cover(Oft) *Mal Inarructtons: See SPOK2015-Alta acre Opp,same specs • • ACCUPLUS IMAGERY—SE(X)N1)PROJECT Product AataPLUS e1a•UPGRADE-CUSTOMER DTM Elevation Source: Cuatoin r Provided—customer provided Coverage Ansa Pirrnat: Shaped. • Lsapf.• Lett than 30%leaf cover(OM Spa*,Saahwcrtons: ACCUPLUS IMAGERY.-THIRD PROJECT Product *ceuPLUS 41a-UPGRADE-CUSTOMER DTM fie odea Source: Customer Provided—eusioner provided Carrera e&ay rennet: ffiseporile Leaf Less dem 30%leaf cover(OM Spacial Stsrructions: Standard Ortho Monde Pray +a:Picsontotry standard atm mosaic products arc produced through ahttomsted mossir ting processes that incorporate digital dovatioa^dita with ledivislueilidstemetry turbo Seines to erode largnisrea monks onus extremely com-efflotive beefs. liteoause greet predates amprodeeed through automate rather din more aspenshm Manual review sad Used-touched wirrettive ,Acre may be Warne Oakes in sesta order seradtl gwas. White Plestanetty worts so&ki ole sad ertffiem,the Pictomday mkt soak products ore provided or en'AS fB'Crile with respect to vials maim along mosaic Erna feauhing tom Me Mkowingotartilfu:ts us 1. Dice teets iA surfaces ga:ersilyt by imacc�htc�kaatl�; ti. I> is in elevated Sutton"(e.g,roadways,bridges,ate,)generally esus dby elevatedaarribees not ung represented Late etentia tint; 11iflutIllag Wawa a dipplag gown*a»dty betidiegs aocbeing represented In iherdevatioa data; Page 8 of 20 Spoken.Cormty,WA—C181508 2010420 CMT40065-20I50928 GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") iv. Seasonal variations caused by images taken at different times during a season,or during different seasons; v. Ground illumination variations caused by images taken under different illumination(e.g.,sunny,high overcast,morning light,afrernoon light,etc.) within one flight day or during different flight days; vi. Single GSD color tradetioas caused by illumination differences or mukipleaircraft/camera captures; vii. Mixed GSD color variations caused by adjacent areas being flown at different ground sample distances(USDa);and viii. Water body color variations caused by multiple individual frames being used to create a mdesic across a body of water(e.g.,lakes,ponds,rivers,etc.). Other Pictometry products may be available that are less prone to such artifacts than the Pictometry standard calm mosaic products. RapldAccess—Disaster Response Program(DRP) Customer is eligible for DRP dthcribed below from the Effective Date through the second anniversary of the initial Project delivery. Following payment to Pictometry of amounts due with respect to each subsequent Project,Customer will be eligible for the then-current DRP for a period of two years from delivery of such subsequent Project. Customer must be in good-standing with Pictometry to maintain eligibility for DRP. A. Disaster Coverage Imagery at No Additional Charge—Pictometry will,upon request of Customer and at no additional charge,provide standard quality imagery of up to 200 square miles of affected areas(as determined by Pictometry)upon the occurrence of any of the following events during any period Customer is eligible for DRP: • fl Hurricane:areas affected by hurricanes of Category II and higher. U Tornado:areas affected by tornados rated EF4 and higher. fl Terrorist:areas affected by damage from terrorist attack. fl Earthquake:areas affected by damage to critical infrastructure resulting from earthquakes measured at 6.0 or higher on the Richter scale. f1 Tsunami: areas affected by damage to critical infrastructure resulting from tsunamis. B. Discounted Rate—Coverage for areas affected by the events set forth above exceeding 200 square miles will be,subject to Pictometry resource availability,offbred to Customer at the then current DRP rates. Also,coverage for areas affected by hurricanes below Category II, tornadoes below EF4 or earthquakes rated below 6.0 on the Richter scale will be,subject to Pictometry resource availability,offered to Customer at the then current DRP rates. C. Online Services—Use of Pletometry Connect Explorei'ru—Pictometry's DRP includes the use of Connect Explorer for a term of ninety days from the date of delivery of the DRP imagery. Customer shall have access to the DRP Imagery for as long as they maintain an active Connect account. • Page 9 of 20 tSpokatu County,WA-.Cl$1508 20160420 CMT-00065-20150928 • GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") SECTION B LICENSE TERMS PICTOMETRY DELIVERED CONTENT 'PERMS AND CONDITIONS OF USE These Pictometry Delivered Content Tears and Conditions of Use(the"jelivered Conti Tarns;nd Conditionfl,in combination with the corresponding Agreement into Which these tcrml arc incorporated,collectively set forth the tcft and condition,that govern use of Delivered Cement(as hereinafter defined)for use within computing environments operated by parties other than Pictametty. Mused in the Delivered Content Terms and Conditions the tams"you"and"your in uppercase or lowercase shall mean the Customer that entered Into the Agreement into which the Delivered Content Terms and Conditions are Incorporated. 1. DEFINITIONS 1.1 "means,if you are a county or a non-state consortium of counties,any political unit or subdivision located totally or substantially within your boundaries that you authorize to have access to Delivered Content pursuant to the Delivered Content Teens and Conditions. 1.2 "means a workstation or server that meets each of the following criteria(i)it is owned or leased by you or an Authorized Subdivision, (ii)it is located within and only accessible from lhcilitles that are owned or leased by you or an Authorized Subdivision,and(iii)it is under the control of and may only be used by you or Authorized Subdivisions. 1.3 "Aute User"means any employee of you or Authorized Subdivisions that is authorized by you to have access lb the Delivered Content through an Authorized System. 1A "means the images,metadata,data layers.models,reports and other geographic or structural visualizations or embodiments included In,provided with,or derived from the information delivered to you by or on behalf of Pictometry pursuant to the Agreement 1.5 "velvet Participanr means any employee or contractor of persons or entities performing services for compensation for you or an Authorized Subdivision that has been identified by written notice to Pictometry prior to being granted access to Delivered Content and,unless Pictometry expressly waives such requirement for any individual,has entered intoe written agreement with Pictometry authorizing such access. 3. GRANT OF RIGHTS;RESTRICTIONS ON USE;OWNERSHIP 2.1 Subject to the terms and conditions of the Agreement,you are granted nonexclusive,nontransferable,limited rights to: (a)Install the Delivered Content on Authorized Systems; (b)permit access and use of the Delivered Content through Authorized Systems by: (i)Authorized Users for performance of public responsibilities of you or Authorized Subdivisions that are to be performed entirely within facilities of you or Authorized Subdivisions; (ii)Project Participants under the supervision of Authorized Users for performance of tasks or preparation of materials using only hard copies (or jpg copier)of Delivered Content solely for fulfilling public responsibiliities of you or Authorized Subdivisions to be performed entirely within facilities are or Authorized Subdivisions;and (iii)individual members of the public,but only through Authorized Users and solely for the purpose of making hard copies or jog copies of Images of individual properties or structures(but not bulk orders of multiple properties or structures)to the individual members of the public requesting them. 2.2 You may not teproduceq,distribute or make derivative works based upon the Delivered Content in any medium,except as expressly permitted In the Delivered Content Terms and Conditions. 2.3 You emetic*offer any part of the Delivered Content for commercial resale or commercial redistribution In any medium. 