HomeMy WebLinkAbout16-92 Resolution No. 16-92
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH
PICTOMETRY INTERNATIONAL CORP.
FOR OBLIQUE AERIAL IMAGERY AND RELATED SOFTWARE REGARDING
THE CITY OF ELGIN'S GEOGRAPHIC INFORMATION SYSTEM
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS,that Sean R. Stegall, City Manager,be and is hereby authorized and directed to execute
an agreement on behalf of the City of Elgin with Pictometry International Corp. for oblique aerial
imagery and related software regarding the City of Elgin's geographic information system,a copy of
which is attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: June 22, 2016
Adopted: June 22, 2016
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
AGREEMENT BETWEEN
PICTOMETRY INTERNATIONAL CORP. ("Pictometry")AND
CITY OF ELGIN,IL ("Customer")
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
• Software License Agreement
Section C:Non-Standard Terms and Conditions
Appendix I:Photogrammetric Product Specifications
(all of which,collectively,constitute this"Agreement")set forth the entire understanding between Pictometry and Customer with
respect to the subject matter hereof and supersedes all prior representations,agreements and arrangements,whether oral or
written,relating to the subject matter hereof. Any modifications to this Agreement must be made in writing and be signed by
duly authorized officers of each party. Any purchase order or similar document issued by Customer in connection with this
Agreement is issued solely for Customer's internal administrative purposes and the terms and conditions set forth on any such
purchase order shall be of no force or effect as between the parties.
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): Non-Standard Terms and
Conditions;Photogrammetric Product Specifications; 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 ' PICTOMETRY NOTICE ADDRESS
150 Dexter Ct. 25 Methodist Hill Drive
Elgin,Illinois 60120 Rochester,NY 14623
Attn: Brendan Brooks,ITS Network/GIS Manager Attn: Contract Administration
Phone: (847)931-5644 Fax: 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. IN 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.
7. The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind.
8. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be
unenforceable,such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement
shall remain in full force and effect.
Page 1 of 18 CiryofElgin,IL—C184468 20160614 CMT-00054-20150928
9. Pictometry shall not be responsible for any failure on its part to perform due to unforeseen circumstances or to causes beyond
Pictometry's reasonable control,including but not limited to acts of God,war,riot,embargoes,acts of civil or military authorities,
fire,weather,floods,accidents,strikes,failure to obtain export licenses or shortages or delays of transportation,facilities,fuel,
energy,supplies,labor or materials.In the event of any such delay,Pictometry may defer performance for a period of time
reasonably related to the time and nature of the cause of the delay.
10. In consideration of,and subject to,payment by Customer of the Fees specified in Section A of this Agreement,Pictometry agrees
to provide Customer with access to and use of the products specified in Section A of this Agreement,subject to the terms and
conditions set forth in this Agreement. Customer hereby agrees to pay the Fees specified in Section A of this Agreement in
accordance with the stated payment terms and accepts and agrees to abide by the terms of this Agreement.
This Agreement shall become effective upon execution by duly authorized officers of Customer and Pictometry and receipt by
Pictometry of such fully executed document,such date of receipt by Pictometry being the"Effective Date."
PARTIES:
CUSTOMER PICTOMETRY
CITY OF ELGIN,IL PICTOMETRY INTERNATIONAL CORP.
