23-152.00 Spokane CountySPOKANE COUNTY IMAGERY LIMITED LICENSE AGREEMENT
Second Party Participant
THIS LIMITED LICENSE AGREEMENT (the "Agreement") is entered into by and between
Spokane County, a political subdivision of the State of Washington, having offices for the principal
place of business at 1116 West Broadway Avenue, Spokane, Washington 99260,
(hereinafter "COUNTY"), and the City of Spokane Valley, a political subdivision of the State of
Washington, having offices for the principal place of business at 10210 East Sprague Ave,
Spokane Valley Washington 99206, (hereinafter "LICENSEE"), each hereinafter also referred to
as a "Party" and collectively the "Parties".
RECITALS:
WHEREAS, pursuant to the provision of RCW 36.32.120(6), 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, 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, which is attached
hereto as Exhibit "A" and herein incorporated by this reference, authorizes certain
"Authorized Subdivision(s)" to use "Delivered Content" as defined therein; and
WHEREAS, LICENSEE is an "Authorized Subdivision" contemplated under the terms
and conditions of the Pictometry International Corporation Agreement and is hereby desirous of
entering into this license agreement wherein the LICENSEE 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, Washington, and is the Licensor of this
Agreement.
(b) Licensee: The "LICENSEE" means City of Spokane Valley, Washington,
which is an Authorized Subdivision and Second Party Participant contemplated
under the terms and conditions of the Pictometry International Corporation
Agreement and, in accordance with which, is eligible to purchase imagery from the
COUNTY by signing and entering into this Agreement.
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(c) Spokane County Pictometry Agreement: "Spokane County Pictometry Agreement"
means the 2022 — 2027 contract executed under Spokane County Resolution 22-0214,
attached hereto as Exhibit "A" and incorporated herein by this reference.
(d) Data: "Data" means any digital representation of information, knowledge, facts,
concepts, data programs, or instructions that are being prepared or have been prepared
in a formalized manner and are intended for use in a data network, data program, data
services, or data system that is disclosed or exchanged as described by this Agreement.
SECTION 2: PURPOSE
This Agreement is intended to provide a mechanism for LICENSEE to purchase a limited
license to access Spokane County Pictometry Imagery Products and Software (the "Pictometry
Products and Software"), as defined herein, from the COUNTY as authorized pursuant to the terms
and conditions of the Spokane County Pictometry Agreement.
SECTION 3: TERM
This Agreement shall commence on 05/15/2023, and shall terminate at 5:OOPM PST on
December 31, 2027.
Once this Agreement is executed by the Parties, it shall not be terminated by either Party
at any time or for any reason. Provided, however, in the event the Spokane County Pictometry
Agreement is terminated, this Agreement shall also automatically terminate effective on the same
date and time of termination of the Spokane County Pictometry Agreement. In the event of such
termination, the Parties understand that there shall be no refund of any costs or fees incurred as a
result of this Agreement of any kind, as set forth in Section 6 of this Agreement, and COUNTY
may demand LICENSEE to pay any and all remaining costs and fees due to COUNTY, as set forth
in Section 6, up to the end of the term of the Spokane County Pictometry Agreement.
SECTION 4: LICENSED PRODUCTS
Pictometry Products and Software consist of Geo-registered digital oblique and orthogonal
images and associated Pictometry software, collectively the "Data", as defined hereinabove. More
particularly they include:
A. Spokane County Licensed Pictometry Products include:
4" High Resolution Orthophotography and Four-way (North, South, East, West)
obliques; and
2. 9" High Resolution Orthophotography and Four-way (North, South, East, West)
obliques; and
3. All other resolution Orthophotography and Area Wide Mosaics, generated by
Pictometry and included in the delivery of the primary imagery; and
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4. Pictometry Software: Electronic Field Study and 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.
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 shall adhere to the following requirements:
A. The LICENSEE shall maintain the Spokane County/Pictometry copyrighted Data as proprietary
Data, as set forth in the terms and conditions of the Spokane County Pictometry Contract.
B. The LICENSEE shall abide by all licensing terms, conditions, and restrictions detailed in the
Spokane County Pictometry Agreement, which is attached hereto as Exhibit "A" and herein
incorporated by this reference. The Spokane County Pictometry Agreement entitles the
LICENSEE to utilize licensed Data sets pursuant to the terms and conditions of said Spokane
County Pictometry Agreement, unless terms of the Spokane County Pictometry Agreement are
violated. Should LICENSEE violate any of the terms, conditions, and/or restrictions of the
Spokane County Pictometry Agreement, and LICENSEE does not resolve or cure said violation
to the COUNTY's sole satisfaction, the LICENSEE's rights under this Agreement will be
terminated. In the event of said termination, the LICENSEE shall return all Data provided
hereunder 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 written 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 2022, 2024, and 2026.
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B. Subject to the terms and conditions of this Agreement, the LICENSEE shall be eligible to
purchase Pictometry imagery from the COUNTY for any flight that occurs during the contract
period. The Licensee may chose to purchase just a single flight's imagery or imagery from all
flights that occur during the term of this Agreement, the LICENSEE is not required to purchase
imagery from all flights.
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 one (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. Project Area Sector resolution type may vary by given project year.
F. The COUNTY assigns costs to each specific Project Area Sector based on the Spokane County
Pictometry Agreement for that given project flight (two-year cycle).
G. Rates per Project Area Sector are based on the costs per sector type (4 inch or 9 inch) for a
given Pictometry Flight Year.
H. Project Area 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 this Agreement.
I. LICENSEE sector costs are based on the total sector rate as defined in Section 5, F., of the
Spokane County Pictometry Agreement divided by two (2) (as Second Party cost participants,
assuming there is one original cost -share participant —Spokane County).
J. The LICENSEE's base total cost is the sum of all individual Project Area 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 Data, including 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 Data on physical media will be borne by the LICENSEE and will
be based on the Spokane County Annual Information Technology Department 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.
Page 4 of 11
M. The LICENSEE shall be billed upon given online access or hardcopy delivery of imagery
products itemized in Exhibit "C". LICENSEE shall pay all amounts due to COUNTY within
twenty-five (25) calendar days from its receipt of any billing. The COUNTY, at its sole option,
may charge interest at a rate of twelve percent (12%) per annum or the maximum allowable rate
by law on late payment starting and accruing thereafter from the date of payment due for any
amounts past due.
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.
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 attributable solely and exclusively to acts or omissions of LICENSEE,
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 Parry 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 Parry 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.
Page 5 of 11
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. Non -Discrimination. The Parties, their employees, and agents shall not discriminate
against any person based on race; religion; color; sex; gender identity and expression;
pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth,
or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic
information; disability; veteran status; or any class protected by local, state, or federal law.
H. Venue Stipulation. This Agreement shall be construed under the laws of the state of
Washington. 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
resolved among or between the Parties shall be subject to binding arbitration. Such dispute
shall first be reduced to writing. Thereafter, If the Parties cannot resolve the dispute it will
be submitted to binding 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
appertain.
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.
Page 6of11
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 Agreement.
RESPONSIBILITIES OF THE PARTIES: See Agreement provisions.
AGREEMENT TO BE FILED: 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 SIGNED: 05/16/2023
DATE SIGNED
Page 7 of 11
SPOKANE COUNTY (Licensor)
INFORMATION TECHNOLOGY
DIRECTOR
b y Zb� 3 Second Party Participant (Licensee)
BY
AAI- G,a
TITLE
Exhibit A
Spokane County Pictometry Contract
(see provided contract document)
(This space intended to be blank.)
Page 8 of 11
EXHIBIT a:
Quote for City of Spokane Valley — Requested 2022 Aerial Imager
Spokane Pictometry Tile Grid
(Light green tiles are nine -inch rsoltSQRpurple t!e are four -
inch resolution, anJbu tiles are four inc AcuP u resolution)
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Page 9 of11
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Pietometry 2022 Flight Grid Cities &Towns j AccuPLUS (4 inch)
Flight Plan Sectors Valley Watershed Extent j�- Metro (4inch)
Spokane Valley Tiles ; Rural (9 inch)
EXHIBIT C:
Spokane Pictometry Itemized Second Party Participant (Licensee) Costs (Assuming one
original cost -share participant, thus a two-way cost split)
Licensee: City of Spokane Valley
Four Inch Sector Tiles
Cost
2 Way Split
'/a of/a Section # Sq Mile
Total
(AccuPlus)
Total
$480.00
$240.00
82 20.5
$4,920.00
Four Inch Sector Tiles
Cost
2 Way Split
'/a of/a Section # Sq Mile
Total
$320.00
$160.00
252 63
$10,280.00
Nine Inch Sector Tiles
Cost
2 Way Split
'/a Section # Sq Mile
Total
$70.00
$35.00
80 20
$700.00
Licensee Sub -Total $15,900.00
Data Preparation
Hourly Labor Rate Est. Hours
Total
Service Area Delineation
x
$0.00
0
$0.00
Data Preparation xx
$115.92
3
$347.76
Est. Labor Sub -Total
$347.76
Media Cost
$00.00
Est. Grand Total $16,247.76
No charge for Service Area Delineation if the area is the same as what was used for the last agreement
"Actual hours required to do the data preparation may differ from estimate above.
NO. 22-0214_
BEFORE THE BOARD OF COUNTY COMMISSIONERS
OF SPOKANE COUNTY, WASHINGTON
IN THE MATTER OF AUTHORIZING THE )
PURCHASE OF CERTAIN AERIAL )
PHOTOGRAPHY SERVICES, SOFTWARE, ) RESOLUTION
AND SUPPORT AGAINST GSA )
CONTRACT NO. GS-35F-081N — PROJECT )
NO. P 12826 )
WHEREAS, pursuant to the Constitution and laws of the State of Washington, Spokane
County, Washington is a class A county duly organized and existing; and
WHEREAS, pursuant to the provisions of the Revised Code of Washington ("RCW")
36.01.030, the powers of Spokane County can only be exercised through the Board of County
Commissioners of Spokane County, Washington ("Board" or "Board of County Commissioners");
and
WHEREAS, pursuant to the provisions of RCW 36.32.120(6), the Board of County
Commissioners has the care of Spokane County ("County") property and the management of
County funds and business; and
WHEREAS, the General Services Administration ("GSA"), an agency ofthe United States
Government, has executed a non-exclusive, unit priced, indefinite quantity, term Master Contract
under GSA Contract No. GS-3517-0801 (the "GSA Contract") with Pictometry International
Corporation, 25 Methodist Hill Drive, Rochester, NY 14623-4270 ("Pictometry International
Corporation") for general purpose commercial information technology equipment, software, and
services, including all related and ongoing support and maintenance services (all hereinafter
referred to as "Aerial Photography Services"); and
WHEREAS, pursuant to RCW 39.32.090, the Board shall have power to purchase
supplies, materials, electronic data processing and telecommunication equipment, software,
services, and/or equipment from or through the United States Government without calling for bids,
notwithstanding any law or charter provision to the contrary; and
WHEREAS, in order to meet Spokane County Assessor and other County department
needs for aerial photography services, software, and support, the Information Technology
Department entered into negotiations with Pictometry International Corporation for a contract for
aerial photography services, software, and support; and
WHEREAS, the Information Technology Department has advised that the cost for aerial
photography services to be furnished by Pictometry International Corporation under the GSA
Contract is estimated to be seven hundred seventy four thousand six hundred eleven dollars and
zero cents ($774,611.00 USD excluding tax); and
Page 1 of 3
WHEREAS, the Director of Information Technology Department, and the Purchasing
Manager recommend that the Board:
(1) Ratify the Information Technology Department contract negotiations with
Pictometry International Corporation for Aerial Photography Services, including
all related and ongoing software and support services, Project No. P12826; and
(2) Authorize, pursuant to RCW 39.32.090, that said contract when finalized (including
any modifications change orders and purchase orders) for Aerial Photography
Services as negotiated by the Information Technology Department with Pictometry
International Corporation be executed by the Chair of the Board or a majority of
the Board at other than an open public meeting.