2.4 You may not distribute or otherwise make available any Delivered Content to Ocogle or its affiliates,either directly or indirectly. 2.5 You may not exploit the goodwill of Pictometry,Including its trademarks,service mare,or logos,without the express written consent of Pictometry. • 2.6 You may not remove,alter or obscure copyright notices or other notices contained in the Delivered Content 2.7 An right,title,and interest(including ill copyrights,trademarks and other intellectual property rights)in Delivered Content in an media belong to Pictonneuy or its third party suppliers.Neither you nor any users of the Delivered Content acquire any proprietary interest In the Delivered Content,orany copies*tarot erupt the limited use rights granted herein. 3.OBLIGATIONS OF CUSTOMER 3.1 Geographle Data.if available,you agree to provide to Pictometry geographic data in Industry standard format(e.g.,shape,DBF)including,but not limited to,digital elevation models,street centerline maps,lax parcel amps and centroids,which data,to the extent practicable,droll be incorporated into the Delivered Contest.You agree that any of this dela that is owned by you may be distributed and modified by Pictometry as part of its products and services, provided that at no time shall Pictometry eight ownership of that data. 3.2 Nodlleation. You shall(a)notity Pletomery in writing of any claims or proceedings involving any of the Delivered Content within ten(10)days after you learn of the claim or proceeding,and(b)report promptly to Pietometry all claimed or suspected defects in Delivered Content 3.3 Authorized User Compliance.You shall at all times be responsible for compliance by each Authorized User with the Delivered Content Tams and Conditions. 3.4 Authorlaed Subdivision Compliance.You shall at all times be responsible for compliance by each Authorized Subdivision with the Delivered Content %ma end Conditions. 3.5 Project Participants. Each notice to Pictometry I dtntilying a potential Project Participant shall Include a detailed description of the scope and nature of the Project Participants'planned work and the intended use of the Delivered Content in such work. Pictotnetry retains the right to restrict or revoke access o Delivered Content by any Project Patticipant who does not comply with the terms of the Delivered Content Terse end Conditions. 4. LICENSE DURATION;EFFECT OF TERMINATION 4.1 Term.The license granted to you in the Delivered Concert Terns and Condition,is perpetual,gutted o Picomedy's right to terminate the license hr the event you do not pay in lint the Fees specified elsewhere in the Agreement,the Agreement Is terminated fora my mason other than sheath ottheAgrdstnent by Pictometry,or as otherwise provided in the Agreement 4.2 Met of Teredsatibn. Upon termination of the license granted to you in the Delivered Content Terms and Conditions,you shall immediately cease all use of the Delivered Content,promptly purge all copies of the Delivered Content fan all workstations and servers on which any of it may be stored or available at the time,and return herd drive/media containing Delivered Content to Pictometry. Page 10 of 20 Spokane County,WA—CI 81508 20160420 CMT-03065-20150928 GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") • S.TRADEMARKS;CONFIDENTIALITY Si Use of Ptdeoetry's Morita. Yon avec not to attach my addidoaal trademarks,trade names,mos or to any Delivered Content or to any copies of say Delivered Contet>�wepder ll tea approval ISem Pictorially.nobscure or defaceenany,be appropriate tioverneast seal sad yaw contact infornsaim so tong as wayemattty marks. You farther agree that you will not use any Pinemary velem&trade aurae,logo,er designation to coanaetion with any product et aeMae peer than the Delivered Content Your aonenck ielvt right te me Pictemaory s ttedanarts,trade name,loges,and designatimataternenninom wit tits liana granted to you In dm Idivered(fit Tants. Si Confidendnity of Delivered Cement.The Delivered Content census of Commercially wlmable,proprietary prodectrowned by Pietemetty,the design and dew parent of wtdeb reflect an investment of coaslderabte dew,eflbrt,end money.The Delivered Conical it treated by Pietmaeuy as coatldentlsl and contains aabatandul wade meets of Pictontetry. You agree that you will not disahiee,provide a copy or disseminate the Delivered Content(other that es ettprealy permitted late Delivered Centtat Tama and Condition)or any part thereof to any pawn in any MUM or fur any purpose incoatsIat rat with the license granted to you is the Delivered Content Toms end Conditions.You agree to use your beet offers to asatuta that your personnel,and others afforded assess to the Ddivereed Coates,protect the Delivered Content against unauthorized use,disclosure,copying,snit dissemination,and that sada to the Mimed Content and OM part themef will be aridly lbnited. 6.LIMITED WARRANTY;DISCLAIMER OF WARRANTIES 6.1 Lindted Warranties;Exclusive Remedy. Pictomwy warrants that the Delivered Content will contain hue end usable copies of the dynamited imagery as of the date of esptwv. At the sole and exclusive Tweedy ibr any breach of the foregoing warranty,Ptotametry that use raeoeabbe efforts to comet any deficiency that precludes tan of the Delivered beat in the manna Intended. 63 Diadaloer of Other Warranties. Except as provided in Section 6.1,above,THE DELIVERED CONCENT IS PROVIDED TO YOU"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, MERCfANTAIIIUTY.FITNESS POR A PARTICULAR PURPOSE,AND ACCURACY,ARE HEREBY DISCLAIMED AND EXCLUDED BY PICCOMETRY. Si Limitation of Liability. With respect to any other claims dm you may have or assert against Picto metty many matter relating to the Delivered Content, the total lability p(Pictometty shall,in lasaggrtgate,be limited to the aggregate amount received by Pletomawy la payment for De ave edConteat during the 1®ediatdy precedes twe ty`f ar(24)month period. • 9.MISCELLANEOUS PROVISIONS 7.1 Restrkted Rights. Delivered Contest acquired with United States Government Rata or intended for nee within or for any Unked States fugal agency is provided with"Raaf Rights"as defined ht MARS 252.227-7013,Rights In Technical Data ehd•@exnputer Software and FAR 52327-1.4,Rights is Data-General,inciuding Alternate IR,as applicable. 7.2 Law.This License Agreement drab be governed by and interpreted in accordance with the laws of the State of New York,a xclud'ing Its conflicts law principles. )SND OF DELIVERED CONTENT TERMS AND CONDITIONS) • ) 3 S f i . i PhngD II of20 Spm County,WA—C11111011 mem t T 150922 • GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") SECTION B LICENSE TERMS PICTOMETRY ONLINE SERVICES GENERAL TERMS AND CONDITIONS these Pictometry Online Services General Terms and Conditions(the"General Terms and Conditions"),in combination with the corresponding Pictometry order limn,if any,collectively constitute the license agreement(the"License Agreement")that governs your use of the Pictometry online services(the"Online Services"),the images available in the Online Services,and all associated metadata and data layers included In,provided with,or derived from those images(the "Licensed Content")provided by Pictometry international Corp.and its affiliated companies(collectively,"Pictometry"). The terms"you"tend"your`in uppercase or lowercase shall mean the individual,entity(e.g.,corporation,limited liability company,partnership,sole proprietor,etc.)or government agency entering into the License Agreement 1. GRANT OF RIGHTS;RESTRICTIONS ON USE;OWNERSHIP 1.1 You are granted a nonexclusive,nontransferable,limited right to access and use the Online Services and the Licensed Content obtained or derived from the Online Services solely for your internal business purposes and not for resident redistribution.The rights granted to yen teciude,subjeet to the restrictions set earth below and on the Order Form,the right to copy limited portions of the Licensed Content onto your computer to facilitate preparation of hardcopies and wort product records,and the right to make hardcopies of the licensed Content,provided that the Licensed Content and the permitted copies thereof may not be sold,leased,loaned,distributed,or copied for use by anyone other than you. 1.2 You may not make the Online Services available toany other party. 