NOW, THEREFORE BE IT HEREBY RESOLVED by the Board of County
Commissioners of Spokane County, Washington, pursuant to the provisions of RCW 36.32.120(6)
and RCW 36.32.090, that:
(1) The contract negotiations as entered into by the Information Technology Department
with Pictometry International Corporation for a contract for Aerial Photography
Services, including software and support services is hereby ratified by the Board of
County Commissioners; and
(2) The County Director of Information Technology Department and County Purchasing
Manager (or his designee) are hereby authorized to negotiate and execute a contract
with Pictometry International Corporation via GSA Contract No. GS-35F-0801N
(including any contract modifications, amendments, changes, term renewals, or other
documents related thereto) for the ongoing procurement of Aerial Photography
Services and all ongoing related software and support services; and
(3) The cost for Aerial Photography Services under a contract via GSA Contract No. GS-
35F-0801 N are estimated to be seven hundred seventy four thousand six hundred
eleven dollars and zero cents ($774,611.00 USD excluding tax); AND
(4) The Chair of the Board or a majority of the Board be authorized to execute at other
than an open public meeting, any contract documents, modifications, purchase orders,
and change orders necessary to complete said procurements as set forth in Item 2,
inclusive of any applicable sales taxes and all related ongoing support services; and
(5) The County Director of the Information Technology Department, or her designee, is
hereby designated as the Contract Administrator for any contract entered into with
Pictometry International Corporation, and the Project Manager for any contract
entered into with Pictometry International Corporation shall be an appointee of the
Contract Administrator, and
Page 2 of 3
(6) The Director of Information Technology is hereby authorized to: (a) execute
modifications and/or changes to the initial written agreement, or to the project, with a
total scope and fee impact value of less than $50,000.00 USD, at other than an open
public meeting so long as the funding for any such modification or change has been
approved by the Board of County Commissioners; and (b) to execute and modify on
an ongoing basis at other than an open public meeting, any and all necessary
agreements entitled "Spokane County Imagery License Agreement" (attached hereto
and herein incorporated by reference as Exhibit "A"); and
(7) For execution of modifications, renewals, and changes to the written contract with a
total scope and fee value of greater than $50,000.00 USD, a majority of the Board of
County Commissioners, or its Chair acting on behalf of the Board, is authorized to
execute any written agreement(s), modification(s), purchase order(s), change order(s),
renewal(s), any document(s) and any amendment(s) thereto, at other than an open
public meeting.
BE IT FURTHER RESOLVED by the Board of County Commissioners of Spokane
County, Washington, that the Board has individually reviewed and considered each any every
recital set forth herein above, and to the extent necessary to support the action herein, does adopt
the same.
PASSED AND ADOPTED this ,2q thsday of , 2022.
of �oMM�Ss
O�h��E COGy�'oy�
m m
s.� SEAL.4;5�
ATTEST: VEcau
f
Ginna Vasquez, Clerk of a Boa
Page 3 of 3
BOARD OF COUNTY COMMISSIONERS
OF SPOKANE COUNTY, WASHINGTON
MARY L. EY, Chair
AL FRENC4f, Vice -Chair
n�
JO H KERNS, Commissioner
22-02-14
AGREEMENT BETWEEN
PICTOMETRY INTERNATIONAL CORP. ("PICTOMETRY") AND
SPOKANE COUNTY, WA, A POLITICAL SUB -DIVISION OF THE STATE OF WASHINGTON
("CUSTOMER") (EACH A "PARTY" AND COLLECTIVELY, THE "PARTIES")
1. 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:
• Delivered Content Terms and Conditions of Use
• Online Services General Terms and Conditions
• Web Visualization Offering Terms and Conditions
• Software License Agreement
Section C: Non -Standard Terms and Conditions
Appendix 1: Photogrammetric Product Specifications
Map(s)
(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.
2. 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): Section C: Non -Standard
Terms and Conditions; Appendix 1: Photogrammetric Product Specifications; Section A: Product Descriptions, Prices and
Payment Terms; License Terms in order as listed above under the heading'Section B: License Terms; and Order Form.
3. All notices under this Agreement shall be in writing and shall be sent to the following respective addresses:
CUSTOMER NOTICE ADDRESS
1208 W. Broadway
Spokane, WA 99260
Attn: Kevin Norris Applications Services Manager
Phone: 509 477-4231 Fax:
PICTOMETRY NOTICE ADDRESS
25 Methodist Hill Drive
Rochester, New York 14623
Attn: General Counsel
Phone: 585 486-0093 Fax: 585 486-0098
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 registered United States mail, return receipt requested. Notice shall
be deemed given when actually received or when delivery is refused.
4. This Agreement, including all licenses granted pursuant to it, shall be binding upon and inure to the benefit of the parties hereto,
their successors and permitted assigns, but shall not be assignable by either party except that (i) Pictometry shall have the right to
assign its right to receive Fees under this Agreement, provided no such assignment shall affect Pictometry's obligations hereunder,
and (ii) Pictometry shall have the right to assign all its rights under this Agreement to any person or entity, provided the assignee
has assumed all of Pictometry's obligations under this Agreement.
5. 1N NO EVENT SHALL EITHER PARTY BE LIABLE, UNDER ANY CAUSE OF ACTION OF ANY KIND ARISING OUT
OF OR RELATED TO THIS AGREEMENT (INCLUDING UNDER THEORIES INVOLVING TORT, CONTRACT,
NEGLIGENCE, STRICT LIABILITY, OR BREACH OF WARRANTY), FOR ANY LOST PROFITS OR FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY THE
OTHER PARTY OR OTHERS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. With respect to any claims that Customer may have or assert against Pictometry on any matter relating to this Agreement, the total
liability of Pictometry shall, in the aggregate, be limited to the aggregate amount received by Pictometry pursuant to this
Agreement.
Page 1 of 28 Spokane County, WA - C23859125 2022-02-15 C-0001-20200910.8
7. The-- waiver by either party of any dcfauit by the other sh; ll no;. waivo subsequent defaults of the rarne or difEtrent kind.
to the event that any oft' e provisions of this Agreemerf shall be held by a court or other tribu-nal of'corripetert jin•isrJiction ui be
unen.orceabie, such provision will be enforced to the inaxinium extent per- missibic and the rernaining portions of this Agreement
shall remain in full force and offset.
`). Except With respect to Customer's prtyme.nt obligations for services delivered, relx?rwc delivered or any ongoing--mbse.i ption
payment obligation., each party will be excused fram pur formance under ti:is Agreement, will not be deerr_ed to be in breach
hcrcof, and ;gill have no liability- to the ether pasty whatsaever if either party is prevr_r_te f From performing any of its obligations
aemunder, in whole orin part, as a result of a Force rce. Majcsalc Event. A "Pori c <Vlajeurc 1:vc tSt" :uc t2r s amevent or occurrence
beyond the control of the nonperfunraing ;tarty, Such as an act ofGod or of the public enemy, embargo Or ether act of gover nment
in either its sovereign or contractual capacity, government regulation. travel bar, or reaucst, court order, civil disturbance,
.Lrrorisin, war, quara nti.ile restrte tJOn, opideneic, virus, t:re, we;a ther• flood, accidCrf; strike, SIOL�+tle211'n, delay i7 t:dnsl?orta.tion,
electrical power outage, intc-ruption or deg adaEon in electronic communications systems, hiability to obtain necessary labor,
mak ials or manufacturing facilities, and othe-similar events. In the Gwent of any delay resulting fiord a Force Majeure:.cent,
any date of delivery hereunder will be extended for a period equal to the time- lost because of the delay.
10. In con&idrxabor_ oi; and subject to, pay went by Customer of the Fees specified in Section A of this: Agrrxnnen' , Pictometry, agree::
to provide Customer with ;ace qs to and use of the produe:ts specified in So.,lion A. of this Agreement, subject to the terms and
conditions set faith in this Agr vricnt. Customs- hereby agrees to pay the Fees Specified m `section A of this At?reernent ill
accordance with tho :stilted payrient to -us and accepts and agrees to abide sty the terms of this Agrc--m-mit.
'I -his Agreement shall becornc cffactive upatt execution by duly authorized officers of Customer and Ple tolnerry and re:acipt by
?ictorictry of such Cully executed docLunent, such date of receipt by Pictomett•y being the "I tccti4C Date!'
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SECTION A
Pictometry International Corp.
25 Methodist Hill Drive
Rochester, New York 14623
ILL TO
Spokane County,WA
Jen Walter, Executive Assistant
1208 W. Broadway
Spokane, WA 99260
509 477-4138
itap@spokanecounty.org
PRODUCT DESCRIPTIONS, PRICES AND PAYMENT TERMS
HIP TO
Spokane Count WA
Kevin Norris Application Services Manager
1208 W. Broadway
Spokane, WA 99260
509 477-4231
knonis@spokanecounty.org
ORDER#
C23859125
CUSTOMER ID SALES REP FREQUENCY OF PROJECT
A 118391 dwalt Biennial
FIRST PROJECT
QTY
PRODUCT NAME
PRODUCT DESCRIPTION
LIST PRICE
DISCOUNT
AMOUNT[
PRICE
1,476
Reveal Essentials+
Provides ortho and oblique imagery at a Community level.
$ 70.00
$ 103,320.00
Community
Deliverables include measurable oblique and ortho imagery
at a community resolutions. Color balanced orthomosaic
imagery is generated by a fully automated
,photogrammetric process and delivered digitally in various
formats with the associated metadata.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
Product Parameters:
Leaf.•
Leaf Off: Less than 30% leaf cover
236
Reveal Essentials+ Property
Provides high resolution ortho and oblique imagery at a
$ 400.00
$ 320.00
$ 75,520.00
Property level. Deliverables include measurable oblique
(20% - Long
and ortho imagery at a property resolutions. Color balanced
Term Incentive
orthomosaic imagery is generated by a fully automated
Discount)
photogrammetric process and delivered digitally in various
formats with the associated metadata.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
Product Parameters:
Leaf
Leaf Off. Less than 30% leaf cover
135
Reveal Advanced Property
Provides measurable high resolution ortho and oblique
$ 600.00
$ 480.00
$ 64,800.00
imagery at the Property resolution as well as Reveal Four
(20% - Long
Band Color Infrared, Reveal Certified Ortho and Reveal
Term Incentive
TrueTouch add -on features. Color balanced orthomosaic
Discount)
imagery is generated by a fully automated
photogrammetric process and delivered digitally in various
formats with the associated metadata.
Applicable Terms and Conditions: Delivered Content
Terns and Conditions of Use
Product Parameters:
Coverage Area Format:
Shapefile
Leaf
Leaf Off. Less than 30% leaf cover
2
CONNECT Gov 50 Package
CONNECT Gov 50 Package provides Customer with
$ 3,500.00
$ 1,475.00
$ 2,950.00
access to and use of Pictometry Connect- CA - 50,
(57.8571%)
Pictometry Connect View - CA, and CONNECT
ImageService CA as described elsewhere in this
[Agreement.
Page 3 of 28
Spokane County, WA—C23859125 2022-02-15
C-0001-20200910.8
Applicable Terms and Conditions: Online Services General
Terms and Conditions -,Software License Agreement
2
CONNECT ImageServiee
Connect Image Service - CA (Custom Access) provides
$2,000.00
$0.00
$0.00
CA
access via a secure web mapping service to existing
(100%)
otthomosaics available within Customer's Connect
account. This service allows use by Customer each
calendar month of a total number of image request
transactions equal to the product resulting from multiplying
(a) the number of concurrent users authorized to use the
Connect Image Service pursuant to this Agreement, by (b)
1500 (such product being the "Monthly Image Request
Limit"). To the extent use of the Connect Image Service
pursuant to this Agreement results in a total number of
image request transactions in excess of the Monthly Image
Request Limit, Pictometry may review the usage with
Customer, increase the price for Customer's Connect
Image Service with Customer's consent or, in Pictometry's
discretion, suspend further access by Customer to the
Connect Image Service. This offering is provided solely for
internal use within Customer's organization. Customer
must maintain an active paid Pictometry Connect account
in order to utilize the Connect Image Service.
Applicable Terms and Conditions: Online Services General
Terms and Conditions
2
Pictometry Connect View -
Pictometry Connect View - CA (Custom Access) provides
$750.00
$0.00
$0.00
A
visualization -only access to the Pictometry-hosted custom
(100%)
imagery Libraries specified elsewhere in this Agreement via
a web application or server based integration. Requires a
customer -provided web application or server based
application. With respect to imagery available through this
product to third parties or the Public, Pictometry reserves
the right to reduce the resolution of the imagery available.
Term commences on date of activation. The quantity
represents the number of years in the Connect term.
Applicable Terms and Conditions: Web Visualization
Offering Terms and Conditions
Product Parameters:
Admin User Name:
Kevin Norris
Admin User Email.-
knorris(alspokanecounty.org
2
Pictometry Connect - CA -
Pictometry Connect - CA - 50 (Custom Access) provides
$2,200.00
$0.00
$ 0.00
0
up to 50 concurrent authorized users the ability to login and
(1000%)
access the Pictometry-hosted custom imagery libraries
specified elsewhere in this Agreement via a web -based,
server -based or desktop integration. The default
deployment is through web -based Pictometry Connect.
Term commences on date of activation. The quantity
represents the number of years in the Connect term.
Applicable Terms and Conditions: Online Services General
Terms and Conditions;Software License Agreement
Product Parameters:
Admin User Name:
Kevin Norris
Admin User Email•
knorrisaspolcanecounty.org
1
Pictometry for Esri Web
Pictometry for Esri Web AppBuilder is a server based
S 1,990.00
$0.00
S 0.00
ppBuilder
widget for installation on Customer's server that allows
(1000/0)
users with valid Pictometry Connect accounts to access
oblique and orthogonal imagery within web applications
authored using Web AppBuilder for ArcGIS (Developer
Edition) available separately from Esri. Requires a
Pictometry Connect account.
Applicable Terms and Conditions: Software License
Agreement
Product Parameters:
Page 4 of 28 Spokane County, WA — C23859125 2022-02-15 C-0001-20200910.8
Server Inlegration:
Web AppBuilder (Both Visualization and
Analytics)
1
Oblique Imagery Bundle
Includes digital copy of the Licensed Documentation for
$ 0.00
$ 0.00
w/ Two(2) Yrs of EFS Maint
the License Software, two (2) End User Training Sessions,
& Support
one (1) Advanced User Technical Training, one (1)
Administration / IT Training Session, ten (10) hours of
telephone support, one copy of Pictometry Electronic Field
Study (EFS) software, latest version, on the storage media
specified herein, and access to download updated versions
of the EFS Licensed Software for a period of two years
from the initial date of shipment ofthe EFS software, along
with a copy of the updated documentation.
Applicable Terms and Conditions: Software License
Agreement
I
RapidAccess - Disaster
RapidAccess - Disaster Response Program is an emergency
S 0.00
$ 0.00
Response Program
response program offering flights after an emergency or
disaster. Refer to the attached detailed description of the
Disaster Response Program.
Applicable Terms and Conditions: Order Form
1
Pictometry Connect -
Pictometry Connect - EarlyAccess provides authorized
$ 10,000.00
$ 0.00
S 0.00
EarlyAccess
users the ability to login and access the imagery, as
(100%)
specified elsewhere in this agreement, immediately
following its preliminary processing and quality control
checks and prior to its final processing. Early Access
imagery will become available in CONNECT Explorer
incrementally as it is processed and it will remain available
until final, fully processed imagery is made available
through other means. This offering requires an active
Pictometry CONNECT account and the current purchase o
access to an imagery product.
Applicable Terms and Conditions: Online Services General
Terms and Conditions
1,847
Reveal Orthomosaic -
This product represents a single orthomosaic, combining
$ 0.00
$ 0.00
Combined
tiles of multiple resolutions with the best -available
resolution preferred
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
Product Parameters:
Leaf-
LeafOff. Less than 30% leaf cover
SUBTOTAL $246 590.0
SECOND PROJECT
QTY
PRODUCT NAME
PRODUCT DESCRIPTION
LIST PRICE
DISCOUNT
AMOUNT'
PRICE •/.
1,476
Reveal Essentials+
Provides ortho and oblique imagery at a Community level.
$ 70.00
S 103,320.00
Community
Del iverables include measurable oblique and ortho imagery
at a community resolutions. Color balanced orthomossic
imagery is generated by a fully automated
photogrammetric process and delivered digitally in various
formats with the associated metadata.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
Page 5 of 28 Spokane County, WA — C23859125 2022-02-15 C-0001 -20200910.8
Product Parameters:
Leaf
Leaf Off: Less than 30% leaf cover
236
Reveal Essentials+ Property
Provides high resolution ortho and oblique imagery at a
$400.00
$342.00
S 80,712.00
Property level. Deliverables include measurable oblique
(14.5%- Long
and ortho imagery at a property resolutions. Color balanced
Term Incentive
orthomosaic imagery is generated by a fully automated
Discount)
photogrammetric process and delivered digitally in various
formats with the associated metadata.
Applicable Terms and Conditions: Delivered Content
Terns and Conditions of Use
Product Parameters:
Leaf.
Leaf Off Less than 30% leaf cover
135
Reveal Advanced Property
Provides measurable high resolution ortho and oblique
$600.00
$513.00
S 69,255.00
imagery at the Property resolution as well as Reveal Four
(14.5% - Long
Band Color Infrared, Reveal Certified Ortho and Reveal
Tenn Incentive
TrueTouch add -on features. Color balanced orthomosaic
Discount)
imagery is generated by a fully automated
photogrammetric process and delivered digitally in various
formats with the associated metadata.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
Product Parameters:
Coverage Area Format:
Shapefile
Leaf -
Leaf Off: Less than 30% leaf cover
2
CONNECT Gov 50 Package
CONNECT Gov 50 Package provides Customer with
$3,500.00
$2,950.00
S 5,900.00
access to and use of Pictometry Connect- CA - 50,
(15.714%)
Pictometry Connect View - CA, and CONNECT
ImageService CA as described elsewhere in this
Agreement.
Applicable Terms and Conditions: Online Services General
Terms and Conditions;Software License Agreement
2
Pictometry Connect - CA -
Pictometry Connect - CA - 50 (Custom Access) provides
$2,200.00
S 0.00
$0.00
50
up to 50 concurrent authorized users the ability to login and
(100%)
access the Pictometry-hosted custom imagery libraries
specified elsewhere in this Agreement via a web -based,
server -based or desktop integration. The default
deployment is through web -based Pictometry Connect.
Term commences on date of activation. The quantity
represents the number of years in the Connect tern.
Applicable Terms and Conditions: Online Services General
Terms and Conditions;Software License Agreement
Product Parameters:
Admin User Name:
Kevin Norris
Admin User Email:
knorrisAspokanecounty.org
I
Oblique Imagery Bundle
Includes digital copy of the Licensed Documentation for
$0.00
S 0.00
w/Two(2) Yrs of EFS Maint
the License Software, two (2) End User Training Sessions,
& Support
one (1) Advanced User Technical Training, one (1)
Administration / IT Training Session, ten (10) hours of
telephone support, one copy of Pictometry Electronic Field
Study (EFS) software, latest version, on the storage media
specified herein, and access to download updated versions
of the EFS Licensed Software for a period of two years
from the initial date of shipment of the EFS software, along
with a copy of the updated documentation.
Applicable Terms and Conditions: Software License
Agreement
1
RapidAccess - Disaster
RapidAccess - Disaster Response Program is an emergency
$0.00
so.
Response Pro ram
response program offering flights after an emergency or
Page 6 of 28 Spokane County, WA — C23859125 2022-02-15 C-0001-20200910.8
disaster. Refer to the attached detailed description of the
Disaster Response Program.
Applicable Terms and Conditions: Order Form
1
Pictometry Connect -
Pictometry Connect - EarlyAccess provides authorized
10,000.00
$ 0.00
$ 0.00
EarlyAccess
users the ability to login and access the imagery, as
(100%)
specified elsewhere in this agreement, immediately
following its preliminary processing and quality control
checks and prior to its final processing. Early Access
imagery will become available in CONNECT Explorer
incrementally as it is processed and it will remain available
until final, fully processed imagery is made available
through other means. This offering requires an active
Pictometry CONNECT account and the current purchase o
access to an imagery product.
Applicable Terms and Conditions: Online Services General
Terms and Conditions
1,847
Reveal Orthomosaic -
This product represents a single orthomosaic, combining
$ 0.00
$ 0.00
Combined
tiles of multiple resolutions with the best -available
resolution preferred
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
Product Parameters:
Leaf
Leaf Off: Less than 30"/u leaf cover
2
CONNECT lmageService
Connect Image Service - CA (Custom Access) provides
$ 2,000.00
$ 0.00
$ 0.00
CA
access via a secure web mapping service to existing
(100%)
orthomosaics available within Customer's Connect
account. This service allows use by Customer each
calendar month of a total number of image request
transactions equal to the product resulting from multiplying
(a) the number of concurrent users authorized to use the
Connect Image Service pursuant to this Agreement, by (b)
1500 (such product being the "Monthly Image Request
Limit"). To the extent use of the Connect Image Service
pursuant to this Agreement results in a total number of
image request transactions in excess of the Monthly Image
Request Limit, Pictometry may review the usage with
Customer, increase the price for Customer's Connect
Image Service with Customer's consent or, in Pictometry's
discretion, suspend further access by Customer to the
Connect Image Service. This offering is provided solely for
internal use within Customer's organization. Customer
must maintain an active paid Pictometry Connect account
in order to utilize the Connect Image Service.
Applicable Terms and Conditions: Online Services General
Terms and Conditions
2
Pictometry Connect View -
Pictometry Connect View - CA (Custom Access) provides
$ 750.00
$ 0.00
$ 0.00
CA
visualization -only access to the Pictometry-hosted custom
(100%)
imagery libraries specified elsewhere in this Agreement via
a web application or server based integration. Requires a
customer -provided web application or server based
application. With respect to imagery available through this
product to third parties or the Public, Pictometry reserves
the right to reduce the resolution of the imagery available.