1.3 You may not copy the Licensed Content or portions thereof onto any computer or storage device or media for the purpose of creating or maintaining one or more databases of that content for use in substitution for subsequent access to the content through the Online Services. 1.4 You may not distribute or otherwise make available any Licensed Content to Google or its affiliates,either directly or indirectly. 1.5 Yat may not exploit the goodwill of Pictometry,including its trademarks,service marks,or logos,without the express written consent of Pictometry. 1.6 You may not remove,alter or obscure copyright notices or other notices contained In the Licensed Content. 1.7 You may not offer anypan of the Online Services or the Licensed Content for commercial resale or commercial redistribution in any medium. 1.8 You may not use the Online Services or the Licensed Content to compete with any businesses of Pictometry. 1.9 You may not use information included in the Online Services or the Licensed Content to determine an individual consumer's eligibility for(a)credit or insurance for personal,family,or household purposes(b)employment;or(c)a government hem=or benefit The term"consumer"is defined in the United States Fair Credit Reporting Act at IS USC$1681. 1.10 You may not access the Online Services via mechanical,programmatic,robotic,scripted orany other automated means. Unless otherwise agreed by Pictometty in writing,use of the Online Services is permitted only via manually conducted,discrete,human-initiated individual search and retrieval activities. 1.11 All right,title,and interest(including all copyrights,trademarks and other intellectual property rights)in the Online Services and the Licensed Content in all media belong to Pictometry or its third party suppliers.Neither you nor any users of the Online Services or the Licensed Content acquire are, proprietary interest in the Online Services,the Licensed Content,or any copies titercol;except the limiteduse rights granted herein. 2. ACCESS TO SERVICES 2.1 Onlyyou,your employees,and temporary or contract employees dedicated to performing work exclusively for you(each,an"Eligible User and collectively,the"Eligible Users")the eligible to access and use the Online Services and the Licensed Content pursuant to the License Agreement. Each Eligible User to be provided;recess to the Online Service&all be assigned a uhique login/password("Pictometry Credential")for purposes of accessing the Online Services. Yonagree that each Pictometry Credential shall only be used by the Eligible User to whom it was originally assigned and that Pictomerry Credentials may not be shared with,or used by,any other person,including other Eligible Users. You will promptly deactivate an Eligible User's Pictometry Credential in the event the Eligible User no longer meets the eligibility requirements or you otherwise wish to terminate the Eligible User's access to the Online Services. You are responsible for all use of the Online Services accessed with Pictometry Credentials issued to your Eligible Users,including associated charges,whether by Eligible Users or others. You will use reasonable commercial efforts to prevent unauthorized use of Pictometry Credentials assigned to your Eligible Users and will promptly deactivate any Pictometry Credentials you suspect are lost,stolen, compromised,or misusech 2.2 The Online Services,the LicInsed Content,and features and functionality within the Online Services maybe enhanced,added to,withdrawn,or otherwise changed by Pictometry without notice. 2.3 You are aware and understand that any user data collected or stored by the Online Services maybe accessed by US law enforcement agencies under the • US PATRIOT Act. You hereby release,and agree to hold Pictometry harmless from,all claims against Pictometry with respect to s1ch access. 3. DISCLAIMERS 3.1 The Online Services and the Licensed Content are provided for visualization purposes only,are not authoritative or definitive,and do not constitute professional engineering or surveying services. 3.2 The Online Services and the Licensed Content are not to be relied upon to precisely locate or determine property boundaries and should not be used in lieu of a professional survey where the accuracy Dineen/merits,distance,height,angle,area and volume,may have significant consequences. 3.3 All measurements and reports generated by the Online Service9 Or from the Licensed Content are based upon second order vhhtalization and measurement data that do not provide authoritative or definitive measurement results suitable for professional engineering or surveying purposes. 3.4 Contour information obtained from the Online Services or contained in the Licensed Content is generated from undersasapled elevation data,is provided for informational purposes only,and is not suitable for use as the basis for hydrographic computations,estimations or analyses. 3.5 While the Online Services and the Licensed Content may be considered useful supe is for life critical applications,th are not designed or maintained to support such applications end Pictometry and its third patty suppliers of the Online Services and the Licensed Content hereby disclaim all liability the damages ettims and expenseMising from such use. 3.6 Your reliance on the Online Seavicps and the Licensed Content should only be undertaken atter an independent review of their accuracy,completeness, efficacy,timeliness and adegmacylor your Intended purpose. 3.7 Piety. end each third patty supplier of any portion of the Online Services or the Licensed Content assume no responsibility ler any consequences resulting hum the use of theOnline Services or the Licensed Content. Page 12 of 20 Spokane County,WA—CI81508 20160420 CMT-00065-20150928 GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") 3.8 Pictometry and each third party supplier of any portion of the Online Services or the Licensed Content hereby disclaim all liability for damages,claims and expenses arising front or in any way related to the accuracy os availability of the Online Services and the Licensed Content. 3.9 By accepting these General Terms and Conditions or by using the Online Services or the Licensed Content,you waive any and all tights you may have against Pictometry,each third party supplier of any portion of the Online Services or the Licensed Content,and each of their directors,officers,members and employees,arising out of use of or reliance upon the Online Services or the Licensed Content. 4. LIMITED WARRANTY 4.1 Pictometry represents and warrants that it has the right and authority to make the Online Services and the Licensed Content available to you and your Eligible Users as authorized expressly by this License Agreement. 4.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 4.1,THE ONLINE SERVICES AND LICENSED CONTENT ARE PROVIDED ON AN'AS IS',"AS AVAILABLE*BASIS AND PICTOMETRY AND EACH THIRD PARTY SUPPLIER OP LICENSED CONTENT EXPRESSLY DISCLAIM ALL OTHER WARRANTIES,INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 5. LIMITATION OF LIABILITY • 5.1 No Covered party(as defined below)shall be liable for any loss,harry,claim,liability,or damage of any kind resulting In any way from(a)any errors in or omissions from the Online Services or the Licensed Content,(b)the unavailability or interruption of the Online Services Or any features thereof or the Licensed Content,(c)your or an Eligible User's use of the Online Services or the Licensed Content,(d)the loss or corruption of any data or equipment in connection with the Online Services or the Licensed Content,(e)the content,accuracy,or completeness of the Licensed Content,all regardless of whether you received assistance in the use of the Online Service from a Covered Party,(n any delay or failure in performance beyond the reasonable control of a Covered Party,or(g)any content retrieved from the Internet even if retrieved or linked to from within the Online Services. 5.2 "Covered Party"means(a)Pictometry and any officer,director,employee,subcontractor,agent,successor,or assign of Pictometry;and(b)each third party supplier of any Licensed Content,third party alliance entity,their affiliates,and any officer,director,employee,subcontractor,agent,successor,or assign of any third party supplier of any Licensed Content or third party alliance entity and their affiliates. 5.3 TO THE FULLEST EXTENT PERMISSIBLE$Y APPLICABLE LAW,UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES OR THE LICENSED CONTENT OR THIS LICENSE AGREEMENT EXChnt)THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE ONLINE SERVICES INTHE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY. 5.4 TO WE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW,NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR ANY SPECIAL,INDIRECT.INCIDENTAL,OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER(INCLUDING,WITHOUT LIMITATION,ATTORNEYS'FEES)IN ANY WAY DUE TO,RESULTING FROM,OR ARISING IN CONNECTION WITH THE ONLINE SERVICES,THE LICENSED CONTENT,OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY'S INDEMNITY OBLIGATIONS OR YOUR(AND YOUR ELIGIBLE USERS')INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO PICTOMETRY OR ITS THiRD PARTY SUPPLIERS. Si NotwIhstanding anything to the contrary in this Section 5: (a)If there is a trach of the warranty in Section 4.1 above,then Pictometry,at its option and expense,shall either defend or settle any action and hold you harmless against proceedings or damages of any kind Or description based one third party's claim of patent,trademark,service mark,copyright or trade secret infringement related to use of the Online Services or the Licensed Content,asserted against you by such third party provided:(i)all use of the Online Services and the Licensed Content was in accordance with this License Agacwnan;(ii)the claim,cause of action or Infringement was not caused by you modifying or combining the Online Services or the Licensed Content with or into other products,applications,images or data not approved by Pictometry;(iii)you give PIctometry prompt notice of such claim;and(iv)you give Pictometry the right to control and direct the investigation,defense and settlement o such claim. You,at Pictometry's expense,shall reasonably cooperate with Pictometry In connection with the foregoing. (b)In addition to Section 53(a),if the Online Services,the operation thereof or the Licensed Content become,or In the opinion of Pictometry are likely to become,the subject of a claim of infringement,Pictometty may,at its option and expense,either.(i)procure for you the right to continue using the Online Services or the Licensed Content,(ii)replace or modify the Online Services or the Licensed Content so that they become not-Wringing; or(iii)terminate the License Agreement on notice to you and grant you a pro-rata refund or credit(whichever is applicable)for any pre-paid fees or axed charges. (c)The provisions bf Sections 5.5(a)and(b)shall Constitute your sole and exclusive remedy for the respective matters specified therein. 6. MISCELLANEOUS 6.1 The lexis and conditions of this License Agreement may be changed from time to time immediately upon notice to you. If any changes are made to this License Agreement,such chanes will:(a)Indy be applied prospectively;and(b)not be specifically directed against you or your Eligible Users but will apply to all similarly situated Prctometry customers using the Online Services. You may terminate this License Agreement upon written notice to Pictometry If any change to the terms and conditions of this License Agreement Is unacceptable to you. For termination to be efbctive under this Section 6.1,written notice of termination must be provided to Pictometry within 90 days of the effective date of the change. Continued use of the Online Services following the effective date of any change constitute*acceptance of the change,but does not affect the foregoing termination right. Except as provided above,this License Agreement may not be supplemented,modified or otherwise revised unless signed by duly authorized repressmatives of both parties Furthermore,this License Agreement may not be suhpgtlemented,modified or otherwise revised by email etchange,even if the email contains a printed name or signature line bearing signature-like font. The foregoing does not prohibit the execution of electronic contracts beating electronic signatures of authorized representatives of both parties,provided such signatures Include digital certifications or are otherwise authenticated. 6.2 In the event oda breach of this License Agreement by you,any Eligible User or someone using the Pictornetry Credential of an Eligible User,Pictometry may temporarily suspend or discontinue providing access to the Online Services to any or all Eligible Users without notice and Pictometry may pursue any other legal remedies available to it. 6.3 All notices and other comm niations hereunder shall be In writing or displayed electronically In the Online Services by Pictometry. Notices shall be deemed to have been properly given on the date deposited in the mail,if mailed;on the date first made available,If displayed bra the Online Services;or on the date received,If delivered in any other manner. Legal notices to Pictometry should be sent to Pictometry,Ann:General Counsel,25 Methodist Hill Drive,Rochester,New York M623. Page 13 of 20 Spokane County,WA—CI81508 20160420 CMT-00065-20150928 1 • GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") 6.4 The thilure of you,Pictomctry,or any third party supplier of the Online Services or any Licensed Content to enforce any provision hereof shall not constitute cube construed as a waiver of such provision or of the right to enforce It ata later time. 63 Neither you nor any Eligible User may assign or otherwise transfer your rights or delegate your duties under this License Agreement without the prior written consent of Pictometry. My attempt by you or any Eligible User to assign,transfer or delegate your tights or obligations ander ibis License Agreement without Pictometry's consent shall be void,and shall also void the limited license granted to you by this License Agreement. This License Agreement and any amendment thereto stall be binding on,and will inure to the benefit of the parties and their respective successors and permitted assigns. 6.6 This License Agreement dull be governed by and interpreted in accordance with the laws of the State of New York,excluding its conflicts of law principles. Unless you are a government entity,in the event that any legal proceedings are connnenced with respect to any metier arising under this License Agreement,the parties specifically consent and agree that the cents of the State of New York or,in the alternative,the Federal Courts located in the State of New York dull have exclusive jurisdiction over each of the parties and over the subject matter of any such proceedings,and that the venue of any such action shall be in Monroe County,New York or the U.S.District Court for the Western District of New York,as applicable. 6.7 This License Agreement will be enforced to the fullest extent permitted by applicable law.If any provision of this License Agreement is held to be invalid or unenforceable to any extent,then(a)such provision will be interpreted,construed and reformed to the extent reasonably required to render it valid,enforceable and consistent with Its original Intent and(b)such Invalidity or unenforceability will not affect any other provision of this License Agreement. 6.8 Where applicable,each affiliated company of Pictometry and each third party supplier of the Online Services or any Licensed Content has the right to assert and enforce the provisions of this License Agreement directly on its own behalf as a third party beneficiary. 