Term commences on date ofactivation. The quantity
represents the number of years in the Connect term.
Applicable Terms and Conditions: Web Visualization
Offering Terms and Conditions
Product Parameters:
Admin User Name:
Kevin Norris
Admin User Email:
knorris@spokanecounty.org
SUBTOTALI $259,187.001
Page 7 of 28 Spokane County, WA — C23859125 2022-02-15 C-0001-20200910.8
IRD PROJECT
QTY
PRODUCT NAME
PRODUCT DESCRIPTION
LIST PRICE
DISCOUNT
AMOUNT'
PRICE •/.
1,476
Reveal Essentials+
Provides ortho and oblique imagery at a Community level.
$ 70.00
S 103,320.00
Community
Deliverables include measurable oblique and ortho imagery
at a community resolutions. Color balanced orthomosaic
imagery is generated by a fully automated
photogrammetric process and delivered digitally in various
formats with the associated metadata.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
Product Parameters:
Leaf..
Leaf Off Less than 30% leaf cover
236
Reveal Essentials+ Property
Provides high resolution ortho and oblique imagery at a
$ 400.00
$ 364.00
$ 85,904.00
Property level. Deliverables include measurable oblique
(9% - Long
and ortho imagery at a property resolutions. Color balanced
Term Incentive
orthomosaic imagery is generated by a fully automated
Discount)
photogrammetric process and delivered digitally in various
formats with the associated metadata.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
Product Parameters:
Leaf
Leaf Off: Less than 30% leaf cover
135
Reveal Advanced Property
Provides measurable high resolution ortho and oblique
$ 600.00
S 546.00
$ 73,710.00
imagery at the Property resolution as well as Reveal Four
(9% - Long
Band Color Infrared, Reveal Certified Ortho and Reveal
Term Incentive
TrueTouch add -on features. Color balanced orthomosaic
Discount)
imagery is generated by a fully automated
photogrammetric process and delivered digitally in various
formats with the associated metadata.
Applicable Terns and Conditions: Delivered Content
Terms and Conditions of Use
Product Parameters:
Coverage Area Format:
Shapeftle
Leaf
Leaf Off: Less than 30% leaf cover
2
CONNECT Gov 50 Package
CONNECT Gov 50 Package provides Customer with
$ 3,500.00
$ 2,950.00
$ 5,900.00
access to and use of Pictometry Connect - CA - 50,
(15.714%)
Pictometry Connect View - CA, and CONNECT
ImageService CA as described elsewhere in this
Agreement.
Applicable Terns and Conditions: Online Services General
Terms and Conditions;Software License Agreement
2
Pictometry Connect View -
Pictometry Connect View - CA (Custom Access) provides
$ 750.00
$ 0.00
$ 0.00
CA
visualization -only access to the Pictometry-hosted custom
(100%)
imagery libraries specified elsewhere in this Agreement via
a web application or server based integration. Requires a
customer -provided web application or server based
application. With respect to imagery available through this
product to third parties or the Public, Pictometry reserves
the right to reduce the resolution of the imagery available.
Term commences on date of activation. The quantity
represents the number of years in the Connect tern.
Applicable Terms and Conditions: Web Visualization
Offering Terms and Conditions
Product Parameters:
Admin User Name:
Kevin Norris
Admin User Email:
knonisCalspokanecounty.org
Page 8 of 28 Spokane County, WA — C23859125 2022-02-15 C-0001-20200910.8
2
Pictometry Connect - CA -
Pictometry Connect - CA - 50 (Custom Access) provides
$ 2,200.00
$ 0.00
$ 0.00
50
up to 50 concurrent authorized users the ability to login and
(1000/.)
access the Pictometry-hosted custom imagery libraries
specified elsewhere in this Agreement via a web -based,
server -based or desktop integration. The default
deployment is through web -based Pictometry Connect.
Term commences on date of activation. The quantity
represents the number ofyears in the Connect term.
Applicable Terms and Conditions: Online Services General
Terms and Conditions; Software License Agreement
Product Parameters:
Admin User Name:
Kevin Norris
Admin User Enwil.-
knorris@spokanecounty.org
2
CONNECT ImageService
Connect Image Service - CA (Custom Access) provides
$ 2,000.00
$ 0.00
$ 0.00
CA
access via a secure web mapping service to existing
(1000%)
orthomosaics available within Customer's Connect
account. This service allows use by Customer each
calendar month of a total number of image request
transactions equal to the product resulting from multiplying
(a) the number of concurrent users authorized to use the
Connect Image Service pursuant to this Agreement, by (b)
1500 (such product being the "Monthly Image Request
Limit"). To the extent use of the Connect Image Service
pursuant to this Agreement results in a total number of
image request transactions in excess of the Monthly Image
Request Limit, Pictometry may review the usage with
Customer, increase the price for Customer's Connect
Image Service with Customer's consent or, in Pictometry's
discretion, suspend further access by Customer to the
Connect Image Service. This offering is provided solely for
internal use within Customer's organization. Customer
must maintain an active paid Pictometry Connect account
in order to utilize the Connect Image Service.
Applicable Terms and Conditions: Online Services General
Terms and Conditions
1,847
Reveal Orthomosaic -
This product represents a single orthomosaic, combining
$ 0.00
$ 0.00
Combined
tiles of multiple resolutions with the best -available
resolution preferred
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
Product Parameters:
Leal
Leaf Off: Less than 30% leaf cover
1
Oblique Imagery Bundle
Includes digital copy of the Licensed Documentation for
$ 0.00
$ 0.00
w/Two(2) Yrs of EFS Maint
the License Software, two (2) End User Training Sessions,
& Support
one (1) Advanced User Technical Training, one (1)
Administration / 1T Training Session, ten (10) hours of
telephone support, one copy of Pictometry Electronic Field
Study (EFS) software, latest version, on the storage media
specified herein, and access to download updated versions
of the EFS Licensed Software for a period of two years
from the initial date of shipment of the EFS software, along
with a copy of the updated documentation.
Applicable Terms and Conditions: Software License
Agreement
1
RapidAccess - Disaster
RapidAccess - Disaster Response Program is an emergency
$ 0.00
$ 0.00
Response Program
response program offering flights after an emergency or
disaster. Refer to the attached detailed description of the
Disaster Response Program.
Applicable Terms and Conditions: Order Form
1
Pictometry Connect -
Pictometry Connect - EarlyAccess provides authorized
$ 10,000.00
$ 0.00
$ 0.00
EarlyAccess
users the ability to login and access the imagery, as
(100%)
specified elsewhere in this agreement, immediately
following its prelimina rocessin and quality control
Page 9 of 28 Spokane County, WA — C23859125 2022-02-15 C-0001-20200910.8
checks and prior to its final processing. Early Access
imagery will become available in CONNECT Explorer
incrementally as it is processed and it will remain available
until final, fully processed imagery is made available
through other means. This offering requires an active
Pictometry CONNECT account and the current purchase o
access to an imagery product.
Applicable Terns and Conditions: Online Services General
Terms and Conditions
SUBTOTALI $268 834.
Thank you for choosing Pictometry as your service provider. ( TOTAL I S 774,611.00
'Amount per product = ((I -Discount %) * Qty * List Price)
STANDARD ORTHO MOSAIC PRODUCTS
Pictometry standard ortho mosaic products are produced through automated mosaicking processes that incorporate digital elevation data with individual Pictometry
ortho frames to create large -area mosaics on an extremely cost-effective basis. Because these products are produced through automated processes, rather than more
expensive manual review and hand -touched corrective processes, there maybe inherent artifacts in some of the resulting mosaics. While Pictometry works to minimize
such artifacts, the Pictometry standard ortho mosaic products are provided on an'AS IS' basis with respect to visible cutlines along mosaic seams resulting from the
following types of artifacts:
i. Disconnects in non -elevated surfaces generally caused by inaccurate elevation data;
ii. Disconnects in elevated surfaces (e.g., roadways, bridges, etc.) generally caused by elevated surfaces not being represented in the elevation data;
iii. Building intersect and clipping generally caused by buildings not being represented in the elevation data;
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, afternoon light, etc.) within one
flight day or during different flight days;
vi. Single GSD color variations caused by illumination differences or multiple-aircraft/camera captures;
vii. Mixed GSD color variations caused by adjacent areas being flown at different ground sample distances (GSDs); and
viii. Water body color variations caused by multiple individual frames being used to create a mosaic 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 ortho mosaic products.
Geofences:
FIRST PROJECT
For the Pictometry Connect - CA - 50, Pictometry Connect View - CA, CONNECT ImageService CA product(s) in this project, the
following geofences apply:
WA Spokane (Primary)
SECOND PROJECT
For the Pictometry Connect - CA - 50, Pictometry Connect View - CA, CONNECT ImageService CA product(s) in this project, the
following geofences apply:
WA Spokane (Primary)
THIRD PROJECT
For the Pictometry Connect - CA - 50, Pictometry Connect View - CA, CONNECT ImageService CA product(s) in this project, the
following geofences apply:
WA Spokane (Primary)
FEES; PAYMENT TERMS
All amounts due to Pictometry pursuant to this Agreement ("Fees") 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 to
the amounts shown above and, to the extent applicable to purchases by Customer, shall be paid by Customer to Pictometry in arrears without
reducing any amount owed to Pictometry unless documents satisfactory to Pictometry evidencing exemption from such taxes is provided to
Pictometry prior to billing. To the extent any amounts properly invoiced pursuant to this Agreement are not paid within thirty (30) days following
the invoice due date, such unpaid amounts shall accrue, and Customer shall pay, interest at the rate of 1.5% per month (or at the maximum rate
allowed by law, if less). In addition, Customer shall pay Pictometry all costs Pictometry incurs in collecting past due amounts due under this
Agreement including, but not limited to, attorneys' fees and court costs.
FIRST PROJECT
Due at Initial Shipment of Imagery S 123,295.00
Due at Second Anniversary of Shipment of Imagery $123,295.00
Page 10 of 28 Spokane County, WA — C23859125 2022-02-15 C-0001-20200910.8
Total Payments 5246,590.00
SECOND PROJECT
Due at Initial Shipment of Imagery $129,593.50
Due at Second Anniversary of Shipment of Imagery $129,593.50
Total Payments $259,187.00
THIRD PROJECT
Due at Initial Shipment of Imagery $134,417.00
Due at Second Anniversary of Shipment of Imagery $134,417.00
Total Payments 5268,834.00
RapidAccess—Disaster Response Program ("DRP")
Customer is eligible for DRP described 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:
Hurricane: areas affected by hurricanes of Category 2 and higher.
Tornado: areas affected by tornados rated EF4 and higher.
Terrorist: areas affected by damage from terrorist attack.
Earthquake: areas affected by damage to critical infrastructure resulting from earthquakes measured at 6.0 or higher on the Richter scale.
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, offered 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 Pictometry Connect Explorerr" — 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 I 1 of 28
Spokane County, WA - C23859125 2022-02-15
C-0001-20200910.8
SECTION B LICENSE TERMS
PICTOMETRY DELIVERED CONTENT
TERMS AND CONDITIONS OF USE
These Pictometry Delivered Content Terms and Conditions of Use (the "Delivered Content Terms and Conditions"), in combination with the corresponding Agreement
into which these terms are incorporated, collectively set forth the terms and conditions that govern use of Delivered Content (as hereinafter defined) for use within
computing environments operated by parties other than Pictometry. As used in the Delivered Content Terms and Conditions the terms "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 "Authorized Subdivision" means, if you area 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 Terms and Conditions.