6.9 In the event of a breach of your obligations under this License Agreement or your payment obligations with respect to access to the Online Services or the Licenser,Content,you agree to pay all of Pietometry's costs of enforcement and collection,inclining court coats and reasonable attorneys'fees. 6.10 This License Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal commmnications,iepresentuion t,proposals or quotations relating to that subject matter. LEND OF ONLINE SERVICES GENERAL TERMS AND CONDITIONS) • Page 14 of 20 SpekaneC.oumry,WA—CI81505 20160420 CMT-00065,20250928 • GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") SECTION B LICENSE TERMS PICTOMETRY SOFTWARE LICENSE AGREEMENT PLEASE READ THiS SOFTWARE LICENSE AGREEMENT("LICENSE")CAREFULLY BEFORE DOWNLOADING,INSTALLING OR USING THE SOFTWARE.BY USING THE SOFTWARE,YOU AGREE TO THE TERMS OF THISLICENSE. IF YOU DO NOT AGREE TOTHE TERMS OF THIS LUOLNSZ,DO NOT DOWNLOAD,INSTALL OR 114E THE SOFTWARE. 1. GENERAL.The software("PletenetrySofw ie")and any written materials that accompany the software("Documentation")In any media or Amens licensed,not sold,to you by Pictorestry International Corp.rNctome try')for use any under thetenns of this License.?isometry rescues an rights not ewe*granted form I s this Utensa. 2. LICENSE.S*ject to the terms and conditions of this License,you aro granted a limited,son-transferable,terminable,non-subticenaable, eve license to ink sod teethe Ph try Software and the Documentation(collectively,the"Proprietary Maeda")salty for internal use. Use orate functicsallty provided by the Netometry Software other than foe your Internal Wm is prohibited,except with the prior Written eppeeoval of Picasiteul. You may make one Copy of the P&tometry Software in machine-readable fmm for backup purposes only,provided that the backup copy must indite WI copyright and other proprietary nodes contained in the original.You will not and wilt not eatable°Asters to decompile,reverse engineer,dietaaaenble, attest to delve the space code e!decrypt,modify,create derivative works of;er buyer with or disable any security or monitoring features within the Pictometry Software. Any attempt to do so is a violation of the rights of Naomi'',and its licensers. 3. TiTLE. The Proprietary Materials are confidential inibrasation of,trade secrets of,and are proprietary to Pictometry.Title to the Proprietary Materials is and will remain in Pictometry and its licensors.All applicable rights to patents,copyrights,trademarks,trade secrets,and other intellective!property rights Is. the Proprietary Materials aro and will remain In Pictcautry and its licensors.You will not assert any right,title or interest in the ProprIetary Notaries provided to you undo thellcense,except for the express Weenie granted to you hereunder.You will not remove any copyright or other proprietary notice or'legend contained on orineteted in any Proprietary Materials and you will reproduce all Goch hi/broaden on all copies made hereunder.Yon will keep the Proprietary Materials Roe of in chins,liens and encumbrances. 4. DISCLAIMERS OF WARRANTY. USE OF THE PICTOMETRY SOFTWARE IS AT YOUR SOLE RiSK.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,THE PICTOMETRY SOFTWARE IS PROVIDED 'AS iS",WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND,AND FICDOMETRY HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PICTOMETRY SOFTWARE,WHETHER EXPRESS,IMPLIED OR STATtTIORY,INCLUDING,BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. PICTOMETRY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OR PROVIDED BY THE PICTOMETRY SOFTWARE WILL MEET YOUR REQUIREMENTS,THAT THE OPERATION OF THE PICTOMETRY SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE,OR THATDEPECTS M THE PROPRIETARY MATERIALS WILL BE CORRECTED. S. LIMITATION OF LIABILITY.IN NO EVENT WiLL PICTOMETRY BE LIABLE FOR ANY INCIDENTAL,SPECIAL,INDIRECT OR CONSEQUENTIALDAMAGES WHATSOEVER,INCLUDING,WTrnorT LIMITAT1t7N',DAMAGES FOR LOSS OF PROMS,LOSS OF DATA, BUSINESS WITERRUFTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PICTOMETRY SOFTWARE,HOWEVER CAUSED.REGARDLESS OP THE THEORY OF 1.17ABIILiTY(CONTRACT, TORT OR OTHERWISEX EVEN IF PICTOMETRY HAS BEEN ADVISED-CV THE POSSIBILITY OF SUCH DAMAGES.LN NO EVENT WILL PICTOMF1 Y'S TOTAL UABLITY TO YOU FOR ALL DAMAGES(OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW INCASES INVOLVING PERSONAL INJURY)CAUSED BY,ARISING OUT OF OR IN ANY WAY RELATED TO THE PICTOMETRY SOFTWARE EXCEED THE AMOUNT OF FIFTY DOLLARS($50D0).WE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE 6. TERMINATION.This Liman will terminate automatically without notice from Pictometry if you len to comply with any term of Ads License. Upon the termination of this License,you will case all use of the Pictanetry Software and destroy all copies,MI or partes,of the Proprietary Materials. 7. MISCELLANEOUS PROVISIONS. A. Restricted Rights. Pieteenetry Software acquired with United States Government fiends or intended for use within or for any Wiled States federal • agency is provided with Rights"at defined in DFARS 252321-70131,Rights in Technical Data and Computer Software and PAR 52.227- 14,Rights in Dna-Gen ra#including Altavista iII,as applicable.Pictomehyanust be notified i1t advance of any license grants to Vatted States federal governmental unities.The FictOmetry Software is developed for general use tri vattety of applications and I not developed or intended Sir tree in any I lohemntlydangesermapplications or applications that could lead to property.damage,primal Injury or death.If you use the Namely Software is such applications,then you will be tesponsibl for taking all appropriate RI/oak backup,redundancy,and other measures so mane the oath use of the P'sctorn tty Software Is Inch applications,locluding but not limited to,Ie any nuclear,aviation,tonstransit,public safety or medical applicators. rs. B. Farago Trade Restrictions.The parties acknowledge that certain information,software technology,accompanying documentation and technical inibrmation my be Mies to United Stotts wort control taws.The irillaaot Emily et indirtctly expett or tc.export the Pietorneery Software km violstkasof Ike Evart A sfaidtaticf Recants,of the U.S.Dammam of ebstaarette. C. Governing Law. i hie License will be governed by and interpreted in accordance with theism of the State of New York,excluding Isconftict of principles.hers Pape 1S of 20 SpokancCouaty,WA—CISISM 50160420 CTT-0006$.20t50921 GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") D. Assignment. You may not assign this License without Pictontery'a prior written consent.My assignment in violation of this License will be null, void and of no force and effect. For all purposes under this License,any maga,consolidation,spinoff,acquisition or change-io-eaatrol will be deemed an assignment E. Partial Invalidity;Survival if any provision of this License is held invalid or unenforceable by competent authority,that provision will be construed so as lobe limited or reduced to is*abatable to the maximum email compatblewith the Inv as It will than wpm The total invalidity or unenforcability of any particular provision of this License will not affect its other provisions and this License will be cowed in all respects as lithe Invalid or uneofbreeable provision were cued.The provisions of this License that by their nature would survive its termination will survive definitely. F. Force Majeure.Neither party will be liable for any coats or damages duelotonperfonnaoce under this License arising out of any cause not within the reasonable control of such piny end without ha fault or negligence.Neither party will be liable for any delay or failure is the of its obligations under this License that directly results from any failure of the other patty to perform Its obligations as set forth in this G. Weber.No waiver of a breach of any term of this License will be effective unless in writing and duly executed by the waiving party. No such waiver will constitute a waiver of any subsequent breach of the same or any other term of this License.No