1.2 "Authorized System" 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 facilities 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 "Authorized User" means any employee of you or Authorized Subdivisions that is authorized by you to have access to the Delivered Content through an
Authorized System.
1.4 "Delivered Content" 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 "Project Participant" 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 into a written agreement with Pictometry authorizing such access.
2. 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 ofyou 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 copies) of Delivered Content solely for fulfilling public responsibilities of you or Authorized Subdivisions to be performed entirely within
facilities of you 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 jpg 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 reproduce, 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 may not 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 Google or its affiliates, either directly or indirectly.
2.5 You may not exploit the goodwill of Pictometry, including its trademarks, service marks, 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 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in Delivered Content in all media belong to Pictometry
or its third -party suppliers. Neither you nor any users of the Delivered Content acquire any proprietary interest in the Delivered Content, or any copies thereof,
except the limited use rights granted herein.
3. OBLIGATIONS OF CUSTOMER
3.1 Geographic 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, tax parcel maps and centroids, which data, to the extent practicable, shall be incorporated into the Delivered
Content. You agree that any of this data 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 claim ownership of that data.
3.2 Notification. You shall (a) notify Pictometry in writing of any claims or proceedings involving any of the Delivered Content within ten (10) days after you
team of the claim or proceeding, and (b) report promptly to Pictometry all claimed or suspected defects in Delivered Content.
33 Authorized User Compliance. You shall at all times be responsible for compliance by each Authorized User with the Delivered Content Terms and
Conditions.
3.4 Authorized Subdivision Compliance. You shall atall times be responsible for compliance by each Authorized Subdivision with the Delivered Content Terms
and Conditions.
3.5 Project Participants. Each notice to Pictometry identifying 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. Pictometry retains the right to restrict or revoke access to
Delivered Content by any Project Participant who does not comply with the terms of the Delivered Content Terms and Conditions.
4. LICENSE DURATION; EFFECT OF TERMINATION
4.1 Term. The license granted to you in the Delivered Content Terns and Conditions is perpetual, subject to Pictometry's right to terminate the license in the
event you do not pay in full the Fees specified elsewhere in the Agreement, the Agreement is terminated for any reason other than a breach of the Agreement
by Pictometry, or as otherwise provided in the Agreement.
4.2 Effect of Termination. Upon termination of the license granted to you in the Delivered Content Terns and Conditions, you shall immediately cease all use
of the Delivered Content, promptly purge all copies of the Delivered Content from all workstations and servers on which any of it may be stored or available
at the time, and return hard drive/media containing Delivered Content to Pictometry.
S. TRADEMARKS; CONFIDENTIALITY
5.1 Use of Pictometry's Marks. You agree not to attach any additional trademarks, trade names, logos or designations to any Delivered Content or to any copies
of any Delivered Content without prior written approval from Pictometry. You may, however, include an appropriate government seal and your contact
Page 12 of 28 Spokane County, WA — C23859125 2022-02-15 C-0001-20200910.8
information so long as the seal and contact information in no way obscure or deface the Pictometry marks. You further agree that you will not use any
Pictometry trademark, trade name, logo, or designation in connection with any product or service other than the Delivered Content. Your nonexclusive right
to use Pictometry's trademarks, trade name, logos, and designations are coterminous with the license granted to you in the Delivered Content Terms.
5.2 Confidentiality of Delivered Content. The Delivered Content consists of commercially valuable, proprietary products owned by Pictometry, the design and
development of which reflect an investment of considerable time, effort, and money. The Delivered Content is treated by Pictometry as confidential and
contains substantial trade secrets of Pictometry. You agree that you will not disclose, provide a copy of, or disseminate the Delivered Content (other than as
expressly permitted in the Delivered Content Terms and Conditions) or any part thereof to any person in any manner or for any purpose inconsistent with the
license granted to you in the Delivered Content Terms and Conditions. You agree to use your best efforts to assure that your personnel, and any others afforded
access to the Delivered Content, protect the Delivered Content against unauthorized use, disclosure, copying, and dissemination, and that access to the
Delivered Content and each part thereof will be strictly limited.
6. LIMITED WARRANTY; DISCLAIMER OF WARRANTIES
6.1 Limited Warranties; Exclusive Remedy. Pictometry warrants that the Delivered Content will contain true and usable copies of the designated imagery as
of the date of capture. As the sole and exclusive remedy for any breach of the foregoing warranty, Pictometry shall use reasonable efforts to correct any
deficiency that precludes use of the Delivered Content in the manner intended.
6.2 Disclaimer of Other Warranties. Except as provided in Section 6.1, above, THE DELIVERED CONTENT 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, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND ACCURACY, ARE HEREBY DISCLAIMED AND EXCLUDED BY PICTOMETRY.
6.3 Limitation of Liability. With respect to any other claims that you may have or assert against Pictometry on any matter relating to the Delivered Content, the
total liability of Pictometry shall, in the aggregate, be limited to the aggregate amount received by Pictometry in payment for Delivered Content during the
immediately preceding twenty-four (24) month period.
7. MISCELLANEOUS PROVISIONS
7.1 Restricted Rights. Delivered Content acquired with United States Government funds or intended for use within or for any United States federal agency is
provided with "Restricted Rights" as defined in DFARS 252.227-7013, Rights in Technical Data and Computer Software and FAR 52.227-14, Rights in Data -
General, including Alternate Ill, as applicable.
7.2 Governing Law. This License Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington, venue shall be in a
court ofcompetent jurisdiction in Spokane County, Washington. excluding its conflicts of law principles.
JEND OF DELIVERED CONTENT TERMS AND CONDITIONS]
Page 13 of 28 Spokane County, WA — C23859125 2022-02-15 C-0001-20200910.8
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 form,
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" and "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 resale or redistribution. The rights granted to you include, subject to the restrictions set
forth 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
work 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 to any 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 You 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 any part 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 license or benefit. The term "consumer" is defined in the United
States Fair Credit Reporting Act at 15 USC § 1681.
1.10 You may not access the Online Services via mechanical, programmatic, robotic, scripted or any other automated means. Unless otherwise agreed by
Pictometry 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 any proprietary
interest in the Online Services, the licensed Content, or any copies thereof, except the limited use rights granted herein.
2. ACCESS TO SERVICES
2.1 Only you, your employees, and temporary or contract employees dedicated to performing work exclusively for you (each, an "Eligible User" and
collectively, the "Eligible Users") are eligible to access and use the Online Services and the Licensed Content pursuant to the License Agreement. Each
Eligible User to be provided access to the Online Service shall be assigned a unique login/password ("Pictometry Credential") for purposes of accessing the
Online Services. You agree that each Pictometry Credential shall only be used by the Eligible User to whom it was originally assigned and that Pictometry
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 misused.
2.2 The Online Services, the licensed Content, and features and functionality within the Online Services may be 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 may be 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 such 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 of measurements, distance, height, angle, area and volume, may have significant consequences.
3.3 All measurements and reports generated by the Online Services or from the Licensed Content are based upon second order visualization 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 undersampled 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 supplements for life critical applications, they are not designed or maintained
to support such applications and Pictometry and its third party suppliers of the Online Services and the Licensed Content hereby disclaim all liability for
damages claims and expenses arising from such use.
3.6 Your reliance on the Online Services and the Licensed Content should only be undertaken after an independent review of their accuracy, completeness,
efficacy, timeliness and adequacy for your intended purpose.
3.7 Pictometry and each third -party supplier of any portion of the Online Services or the Licensed Content assume no responsibility for any consequences
resulting from the use of the Online Services or the Licensed Content.
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 from or in any way related to the accuracy or 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 rights 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
Page 14 of 28 Spokane County, WA — C23859125 2022-02-15 C-0001-20200910.8
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 OF 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, injury, 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, (f) 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 ofany 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 BY 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 EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT
YOU PAID FOR THE ONLINE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.
YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALI. OTHER REMEDIES WHICH YOU MAY HAVE
AGAINST ANY COVERED PARTY.
5.4 TO THE 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.
5.5 Notwithstanding anything to the contrary in this Section 5:
(a) If there is a breach 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 on a 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 Agreement; (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 of such claim. You, at Pictometry's expense, shall reasonably cooperate with Pictometry in connection with the
foregoing.
(b) In addition to Section 5.5(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, Pictometry 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 non -infringing; or (iii)
terminate the License Agreement on notice to you and grant you a pro -rota refund or credit (whichever is applicable) for any pre -paid fees or fixed
charges.
(c) The provisions of Sections 5.5(a) and (b) shall constitute your sole and exclusive remedy for the respective matters specified therein.
6. MISCELLANEOUS
6.1 The terms 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 changes will: (a) only be applied prospectively; and (b) not be specifically directed against you or your Eligible Users but will
apply to all similarly situated Pictometry 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 effective 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 constitutes 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 representatives of both parties.
Furthermore, this License Agreement may not be supplemented, modified or otherwise revised by email exchange, 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 bearing electronic signatures of authorized
representatives of both parties, provided such signatures include digital certifications or are otherwise authenticated.
6.2 In the event of a breach of this License Agreement by you, any Eligible User or someone using the Pictometry 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 communications 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 in the Online Services; or on
the date received, if delivered in any other manner. Legal notices to Pictometry should be sent to Pictometry, Attn: General Counsel, 25 Methodist Hill
Drive, Rochester, New York 14623.
6.4 The failure of you, Pictometry, or any third party supplier of the Online Services or any Licensed Content to enforce any provision hereof shall not constitute
or be construed as a waiver of such provision or of the right to enforce it at a later time.
6.5 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. Any attempt by you or any Eligible User to assign, transfer or delegate your rights or obligations under this 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 shall be binding on, and will inure to the benefit of the parties and their respective successors and permitted assigns.
6.6 This License Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington, excluding its conflicts of law
principles, and venue shall be property in a court of competent jurisdiction in Spokane County, Washington.
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.
Page 15 of 28 Spokane County, WA — C23859125 2022-02-15 C-0001-20200910.8
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
Licensed Content, you agree to pay all of Pictometry's costs of enforcement and collection, including court costs 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 communications, representations, proposals or quotations relating to that subject matter.
SEND OF ONLINE SERVICES GENERAL TERMS AND CONDITIONS1
Page 16 of28 Spokane County, WA — C23859125 2022-02-15 C-0001-20200910.8
SECTION B LICENSE TERMS
PICTOMETRV WEB VISUALIZATION OFFERING
TERMS AND CONDITIONS
These Pictometry Web Visualization Offering Terms and Conditions (the "WVO Terms and Conditions"), in combination with the corresponding Pictometryorder
form, if any, collectively constitute the license agreement (the "WVO License Agreement") that governs your use of Pictometry web visualization offerings (the "WVO
Services"), the images available in the WVO Services, and all associated metadata and data layers included in, provided with, or derived from those images (the "WVO
Licensed Content") provided by Pictometry International Corp. and its affiliated companies (collectively, "Pictometry"). The terms "you" and "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 WVO
License Agreement
1. GRANT OF RIGHTS; RESTRICTIONS ON USE; OWNERSHIP
1.1 You are granted a nonexclusive, nontransferable, limited right to use and to provide public access to, and use of, the WVO Services solely for purposes of
providing access to WVO Licensed Content in response to human -initiated, discrete location -specific requests through a single web site operated exclusively
by or for you to serve you and your public constituencies and not for resale or redistribution or commercial use of any nature.