failure on the part of a party to exercise,and no delay in exercising awaits rights hereunder will operate as a waiver thereof,nor will any single or partial exercise by a party of any preclude any other or nature exercise thereof or the exercise of any other right.No course of dealing between the parties will be deemed to modify amend or discharge any part of this License or the rights or abiiptions of any party hereunder. H. Entire Agrerment;Coustruetiaa.This License contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous andcrstadings regarding that subject matter.No amendment to or modification of thin License will be binding unless in writing and signed by Pictometry.There as no rep eecntatlors,warranties,or obligations of any patty not expressly contained herein.The headings in this License are for convenience only.They do not constitute a portion of this License and will not be used la any construction of it. !END OF SOFTWARE LICENSE AGREEMENT] Page Ibof20 Spokane County,WA—CIS'SOS 20160420 CMT.9006S-20158923 • • GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") SECTION C NON-STANDARI)TERMS AND CONDITIONS 1. Notwithstanding anything set forth to the contrary in this Agreement,the following entities shall also be deemed Authorized Subdivisions and their personnel shall be deemed Authorized Users under die terms and conditions of the Pictometry Delivered Content Terms and Conditions of Use: • Avieta Corporation; • Modern Electric Water Company; • Vera Water&Power; • Inland Power and Light Company; • Spokane County School Districts and Regional Universities,for staff access and use only;provided however students may access and use the Delivered Content(i)under the direction and control of the staff of said school districts and regional universities;and(ii)solely in relation to the students'cnrricvrnn so long as said curriculum is not in contradiction to the permitted uses set forth in the Pictometry Delivered Content Terms and Conditions of Use. • Spokane Regional Health District; • Spokane Regional Transportation Council; • Spokane Transit Authority; • Spokane County Airports; • Spokane Transportation Benefit Districts;and • Washington State agencies working within the County of Spokane,WA. 2. For the purposes of this Section C,the term'Cost-Share Participant'shall have the same meaning as'Authorized Subdivision'as that term is defined in the Pictometry Delivered Content Terms and Conditions of Use. 3. Upon Customer request,additional Cost-Share Participants may be added to this Agreement with the prior express written permission of Pictometry. 4. Customer may charge a fee to its Authorized Subdivisions for access and use of the Delivered Content S. Fairchild Air Force Base Restrictions. a. The mosaic tiles representing the imagery captured of the approximate 16 square miles encompassing the Fairchild Air Force Base(the'Fairchild Tiles')shall be subject to the following restrictions. b. Release of any Fairchild Tike to any Cost—Share Participant,and its contractors and subcontractors,is strictly prohibited without Written permission of Fairchild Air Force Base. • Fairchild AFB Chief,Tech Support/GeoBase 92=CUT Floras: (509)24749399 c. Public access to the Fairchild Tiles shall be restricted to one foot resolution,higher resolutions are prohibited. d. The Fairchild Air Force Base Legal Office shall be notified of all public records requests for the Fairchild Tiles under the Freedom of Information Act(FOIA)or the Washington Public Records Act,Chapter 42.56 RCW,at the following address: Fairchild AFB 92 ARW/JAG lE Bong St. Suite 109 Fairchild AFB,WA 99011 e. To the extent permitted by the Washington Public Records Act,Chapter 42.56 RCW,each Cost-Share Participant will: (I)Maintain the confidentiality of the Fairchild Tiles,and not disclose it to any third party,except: (a) as required by the FOIA or the Washington Public Records Act; or • (b)as required by a court of competent jurisdiction;or (c)where the intimation is obtained lawfully by a Cost-Share Participant by some other means that does not violate this A and (ii)Restrict disclosure of the Fairchild Tiles,to its employees who have a'need to know',and not copy or reproduce the Fairchild Tiles;and (iii)Take necessary and appropriate precautions to guard the confidentiality of the Fairchild Tiles,including informing its employees who handle the. Fairchild Tiles that it is confidential Old is not to be disclosed to others. Pap 17 of 20 Spokane County,WA—C181505 20160420 CMT-00065-20150923 • • GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") 6. Non-appropriation of Funds. Notwithstanding anything herein to the contrary,in the event that the funds due for subsequent projects and related deliverables under the terms and concfrtions of this Agreement are not lawfully appropriated,the following provisions shall apply. a.Customer shall provide Pictometry with written documentation of non-appropriation of Rinds from its funding source prior to commencement of a subsequent project; b.This Agreement shall remain in full three and effect,however commencement of the subsequent project shall be deemed postponed until such time " as funds for the subsequent project have been appropriated and all other sums due under the terms and conditions of this Agreement have been paid by Customer. In the event that the postponement exceeds eighteen months,Pictometry reserves the right to terminate any and all obligations with respect to the postponed project and all subsequent projects included in this Agreement;and e.If Customer,or any party authorized under the terms and conditions of this Agreement to use the licensed products set forth in Section A,Is in possession of licensed products for which Pictometry has not been fully compensated in accordance with the payment terms of this Agreement, C usotner or such autotized party shall immediately cease use of those licensed products,purr those licensed products from all Customer and authorized party computers,and return those licensed products to Pictometry. 7. Pictometry shall grant the Customer a perpetual license for agreed products that nave been procured by the Customer and whereby Pictometry has received said payment(t)for those agreed products per the teems of the Agreement associated with the projects stated herein.This perpetual license shall allow the Customer to continue use of the licensed products in perpetuity. This includes the Imagery provided by Pictometry that the Customer has in their possession that has been paid for,both in printed and digital format. B. Applicable Law. , Notwithstanding anything to the contrary set forth elsewhere in this Agreement,this Agreement and any modifications,amendments or alterations shall be interpreted,construed and enforced in all respects in accordance with the laws of the State of Washington,excluding its conflicts of law principles. Each party irrevocably consents to the exclusive jurisdiction of the courts of the State of Washington in connection with any action to entree the provisions of this Agreement,to recover damages or other relief for breach or default under this Agreement,or otherwise arisitgd under or by reason of this Agreement. 