1.2 You may not copy or retain copies of the WVO Licensed Content obtained through the WVO Services 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 WVO Services or any other Pictometry Services, nor will your authorize or permit any user of the WVO Services to do so.
13 You may not exploit the goodwill of Pictometry, including its trademarks, service marks, or logos without the express written consent of Pictometry.
1.4 You may not remove, alter or obscure copyright notices or other notices contained in the WVO Licensed Content.
L5 You may not offer any part of the WVO Services or the VIVO Licensed Content for commercial resale or commercial redistribution in any medium.
1.6 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the WVO Services and the WVO Licensed Content
in all media belong to Pictometry or its third party suppliers. Neither you nor any users of the W VO Services or the WVO Licensed Content acquire any
proprietary interest in the WVO Services, the WVO Licensed Content, or any copies thereof, except the limited use rights granted herein.
2. TERMS OF ACCESS TO WVO SERVICES
2.1 You shall provide to all end -users of the WVO Services on the page through which they access such services conspicuous notice of the following terms of
access: (a) WVO Licensed Content available through the WVO is copyrighted material, (b) end -users of the WVO Services are granted the right to access
and view the WVO Licensed Content through the WVO Services for personal use only and not for commercial purposes ofany type, (c) end -users of the
WVO Services are prohibited from reproducing, reselling, transferring, redistributing or creating derivative works from WVO Licensed Content, (d) all
right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the WVO Services and the WVO Licensed Content in
all media belong to Pictometry or its third party suppliers, and (e) THE WVO SERVICES AND WVO LICENSED CONTENT ARE PROVIDED ON AN
AS IS", "AS AVAILABLE" BASIS AND PICTOMETRY AND EACH THIRD PARTY SUPPLIER OF WVO LICENSED CONTENT EXPRESSLY
DISCLAIM ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
2.2 The WVO Services, the WVO Licensed Content, and features and functionality within the WVO Services may be 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 WVO Services may be 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 such access.
DISCLAIMERS
3.1 The WVO Services and the WVO 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 WVO Services and the WVO 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 of measurements, distance, height, angle, area and volume, may have significant consequences.
3.3 All measurements and reports generated by the WVO Services or from the WVO Licensed Content are based upon second order visualization 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 WVO Services or contained in the WVO Licensed Content is generated from undersampled 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 WVO Services and the WVO Licensed Content may be considered useful supplements for life critical applications, they are not designed or
maintained to support such applications and Pictometry and its third party suppliers ofthe WVO Services and the WVO Licensed Content hereby disclaim
all liability for damages, claims and expenses arising from such use.
3.6 Your reliance on the WVO Services and the WVO Licensed Content should only be undertaken after an independent review of their accuracy, completeness,
efficacy, timeliness and adequacy for your intended purpose.
3.7 Pictometry and each third party supplier of any portion of the WVO Services or the WVO Licensed Content assume no responsibility for any consequences
resulting from the use of the WVO Services or the WVO Licensed Content.
3.8 Pictometry and each third party supplier of any portion of the WVO Services or the WVO Licensed Content hereby disclaim all liability for damages, claims
and expenses arising from or in any way related to the accuracy or availability of the WVO Services and the WVO Licensed Content.
3.9 By accepting these WVO Terms and Conditions or by using the WVO Services or the WVO Licensed Content, you waive any and all rights you may have
against Pictometry, each third party supplier of any portion of the WVO Services or the WVO Licensed Content, and each of their directors, officers,
members and employees, arising out of use of or reliance upon the WVO Services or the WVO Licensed Content
4. LIMITED WARRANTY
4.1 Pictometry represents and warrants that it has the right and authority to make the W VO Services and the W VO Licensed Content available to you as
authorized expressly by this WVO License Agreement.
4.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 4.1, THE WVO SERVICES AND WVO LICENSED CONTENT ARE PROVIDED ON AN "AS
IS", "AS AVAILABLE" BASIS AND PICTOMETRY AND EACH THIRD PARTY SUPPLIER OF WVO 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, injury, claim, liability, or damage of any kind resulting in anyway from (a) any errors in or
omissions from the WVO Services or the WVO Licensed Content, (b) the unavailability or interruption of the W VO Services or any features thereof or the
WVO Licensed Content, (c) your or any other parry's use of the WVO Services or the WVO Licensed Content, (d) the loss or corruption of any data or
equipment in connection with the WVO Services or the VIVO Licensed Content, (e) the content, accuracy, or completeness of the WVO Licensed Content,
Page 17 of 28 Spokane County, WA—C23859125 2022-02-15 C-0001-20200910.8
all regardless of any assistance received in the use of the WVO Service from a Covered Parry, (f) 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 WVO Services.
5.2 "Covered Party" means (a) Pictometry, its affiliates and any officer, director, employee, subcontractor, agent, successor, or assign of Pictometry or its
affiliates; and (b) each third party supplier of any WVO 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 WVO Licensed Content or third party alliance entity and their affiliates.
5.3 TO THE FULLEST EXTENT PERMISSIBLE BY 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 WVO SERVICES OR THE WVO
LICENSED CONTENT OR THIS WVO LICENSE AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE
AMOUNT YOU PAID FOR THE WVO SERVICES IN THE TWENTY-FOUR 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 THE 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 WVO SERVICES,
THE WVO 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 (OR ANY OTHER WVO SERVICES
USERS') INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO
PICTOMETRY OR ITS THIRD PARTY SUPPLIERS.
5.5 Notwithstanding anything to the contrary in this Section 5:
(a) If there is a breach 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 on a third party's claim of patent, trademark, service mark, copyright or
trade secret infringement related to use of the WVO Services or the WVO Licensed Content, asserted against you by such third party provided: (i) all
use of the WVO Services and the WVO Licensed Content was in accordance with this WVO License Agreement; (ii) the claim, cause of action or
infringement was not caused by you modifying or combining the WVO Services or the WVO 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 of such claim. You, at Pictometry's expense, shall reasonably cooperate with Pictometry
in connection with the foregoing.
(b) In addition to Section 5.5(a), if the WVO Services, the operation thereof or the VIVO Licensed Content become, or in the opinion of Pictometry are
likely to become, the subject of a claim of infringement, Pictometry may, at its option and expense, either: (i) procure for you the right to continue
using the WVO Services or the WVO Licensed Content, (ii) replace or modify the WVO Services or the WVO Licensed Content so that they become
non -infringing; or (iii) terminate the WVO License Agreement on notice to you and grant you a pro -rats refund or credit (whichever is applicable) for
any pre -paid fees or fixed charges.
(c) The provisions of Sections 5.5(a) and (b) shall constitute your sole and exclusive remedy for the respective matters specified therein.
MISCELLANEOUS
6.1 The terms and conditions of this WVO License Agreement may be changed from time to time immediately upon notice to you. If any changes are made to
this W VO License Agreement, such changes will: (a) only be applied prospectively; and (b) not be specifically directed against you but will apply to all
similarly situated Pictometry customers using the WVO Services. You may terminate this VIVO License Agreement upon written notice to Pictometry if
any change to the terms "conditions of this WVO License Agreement is unacceptable to you. For termination to be effective 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 WVO Services
following the effective date of any change constitutes acceptance of the change, but does not affect the foregoing termination right. Except as provided
above, this WVO License Agreement may not be supplemented, modified or otherwise revised unless signed by duly authorized representatives of both
parties. Furthermore, this WVO License Agreement may not be supplemented, modified or otherwise revised by email exchange, 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 bearing electronic
signatures of authorized representatives of both parties, provided such signatures include digital certifications or are otherwise authenticated.
6.2 In the event of a breach of this WVO License Agreement by you or someone using the WVO Services, Pictometry may temporarily suspend or discontinue
providing access to the WVO Services without notice and Pictometry may pursue any other legal remedies available to it.
6.3 All notices and other communications hereunder shall be in writing. Notices shall be deemed to have been properly given on the date deposited in the mail,
if mailed or on the date received, if delivered in any other manner. Legal notices to Pictometry should be sent to Pictometry, Attn: General Counsel, 25
Methodist Hill Drive, Rochester, New York 14623.
6.4 The failure of you, Pictometry, or any third party supplier of the WVO Services or any WVO Licensed Content to enforce any provision hereof shall not
constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
6.5 You may not assign or otherwise transfer your rights or delegate your duties under this WVO License Agreement without the prior written consent of
Pictometry. Any attempt by you to assign, transfer or delegate your rights or obligations under this WVO License Agreement without Pictometry's consent
shall be void, and shall also void the limited license granted to you by this WVO License Agreement. This WVO License Agreement and any amendment
thereto shall be binding on, and will inure to the benefit of the parties and their respective successors and permitted assigns.
6.6 This WVO License Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington, excluding its conflicts of law
principles, and venue shall be proper in a court of competent jurisdiction in Spokane County, Washington.
6.7 This WVO License Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of this WVO 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 WVO License
Agreement.
6.8 Where applicable, each affiliated company of Pictometry and each third party supplier of the WVO Services or any WVO Licensed Content has the right to
assert and enforce the provisions ofthis WVO License Agreement directly on its own behalf as a third party beneficiary.
6.9 In the event ofa breach ofyour obligations under this WVO License Agreement or your payment obligations with respect to access to the WVO Services or
the W VO Licensed Content, you agree to pay all of Pictometry's costs of enforcement and collection, including court costs and reasonable attorneys' fees.
6.10 This WVO License Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written
or verbal communications, representations, proposals or quotations relating to that subject matter.
(END OF WEB VISUALIZATION OFFERING TERMS AND CONDITIONS]
Page 18 of 28 Spokane County, WA — C23859125 2022-02-15 C-0001-20200910.8
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 THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS
LICENSE, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
1. GENERAL. The software ("Pictometry Software") and any written materials that accompany the software ("Documentation") in any media or form are licensed,
not sold, to you by Pictometry International Corp. ("Pictometry") for use only under the terms of this License. Pictometry reserves all rights not expressly granted
to you in this License.
2. LICENSE. Subject to the terms and conditions of this License, you are granted a limited, non -transferable, terminable, non-subficenseable, non-exclusive license
to install and use the Pictometry Software and the Documentation (collectively, the "Proprietary Materials") solely for internal use. Use of the functionality
provided by the Pictometry Software other than for your internal use is prohibited, except with the prior written approval of Pictometry. You may make one copy
of the Pictometry Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright and other proprietary
notices contained in the original. You will not and will not enable others to decompile, reverse engineer, disassemble, attempt to derive the source code of,
decrypt, modify, create derivative works of, or tamper with or disable any security or monitoring features within the Pictometry Software. Any attempt to do so is
a violation of the rights of Pictometry and its licensors.
3. TITLE. The Proprietary Materials are confidential information 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 intellectual property rights in the
Proprietary Materials are and will remain in Pictometry and its licensors. You will not assert any right, title or interest in the Proprietary Materials provided to you
under this License, except for the express license granted to you hereunder. You will not remove any copyright or other proprietary notice or legend contained on
or included in any Proprietary Materials and you will reproduce all such information on all copies made hereunder. You will keep the Proprietary Materials free of
all claims, 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 PICTOMETRY HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PiCTOMETRY SOFTWARE, WHETHER EXPRESS,
IMPLIED OR STATUTORY, 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 THAT DEFECTS IN THE. PROPRIETARY MATERIALS WILL BE CORRECTED.