9. Customer shall own the copy of the orthogonal imagery delivered to it by Pictometry pursuant to this Agreement. Customer is free to use, reproduce and redistribute copies of the orthogonal imagery so delivered in any manner without any accounting to Pictometry. Pictometry shalt own those copies of the orthogonal imagery delivered pursuant to this Agreement that are to Pictometry's possession. Pictometry is Rte to use,reproduce ' and redistribute copies of the orthogonal imagery delivered pursuant this Agreement in any manner without any accounting to Customer. lEND OF NONSTANDARD TERMS AND CONDITIONSI • • f Page IS atm Spokeas OsuRty,WA—CI S1SOS 20160420 CUT-00065-2015092s GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") , APPENDIX 1 PRODUCT SPECIFICATIONS AceuPlus®Premium Ortte-Mosaic EMikelikatazieW Seamless ortho-snosaic produced from individual frames and tiled to customer's preferred tiling scheme. Atkadzillor Flight plans will be prepared to capture image frames with nominal 60%Forward overlap and nominal 30%sidelap in order to provide sufficient overlap for automatic aerial triangulation and mitigation of building lean in arthopholograpbyproduced. Source imagery will be acquired during times of optimal environmental conditions. Imagery will generally be captured when solar altitude is 30 degrees or greater and/or by using the most optimal four-hour window,except where capture season offers significantly longer window. Imagery will be acquired with ground free of snow cover and deciduaui vegetation less than 30%of full bloom. Frames with clouds will be rejected and renown.Any planned deviation from these conditions imposed by capture window constraints will be&cussed with client prior to commencement of acqulloo. (abient: Pictometry utilizes its USOS certified,custom designed mapping camera incorporating a Kodak sensor and custom designed photogrammetric tenses. The sensor is My calibrated according to Pictomeny's USGS approved calibration process. Pictometry's sensor provides a dynamic range of 12 bits per band,ROB(resampied to 8 bits during processing). Prior to the production of orthophotography,Piclornetry will perform automatic aerial triangulation,utilizing the directly observed Exterior Orientations(EOs)and ground control polls(GCPs),measured by a licensed surveyor,for the purpose of orienting the individual frames for creation of the final onho imagery. In addition to the GCPs,sophisticated matching techniques will be employed to automatically create tie points for use in performing a bundle adjustment. Pictometry will utilize best available Digital Terrain Models,combined with the calibrated camera Merrier orientations,ground control points,and triangulated EOs to rectify the images.When the rectification requires a resampling of the source Imagery,a cubic convolution method will be utilized. Global color balancing will be applied to all orthophotos to create homogeneous orthophotos within the project area. Local adjustments of brightness values,Color and contrast will be performed if needed.There will be no obvious seam edge between two adjacent erthephotos.Mosaic will be created using automated aeaniiae steering, , with manual edits to eliminate feature misalignment earned by sardines which pass km features above dm elevation surface. Feature alignment across seamlines will ha 3 pixels or better. When possible,seamlines will be steered away from elevated features to improve orihophoto quality.Once the mosaic ins bees produced,the imagery will be tiled sad named according to the customer provided(or Pictomatry generated)schema for delivery. • 1 Page 19of20 Spokane Conary,WA—Cle15O8 20160420 CMT'00065-20150923 • GSA FEDERAL SUPPLY SCHEDULE CONTRACT NUMBER GS-35F-0801N("SCHEDULE") SECTOR MAP O-PICTOMETRY AN EAGLEVIEW COMPANY • . . . • . WA Spok.an• :••••:•eb•se::1411125 t . , • . , . . • • . . • . • , Ria00006 • 01010•1 . . • Mown , . 1. • . , . • ' • ,... ' • - :' • . - ,• • ..... ...w. ... •i - . . PP ••• • SP SP SO . . • • . • . • I . PO • . POW • •wag . • t• It• ( •• , • s!. $1106110 . •. I • • • ' 1 • t o '' MOURN t I. pm swms. WO ..... • ' ' . I. .44 ..... al,i OK** • • , • • • Opmerre* • • . . • . . . • • • • Atom • NhOws, . CAAcenPlus lin•127 Sq thlos • 321111.11 $3 NS X • • • -- - • - • ' C.:111t attend CS 2in•1180 Sector • — •- • .....- -_-_••-ami..._.... -._ • • UN iltacolit41115 Am•239 Sakes;V • Pap 20 of 20 Spokane County.WA-CI Id ISM 20160420 OAT-00065-20150928 _ , -- • SPOKANE COUNTY IMAGERY LICENSE AGREEMENT Fourth Party Participant The LICENSE AGREEMENT is entered into between Spokane County, (hereinafter referred to as "COUNTY" or"Licensor") and (hereinafter referred to as"Fourth Party Participant"or"Licensee"),jointly referred to as PARI TES. RECITALS: WHEREAS,pursuant to the provision of RCW 36.32.120(6), Spokane County has the care of county property and the management of county funds and business;and WHEREAS, pursuant to RCW 36.32.120(6), chapter 39.34 RCW and RCW 39.32.090, Spokane County entered into an agreement with Pictometry International Corporation for the purchase of aerial photography services,software,and support;and WHEREAS,pursuant to the provisions of chapter 39.34 RCW,two or more public entities may contact between each other to perform functions which each may individually perform;and WHEREAS, the Pictometry International Corporation Agreement allows "Authorized Subdivision(s)"to use"Delivered Content"as defined therein;and WHEREAS, Forth Party Participant is an "Authorized Subdivision" in the Pictometry International Corporation Agreement and as such desires to enter into a license agreement wherein the Fourth Party Participant may use certain"Delivered Content"under the Pictometry International Corporation Agreement subject to certain terms and conditions. NOW THEREFORE for and in consideration of the above recitals which are incorporated herein by reibrence and the mutual promises set forth hereinafter the PARTIES do hereby mutually agree as follows: SECTION I: DEFINITIONS • (a) County:"COUNTY"means Spokane County,also referred to as Licensor. (b) fourth Party Participant: "Fourth Party Participant" means those who are eligible to purchase imagery from the COUNTY by signing this SPOKANE COUNTY IMAGERY LICENSE AGREEMENT,also referred to as LICENSEE. (c) ;pokane County Pictometry Contract: "Spokane County Pictometry Contract"means the 2016 — 2021 contract executed under Spokane County Resolution 16- attached hereto as Exhibit A and incorporated herein by this reference. Page 1 of 10 SECTION 2:PURPOSE This License Agreement is intended to provide a mechanism for the Licensee(Fourth Party Participant)to purchase Spokane County Pictometry Imagery products and associated Pictometry Software under the terms and conditions of this License Agreement, from the COUNTY as allowed by the Spokane County Pictometry Contract. SECTION 3:TERM This Agreement shall commence on , 2016 and shall nm through December 31,2021. Once this Agreement is executed,it may not be terminated by either party. Provided,in the event the Spokane County Pictometry Contract is terminated, this Agreement shall also terminate. In the event of such termination, PARTIES understand that they shall not be subject to the refund or return of any costs or fees as set forth in Section 6 (Exhibit C)paid prior to the effective date of termination and may be subject to the payment of costs and fees set forth in Section 6(Exhibit C)to the end of the term of the Spokane County Pictometry Contract. §ECTION 4: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(N,S,E,W)obliques. 2.9"High Resolution Orthophotography&Four-way(N,S,E,W)obliques. 3.All other resolution Orthophotography and Area Wide Mosaics,generated by • Pictometry and included in the delivery of the primary imagery. 4. Pictometry Software: Electronic Field Study&Pictometry ArcGIS Desktop Plugin. B. The following Pictometry Products are NOT included: 1. `Pictometry Self Hosting' Software provided on a one-time fee basis purchased directly from Pictometry by eachinember wishing to use it;and, 2. "Pictometry Connect" a Web Hosting Software that is purchased annually directly from Pictometry, and • 3. "Pictometry for ESRI Web AppBullder" Software provided on a one-time fee basis purchased directly from Pictometry by each member wishing to use it. Page 2 of 10 • C. Spokane County Pictometry Sector Resolution Areas are depicted on Exhibit B, which is attached hereto and incorporated by this reference. SECTION 5:LICENSEE PARTICIPATION REQUIREMENTS LICENSEE must adhere to the following requirements: A. 