5. LIMITATION OF LIABILITY. IN NO EVENT WILL PICTOMETRY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA,
BUSINESS INTERRUPTION 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 OF THE THEORY OF LIABILITY (CONTRACT, TORT
OR OTHERWISE), EVEN IF PICTOMETRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PICTOMETRY'S
TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW iN CASES INVOLVING
PERSONAL INJURY) CAUSED BY, ARISING OUT OF OR IN ANY WAY RELATED TO THE PICTOMETRY SOFTWARE EXCEED THE AMOUNT OF
FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL
PURPOSE.
6. TERMINATION. This License will terminate automatically without notice from Pictometry ifyou fail to comply with any term of this License. Upon the
termination of this License, you will cease all use of the Pictometry Software and destroy all copies, full or partial, of the Proprietary Materials.
7. MISCELLANEOUS PROVISIONS.
A. Restricted Rights Pictometry Software acquired with United States Government funds or intended for use within or for any United States federal agency is
provided with "Restricted Rights" as defined in DFARS 252.227-7013, Rights in Technical Data and Computer Software and FAR 52.227-14, Rights in
Data -General, including Alternate III, as applicable. Pictometry must be notified in advance ofany license grants to United States federal govemmental
entities. The Pictometry Software is developed for general use in a variety of applications and is not developed or intended for use in any inherently
dangerous applications or applications that could lead to property damage, personal injury or death. If you use the Pictometry Software in such applications,
then you will be responsible for taking all appropriate fail-safe, backup, redundancy, and other measures to ensure the safe use of the Pictometry Software in
such applications, including but not limited to, in any nuclear, aviation, mass transit, public safety or medical applications.
B. Foreign Trade Restrictions The parties acknowledge that certain information, software technology, accompanying documentation and technical
information may be subject to United States export control laws. You will not directly or indirectly export or re-export the Pictometry Software in violation of
the Export Administration Regulations of the U.S. Department of Commerce.
C. Governing Law. This License will be governed by and interpreted in accordance with the laws of the State of Washington, excluding its conflict of laws
principles, and venue shall be proper in a court of competent jurisdiction in Spokane County, Washington.
D. Assignment You may not assign this License without Pictometry's prior written consent. Any assignment in violation of this License will be null, void and
of no force and effect. For all purposes under this License, any merger, consolidation, spin-off, acquisition or change -in -control will be deemed an
assignment.
E. Partial Invalidity; Survival. Ifany provision of this License is held invalid or unenforceable by competent authority, that provision will be construed so as
to be limited or reduced to be enforceable to the maximum extent compatible with the law as it will then appear. The total invalidity or unenforceability of any
particular provision ofthis License will not affect its other provisions and this License will be construed in all respects as if the invalid or unenforceable provision
were omitted. The provisions of this License that by their nature would survive its termination wil I survive indefinitely.
F. Force Majeure. Except with respect to Customer's payment obligations for services delivered, each party will be excused from performance under this
Agreement, will not be deemed to be in breach hereof, and will have no liability to the other party whatsoever if either party is prevented from performing
Page 19 of 28 Spokane County, WA—C23859125 2022-02-15 C-0001-20200910.8
any of its obligations hereunder, in whole or in part, as a result of a Force Majeure Event. A "Force Majeure Event' means an event or occurrence beyond
the control of the nonperforming party, such as an act of God or of the public enemy, embargo or other act of government in either its sovereign or
contractual capacity, government regulation, travel ban or request, court order, civil disturbance, terrorism, war, quarantine restriction, epidemic, vino, fire,
weather, flood, accident, strike, slowdown, delay in transportation, electrical power outage, interruption or degradation in electronic communications
systems, inability to obtain necessary labor, materials or manufacturing facilities, and other similar events. In the event of any delay resulting from a Force
Majeure Event, any date of delivery hereunder will be extended for a period equal to the time lost because of the delay.
G. Waiver. 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 any of its rights hereunder will operate as a waiver thereof, nor will any single or partial exercise by a party of any right preclude any other or
future exercise thereof or the exercise of any other right. No course of dealing between the parties will be deemed effective to modify, amend or discharge
any part of this License or the rights or obligations of any party hereunder.
H. Entire Agreement; Construction. This License contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any
prior or contemporaneous understandings regarding that subject matter. No amendment to or modification of this License will be binding unless in writing
and signed by Pictometry. There are no representations, warranties, or obligations of any party 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 in any construction of it.
[END OF SOFTWARE LICENSE AGREEMENT]
Page 20 of 28 Spokane County, WA — C23859125 2022-02-15 C-0001-20200910.8
SECTION C
NON-STANDARD TERMS AND CONDITIONS
Online Services Eligible Users: Notwithstanding anything in the Online Services General Terms and Conditions incorporated in this
Agreement to the contrary, the terns 'Eligible User' and 'Eligible Users' as defined in those Online Services General Terms and Conditions
shall, for the purposes of this Agreement, also include each'Authorized User' as that term is defined in the Delivered Content Terms and
Conditions of Use incorporated in this Agreement.
Applicable Law: 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 enforce the provisions of this
Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this
Agreement. The venue of any such action shall be in Spokane County, Washington.
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 conditions of this Agreement are not lawfully appropriated, the following provisions shall apply:
a. Customer shall provide Pictometry with written documentation of non -appropriation of funds from its funding source prior to
commencement of a subsequent project;
b. This Agreement shall remain in full force 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 terns 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
c. 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, Customer or such authorized party shall immediately cease use of those licensed products, purge those licensed products from
all Customer and authorized party computers, and return those licensed products to Pictometry.
Pictometry acknowledges that this Agreement and certain documentation (collectively 'Records') may be subject to public record requests.
Should the Customer reasonably believe that Records, in whole or in part, are subject to production via a valid, properly submitted request
made under the Public Record Disclosure Act, the Customer will promptly notify Pictometry of such request providing five (5) days advance
notice prior to producing any of the requested Records. Pictometry explicitly reserves the right to object to any such production and to pursue
any and all remedies it has in both law and in equity to prevent the release of such Records. Customer, at Pictometry's expense, shall
reasonably cooperate with Pictometry in connection with the foregoing.
5. Section 4.2 of the Delivered Content Terms and Conditions shall be modified as follows: "Effect of Termination. 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 from all workstations and servers on which any of it may be stored or available at the time, and
return hard drive(s) received from Pictometry containing Delivered Content to Pictometry."
Section 5.2 of the Delivered Content Terms and Conditions shall be modified as follows: "Confidentiality of Delivered Content. The
Delivered Content consists of commercially valuable, proprietary products owned by Pictometry, the design and development of which reflect
an investment of considerable time, effort, and money. The Delivered Content is treated by Pictometry as confidential and contains substantial
trade secrets of Pictometry. You agree that you will not disclose, provide a copy of, or disseminate the Delivered Content (other than as
expressly permitted in the Delivered Content Terms and Conditions) or any part thereof to any person in any manner or for any purpose
inconsistent with the license granted to you in the Delivered Content Terms and Conditions, unless otherwise reouired by law. You agree to
use your best efforts to assure that your personnel, and any others afforded access to the Delivered Content, protect the Delivered Content
against unauthorized use, disclosure, copying, and dissemination, and that access to the Delivered Content and each part thereof will be
strictly limited, unless otherwise required by law."
7. Section 1.2 of the Online Services General Terms and Conditions shall be modified as follows: "You may not make the Online Services
available to any other party, except as otherwise provided by this Agreement."
Section 42 of the Online Services General Terms and Conditions shall be deleted and replaced with the following: "EXCEPT AS
OTHERWISE PROVIDED IN SECTION 4.1, TO THE EXTENT PERMITTED BY LAW, PICTOMETRY WARRANTS THAT THE
ONLINE SERVICES AND LICENSED CONTENT WILL FUNCTION SUBSTANTIALLY AS DESCRIBED HEREIN. PICTOMETRY
WARRANTS THAT THE ONLINE SERVICES AND LICENSED CONTENT IS MERCHANTABLE AND SHALL MEET
SPECIFICATIONS SET FORTH HEREIN. PICTOMETRY DOES NOT GUARANTEE THAT THE ONLINE SERVICES AND
LICENSED CONTENT WILL BE FREE FROM DEFECT OR THAT ITS USE WILL BE UNINTERRUPTED OR THAT THE ONLINE
SERVICES AND LICENSED CONTENT WILL BE CORRECT, ACCURATE, OR RELIABLE SHOULD THE ONLINE SERVICES
AND LICENSED CONTENT PROVE DEFECTIVE FOLLOWING LICENSE, PICTOMETRY ASSUMES THE ENTIRE COST OF
ALL NECESSARY SERVICING OR REPAIR. CUSTOMER MAY BE ENTITLED TO A PRO -RATED REFUND OF ANY PREPAID
AMOUNTS FOR THE REMAINDER OF THE CONTRACT TERM IN THE EVENT ONLINE SERVICES AND LICENSED
CONTENT CANNOT BE FULLY SERVICED, REPAIRED, OR RESTORED."
9. The first sentence of Section 6.1 of the Online Services General Terms and Conditions shall be modified as follows: "The terms and conditions
of this License Agreement may be changed from time to time upon agreement of the parties in writing and with the same formalities as this
Agreement"
Page 21 of 28 Spokane County, WA — C23859125 2022-02-15 C-0001-20200910.8
10. Section 4.2 of the Web Visualization Offering Terms and Conditions shall be deleted and replaced with the following: EXCEPT AS
OTHERWISE PROVIDED IN SECTION 4.1, TO THE EXTENT PERMITTED BY LAW, PICTOMETRY WARRANTS THAT THE
WVO AND WVO LICENSED CONTENT WILL FUNCTION SUBSTANTIALLY AS DESCRIBED HEREIN. PICTOMETRY
WARRANTS THAT THE WVO SERVICES AND WVO LICENSED CONTENT IS MERCHANTABLE AND SHALL MEET
SPECIFICATIONS SET FORTH HEREIN. PICTOMETRY DOES NOT GUARANTEE THAT THE WVO SERVICES AND WVO
LICENSED CONTENT WILL BE FREE FROM DEFECT OR THAT ITS USE WILL BE UNINTERRUPTED OR THAT THE WVO
SERVICES AND WVO LICENSED CONTENT WILL BE CORRECT, ACCURATE, OR RELIABLE SHOULD THE WVO SERVICES
AND WVO LICENSED CONTENT PROVE DEFECTIVE FOLLOWING LICENSE, PICTOMETRY ASSUMES THE ENTIRE. COST
OF ALL NECESSARY SERVICING OR REPAIR. CUSTOMER MAY BE ENTITLED TO A PRO -RATED REFUND OF ANY
PREPAID AMOUNTS FOR THE REMAINDER OF THE CONTRACT TERM IN THE EVENT WVO SERVICES AND WVO
LICENSED CONTENT CANNOT BE FULLY SERVICED, REPAIRED, OR RESTORED
Section 4 of the Software License Agreement shall be deleted and replaced with the following: "TO THE EXTENT PERMITTED BY
LAW, PICTOMETRY WARRANTS THAT PICTOMETRY SOFTWARE WILL FUNCTION SUBSTANTIALLY AS DESCRIBED
HEREIN. PICTOMETRY WARRANTS THAT THE PICTOMETRY SOFTWARE IS MERCHANTABLE AND SHALL MEET
SPECIFICATIONS SET FORTH HEREIN. PICTOMETRY DOES NOT GUARANTEE THAT THE PICTOMETRY SOFTWARE WILL
BE FREE FROM DEFECT OR THAT ITS USE WILL BE UNINTERRUPTED OR THAT THE PICTOMETRY SOFTWARE WILL BE
CORRECT, ACCURATE, OR RELIABLE SHOULD THE PICTOMETRY SOFTWARE PROVE DEFECTIVE FOLLOWING
LICENSE, PICTOMETRY ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING OR REPAIR. CUSTOMER MAY BE
ENTITLED TO A PRO -RATED REFUND OF ANY PREPAID AMOUNTS FOR THE REMAINDER OF THE CONTRACT TERM IN
THE EVENT PICTOMETRY SOFTWARE CANNOT BE FULLY SERVICED, REPAIRED, OR RESTORED."