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. B. The LICENSEE must abide by the licensing restrictions detailed in the Spokane County Pictometry Contract.The Spokane County Pictometry Contract entitles the LICENSEE to utilize licensed data sets in perpetuity, unless terms of the Spokane County Pictometry Contract are violated. Should a violation of the terms of the Spokane County Pictometry 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. C. Public Access of Pictometry Orthogonal and Oblique Imagery provided by the LICENSEE via Public Web Sites shall only occur by mutual agreement between the COUNTY and LICENSEE. LICENSEE is permitted to use orthogonal and/or oblique imagery for publicly accessible.pdfs,printed maps,or other such reports. SECTION 6: LICENSE FEE METHODOLOGY A.Pictometry Imagery Capture Flights will occur in 2016,2018,and 2020. B. The Licensee shall be eligible to license PICTOMETRY imagery from the COUNTY for any flight that occurs during the contract period. The Licensee can purchase just a single flights imagery and is not required to purchase imagery from all flights that occur during the contract patio' C. 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. D.Project Area Sectors can be of two resolution types:4 inch,or 9 inch. E. Sector resolution type will vary by given project year. Page 3 of 10 F. The COUNTY assigns costs toeach specific Sector based on the Spokane County Pictometry Contract for that given project flight(two-year cycle). G. Rates per Sector are based on the costs per sector type (4 inch or 9 inch) for a given Pictometry Flight Year. H. Sector resolution upgrades (e.g. from 9 inch resolution to 4 inch resolution) may occur. LICENSEE will be responsible for all costs related to a LICENSEE- requested sector upgrade for the life of the contract. I. LICENSEE sector costs are based on the total sector rate as defined in Section 5 F divided by four(as Fourth party cost participants, assuming there are three original cost-share participants— Avista, City of Spokane, and Spokane County). If an original cost-share participant terminates their participation prior to a given flight then the sector rate as defined in Section 5 F will be divided by three(the remaining number of cost-share participants plus one). J. The LICENSEE's base total cost is the sum of all individual Sectors which are within • LICENSEE service boundary. This also includes the addition of all sectors that are bisected by the service boundary.Individual sectors will not be further subdivided. K. Access to the LICENSEE imagery products will be provided either on physical media or through a Pictometry Connect account purchased by the LICENSEE. The labor and media costs for the delivery of Imagery Products on physical media will be borne by the LICENSEE and will be based on the Spokane County Annual ISD staff hourly rate tables and media costs. L. The LICENSEE's costs are itemized in Exhibit C, which is attached hereto and incorporated by this reference. M. The LICENSEE shall be billed upon given online access or hardcopy delivery of imagery products itemized in Exhibit C. LICENSEE shall pay all billings within twenty-five (25) calendar days from its receipt of any billing to pay the COUNTY. The COUNTY, at its sole option, may charge interest on late payments based on any lost interest earning had the amount due been invested since the date due to the date of payment in the COUNTY's investment pool. SECTION 7: 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. Page 4 of 10 • 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, and the LICENSEE will indemnify the COUNTY for those costs and damages finally awarded against the COUNTY for an infringement claim.The LICENSEE shall also indemnify the COUNTY for its reasonable attorney's fees arising out of such claims. SECTION 8: WARRANTY The digital data is provided "AS IS", without any warranty of 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 9: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 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 liereto shall be instituted only in courts of competent jurisdiction within Spokane County,Washington. I. Dispute Resolution. Any dispute among or between the PARTIES which cannot be Page 5 of 10 resolved among or between the PARTIES shall be subject to arbitration. Such dispute shall first be reduced to writing. If the COUNTY CEO, CITY Administrator and/or AVISTA designee cannot resolve the dispute it will be submitted to arbitration. The provisions of chapter 7.04A RCW shall be applicable to any arbitration proceeding. The PARTIES subject to the dispute shall have the right to designate one person each to act as an arbitrator. The selected arbitrators shall then jointly select another arbitrator. The decision of the arbitration panel shall be binding on the PARTIES and shall be subject to judicial review as provided for in chapter 7.04A RCW. The costs of the arbitration panel shall be equally split among the PARTIES to the dispute. J. Headings. The section headings appealing in this Agreement have been inserted solely for the purpose of convenience and ready reference. In no way do they purport to,and shall not be deemed to define,limit or extend the scope or intent of the sections to which they pertain. K. Time of Essence of Agreement. Time is of the essence of this Agreement and in case either party fails to perform the obligations on its part to be performed at the time fixed for the performance of the respective obligation by the terms of this Agreement,the other party may,at its election,hold the other party liable for all costs and damages caused by such delay. L. Execution and Approval.The PARTIES warrant that the officers executing below have been duly authorized to act for and on behalf of the party for purposes of confirming this Agreement. M. No Third party Beneficiaries. Nothing in this Agreement is intended to give, or shall give, whether directly or indirectly, any benefit or right,.greater than that enjoyed by the general public,to third persons. N. RCW 39.34 Required Clauses. (11 PURPOSE: See Section 2. • (2) DURATION: See Section 3. ( ) ORGANIZATION OF SEPARATE ENTITY AND ITS POWERS: No new or separate legal or administrative entity is created to administer the provisions of this Amt. 142 RESPONSIBILITIES OF THE PARTIES: See Agreement provisions. Page 6 of 10 01 AGREEMENT TO BE FILED: The City shall file this Agreement with its City Clerk. The County shall file this Agreement with its County Auditor or place it on its web site or other electronically retrievable public sourer. („)6 Each Party shall be responsible for the financing of its contractual obligations under its normal budgetary process. TERMINATION: See Section 3. PROPERTY UPON TERMINATION: Title to all personal property acquired by any party in the performance of this Agreement shall remain with the acquiring party upon termination of the Agreement. IN WITNESS WHEREOF, the PARTIES have caused this Agreement to be executed on the date and year set forth herein above with the effective date being the date of the last signatory. DATE: SPOKANE COUNTY(Licensor) INFORMATION SYSTEM DIRECTOR DATE: Fourth Party Participant(Licensee) BY TITLE Page 7 of 10 Exhibit A Spokane County Pictometry Contract (to follow in attached pages.) (This space intended to be blank.) Page 8 of 10 • Exhibit B Spokane Pictometry Tile Grid • (Light green tiles are nine inch resolution,purple tiles are four inch resolution,and blue tiles are four inch AccuPlus resolution) m 17 A, h • itis: CTOMETRY w� • AN IAGLIVIIW COMPANY +1, .•'x'#er a ---1°$,---0,,". - "E ! t • T• 4 I r .t W • {fir ; f Y ...4.--, . .;. • • • < 4 I' ti y J • • a • • I • Tf Iiic •• .A, t- c •p•�..,Ar• •��c..s q). 4•1.60•1••••••at/ s •Y!••.••••.t•a..•sT aa.• RIB,• • • • * :. . . - • • • . • i .wr- ii .iv sq T I • IAM a w x - • • sms aaabed c4 sn-lae betas Sandsid NS kin•231 Sidon I Page 9 of 10 Exhibit C: Spokane Pictometry Itemized Fourth Party Participant(Licensee)Costs (Assuming three original cost-share participants,thus a four-way cost split) Licensee: Four Inch Sector Tiles Cost 4 Way Split Number Total $ $ Nine Inch Sector Tiles Cost 4 Way Split Number Total $ $ $ Data Preparation Hourly Labor Rate Total Hours Fee $ S . $ _ Media Cost $__ Grand Total $ Page 10.110