12. Section 5 of the Software License Agreement shall be deleted and replaced with the following:
"5.1 TO THE FULLEST EXTENT PERMISSIBLE BY 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 PICTOMETRY SOFTWARE OR THIS LICENSE EXCEED THE LESSER OF YOUR ACTUAL DIRECT
DAMAGES OR THE AMOUNT YOU PAID FOR THE PICTOMETRY SOFTWARE OR THIS LICENSE IN THE 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.
YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU
MAY HAVE AGAINST ANY COVERED PARTY.
5.2 TO THE 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 PICTOMETRY SOFTWARE OR THIS LICENSE, 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."
13. Section 9 of the Order Form and Section 7(F) of the Software license Agreement shall be revised to the following:
"Except with respect to Customer's payment obligations for services delivered, each party will be excused from performance under this
Agreement, will not be deemed to be in breach hereof, and will have no liability to the other party whatsoever if either party is prevented
from performing any of its obligations hereunder, in whole or in part, as a result of a Force Majeure Event. A "Force Majeure Event"
means an event or occurrence beyond the control of the nonperforming party, such as an act of God or of the public enemy, embargo or
other act of government in either its sovereign or contractual capacity, government regulation, travel ban or request, court order, civil
disturbance, terrorism, war, quarantine restriction, epidemic, virus, fire, weather, flood, accident, strike, slowdown, delay in transportation,
electrical power outage, interruption or degradation in electronic communications systems, inability to obtain necessary labor, materials or
manufacturing facilities, and other similar events. In the event of any delay resulting from a Force Majeure Event, any date of delivery
hereunder will be extended for a period equal to the time lost because of the delay."
IEND OF NON-STANDARD TERMS AND CONDITIONS]
Page 22 of 28 Spokane County, WA — C23959125 2022-02-15 C-"1-20200910.8
APPENDIX I
Advanced Property deliverables
PHOTOGRAMMETRIC PRODUCT SPECIFICATIONS
EagleView Revea
Product
Advanced Property
Product Description
Provides measurable high resolution ortho and oblique imagery at the Property level as well as
Reveal Four Band Color Infrared, Reveal Certified Ortho and Reveal TrueTouch add -on features.
Color balanced orthomosaic imagery is generated by a fully automated photogrammetric process
and delivered digitally in various formats with the associated metadata.
Ortho frame imagery
• Nominal tin GSD ortho imagery, Imagery as good as 1.2in and no worse than 3in
Orthomosaic
Reveal Property Orthomosaic enhanced with the following Reveal add-ons:
Specifications
Certified Ortho
• TrueTouch
• Four Band Color Infrared
Oblique Imagery
Nominal 2.6in GSD oblique imagery ranging from 1.7in to 3.5in GSD:
• Where available fully automated photogrammetric mosaiced imagery. Imagery may
contain seamlines
Metadata and
Metadata and reporting:
Reporting
• Certified Ortho metadata and reporting
• Shapefile(s) with discrete deliverable boundaries and directional metadata
Orthomosaic
Resolution:
Deliverable Format
• Nominal tin GSD, no worse than 3in (Best Available Provided)
(Online) - RGB Only
Access Methods:
• Available via web -based viewer (Connect) - Contracted separately
• Also available via WMS/WMTS (Image Service) - Contracted separately
Orthomosaic
Resolution:
Deliverable Format
• Nominal 2in GSD, no worse than 3in (Best Available Provided)
(Physical)
Projection/Coordinate System:
• Customer Selectable
Datum:
• Customer Selectable
File Format:
• Mosaic Tiles
o Available as JPEG, GeoTIFF, JPEG2000, PNG, ECW, MrSID (All versions) with world
file
o Includes separate Pictometry Map Image (PMI) trailer file
• Project -Wide Mosaic
o Available in ECW, MrSID (All versions) format
Oblique Imagery &
Access methods:
Frame Imagery
• Available via web -based viewer (Connect) - Contracted separately
Deliverable Format
Delivery Timeline
• Best efforts to make frame imagery available online within 20 days of capture complete
• Best efforts to make oblique imagery available online and/or ready for physical delivery
within 30 days of capture completion
• Best efforts to make ortho imagery available online and/or ready for physical delivery
within 200 days of final data collection.
Page 23 of 28 Spokane County, WA—C23859125 2022-02-15 C-0001-20200910.8
Essentials Add -on - Certified Ortho
Products Related to
Essentials
Essentials+
Advanced
Product Description
Certified Ortho upgrades an Essentials orthomosaic to an authoritative orthomosaic produced in
accordance with state and local requirements
Product Eligibility
• Reveal Certified Ortho can only be purchased in conjunction with a related product type
• Reveal Certified Ortho is only applicable to Reveal orthomosaic imagery
Orthomosaic Accuracy
Absolute Horizontal Accuracy:
• Produced to meet ASPRS Horizontal Accuracy Standards of 53 px RMSEx,y
• Optional 2 px RMSEx,y (where available)
ASPRS Accuracy
https://www.asprs.org/a/society/committees/standards/Positional_Accuracy_Standards.pdf
Standards
Metadata and
Reporting
Reporting
• FGDC Compliant metadata
• Project report in accordance with state and local requirements
Optional Reporting*
• Signed & Sealed Produced to Accuracy Statement
• Signed & Sealed Tested to Accuracy Statement
o Requires Independent Accuracy Assessment to ASPRS Standards Product
* Available upon request. May require purchase of additional products
Essentials Add -on - TrueTouch
Products Related to
Essentials
Essentials+
Advanced
Product Description
TrueTouch is the application of visual improvements to customers' orthomosaic imagery
Product Eligibility
Can only be purchased with appropriate Reveal product
TrueTouch is only applicable to customer RGB and CIR orthomosaic imagery
Content Specifications
Seam Artifacts
• There will be no obvious seam edges between two adjacent orthophotos
• Orthomosaic will have edits to eliminate feature misalignment caused by seamlines which
pass through features above the elevation surface including roads. Feature alignment
across seamlines will be 3px or better.
o Exceptions may include residential buildings and industrial complexes
Building and Bridge Lean
• Correction of bridges
• Correction of major buildings obstructing roadways
o Exceptions may include residential buildings and industrial complexes
Page 24 of 28 Spokane County, WA — C23859125 2022-02-15 C-0001-20200910.8
Essentials Add
Products Relati
Product Name
Product Descril
Product Eligibili
Content
Specifications
Orthomosaic
Deliverable Fori
(Online)
Page 25 of 28
EagleView Reveal
Essentials+ Property deliverables
Product
Essentials+ Property
Ortho Frame
• Nominal tin GSD ortho imagery, Imagery as good as 1.2in and no worse than 3in
Imagery
Orthomosaic
• Typical Positional Horizontal Accuracy: 1m at a 95% confidence level
Specifications
• Fully automated photogrammetric orthomosaic. Imagery may contain seamlines
• Project -wide color and contrast balancing
Oblique Imagery
Nominal 2.6in GSD oblique imagery ranging from 1.7in to 3.5in GSD:
• Where available fully automated photogrammetric mosaiced imagery. Imagery
may contain seamlines
Metadata and
Metadata:
Reporting
• Metadata generated that meets FGDC Standards upon request
• Shapefile(s) with discrete deliverable boundaries and directional metadata
Orthomosaic
Resolution:
Deliverable
• Nominal tin GSD, no worse than 3in (Best Available Provided)
Format (Online)
Access Methods:
• Available via web -based viewer (Connect) - Contracted separately
• Also available via WMS/WMTS (Image Service) - Contracted separately
Orthomosaic
Resolution:
Deliverable
• Nominal 2in GSD, no worse than 3in (Best Available Provided)
Format (Physical)
Projection/Coordinate System:
• Customer Selectable
Datum:
• Customer Selectable
File Format:
• Mosaic Tiles
o Available as JPEG, GeoTIFF, JPEG2000, PNG, ECW, MrSID (All versions)
with world file
o Includes separate Pictometry Map Image (PMI) trailer file
• Project -Wide Mosaic
o Available in ECW, MrSID (All versions) format
Oblique Imagery
Access methods:
& Frame Imagery
• Available via web -based viewer (Connect) - Contracted separately
Deliverable
Format
Delivery Timeline
• Best efforts to make frame imagery available online within 20 days of capture
complete
• Best efforts to make ortho and oblique imagery available online and/or ready for
physical delivery within 30 days of capture completion
Page 26 of 28 Spokane County, WA — C23859125 2022-02-15 C-000 1 -20200910. 8
EagleView Reveal
Essentials+ Community deliverables
Product
Essentials+ Community
Orthomosaic
• Typical Positional Horizontal Accuracy: 1m at a 95% confidence level
Specifications
a Fully automated photogrammetric orthomosaic. Imagery may contain
seamlines
• Project -wide color and contrast balancing
Oblique imagery
Nominal 9in GSD oblique imagery or better:
• Where available fully automated photogrammetric mosaiced imagery.
Imagery may contain seamlines
Metadata and
Metadata:
Reporting
• Metadata generated that meets FGDC Standards upon request
• Shapefile(s) with discrete deliverable boundaries and directional
metadata
Orthomosaic
Resolution:
Deliverable Format
• Nominal 9in GSD
(Online)
Access Methods:
• Available via web -based viewer (Connect) - Contracted separately
• Also available via WMS/WMTS (Image Service) - Contracted separately
Orthomosaic
Resolution:
Deliverable Format
• Nominal 9in GSD
(Physical)
Projection/Coordinate System:
• Customer Selectable
Datum:
• Customer Selectable
File Format:
• Mosaic Tiles
o Available as JPEG, GeoTIFF, JPEG2000, PNG, ECW, MrSID (All
versions) with world file
o Includes separate Pictometry Map Image (PMI) trailer file
• Project -Wide Mosaic
o Available in ECW, MrSID (All versions) format
Oblique Imagery
Access methods:
Deliverable Format
• Available via web -based viewer (Connect) - Contracted separately
Delivery Timeline
F• Best efforts to make ortho and oblique imagery available online and/or
ready for physical delivery within 30 days of capture completion
Page 27 of 28 Spokane County, WA—C23859125 2022-02-15 C-000 1 -202009 10.8
MAP(S)
Page 28 of 28
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Spokane County, WA — C23859125 2022-02-15
C-0001-20200910.8