entit t .c :y llinois munici.a cor oratio, a : . . a cor oration
SIGNAT;T�� // / jj;W1
NAME: SEAN R.STEGALL / NAME: //7 /AO/ /
TITLE: CITY MANAGER TITLE:,cf7,k i ]/r
DATE: June 22, 2016 EXEC11TION DATE: !.1/.9// •
Page 2 of 18 City of Elgin,IL—C184468 20160614 CMT-00054-20150928
SECTION A PRODUCT DESCRIPTIONS,PRICES AND PAYMENT TERMS
Pictometry International Corp. ORDER#
25 Methodist Hill Drive C184468
Rochester,NY 14623
BILL TO SHIP TO
City of Elgin,IL City of Elgin,IL
Brendan Brooks Brendan Brooks
ITS Network/GIS Manager ITS Network/GIS Manager
150 Dexter Ct. 150 Dexter Ct.
Elgin,Illinois 60120 Elgin,Illinois 60120
(847)931-5644 (847)931-5644
brooks_b@cityofelgin.org brooks_b@cityofelgin.org
CUSTOMER ID SALES REP FREQUENCY OF PROJECT
A117119 Idavis Biennial
FIRST P ROJECT
QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT AMOUNT'
PRICE(%)
65 AccuPLUS 4in- Product includes:4-inch GSD AccuPlus ortho mosaic tiles $680.00 $598.40 $38,896.00
CUSTOMER LIDAR-Per (GeoTIFF format),4-inch GSD oblique frame images(4-
Sector way),4-inch GSD orthogonal frame images,4-inch GSD (12%)
area-wide ortho mosaic(ECW format),1-meter GSD ortho
mosaic sector tiles and one area-wide 1-meter GSD mosaic
(ECW format).Orthogonal GSD:0.32 feet/pixel;Nominal
Oblique GSD(all values+/-10%):Front Line:0.33
feet/pixel,Middle Line:0.36 feet/pixel,Back Line:0.44
feet/pixel.Ortho-mosaic accuracy. 1 15 ft.RMSE(X or Y);
2.81 ft NSSDA 95%;meets or exceeds NMAS&ASPRS
Class 2 at 1"-100' Pricing discounted to reflect use of
customer-provided DTM to support ortho-rectification
(subject to Pictometry testing and validation) Refer to
attached terms and conditions
1 AccuPLUS Project Fee- AccuPLUS project fee for projects with customer-supplied $2,500.00 $2,500.00
CUSTOMER LIDAR DTM
Pictometry Connect-CA-50 Pictometry Connect-CA-50(Custom Access)provides $4,400.00 $1,650.00 $1,650.00
up to 50 concurrent authorized users the ability to login and
access the Pictometry-hosted custom imagery libraries (62.5%)
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.
License Term: 2 Year(s)
I AccuPlus Imagery Bundle Includes digital copy of the Licensed Documentation for $0.00 $0.00
with Two(2)Years of EFS the License Software,two(2)End User Training Sessions,
Maintenance&Support one(l)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 ropy of the updated documentation.
1 Electronic Field Study(EFS) One copy of Electronic Field Study software,latest version $0.00_ $0.00
I Media Drive Capacity 931G- External USB 2.0/eSATA Externally Powered.Delivery $199.00 $0.00 $0.00
Drive Model IT - media prices include copying a complete image library
EXTPOWER onto media.Sub-warehousing sold separately (100%)
I 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
SUBTOTAL-FIRST PROJECT $43,046.00
Page 3 of 18 City of Elgin,IL-C184468 20160614 CMT-00054-20 1 5092 8
SECOND PROJECT
QTY PRODUCTNAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT AMOUNT'
PRICE(%)
65 AccuPLUS 4in- Product includes 4-inch GSD AccuPlus ortho mosaic tiles $680.00 $598.40 $38,896.00
CUSTOMER LIDAR-Per (GeoTIFF format),4-inch GSD oblique frame images(4-
Sector way),4-inch GSD orthogonal frame images,4-inch GSD (12%)
area-wide ortho mosaic(ECW format), I-meter GSD ortho
mosaic sector tiles and one area-wide 1-meter GSD mosaic
(ECW format) Orthogonal GSD:0.32 feet/pixel;Nominal
Oblique GSD(all values+1-10%).Front Line:0 33
feet/pixel,Middle Line:0.36 feet/pixel,Back Line.0.44
feeUpixel.Ortho-mosaic accuracy. 1.15 ft.RMSE(X or Y);
2.81 ft NSSDA 95%;meets or exceeds NMAS&ASPRS
Class 2 at 1"=100' Pricing discounted to reflect use of
customer-provided DTM to support ortho-rectification
(subject to Pictometry testing and validation).Refer to
attached terms and conditions.
Pictometry Connect-CA-50 Pictometry Connect-CA-50(Custom Access)provides $4,400.00 $3,300.00 $3,300.00
up to 50 concurrent authorized users the ability to login and
access the Pictometry-hosted custom imagery libraries (25%)
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
License Term: 2 Year(s)
1 AccuPLUS Project Fee- AccuPLUS project fee for projects with customer-supplied $2,500.00 $2,500.00
CUSTOMER LIDAR DTM
1 AccuPlus Imagery Bundle Includes digital copy of the Licensed Documentation for $0.00 $0.00
with Two(2)Years of EFS the License Software,two(2)End User Training Sessions,
Maintenance&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
1 Electronic Field Study(EFS) One copy of Electronic Field Study software,latest version. $0.00 $0.00
Media Drive Capacity 931 G- External USB 2.0/eSATA Externally Powered Delivery $199.00 $0,00 $0.00
Drive Model IT - media prices include copying a complete image library
EXTPOWER onto media Sub-warehousing sold separately (100%)
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
SUBTOTAL—SECOND PROJECT $44,696.00
THIRD PROJECT
QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT AMOUNT'
PRICE(%)
65 AccuPLUS 4in- Product includes:4-inch GSD AccuPlus ortho mosaic tiles $680.00 $598.40 $38,896.00
CUSTOMER LIDAR-Per (GeoTIFF format),4-inch GSD oblique frame images(4-
Sector way),4-inch GSD orthogonal frame images,4-inch GSD (12%)
area-wide ortho mosaic(ECW format), 1-meter GSD ortho
mosaic sector tiles and one area-wide I-meter GSD mosaic
(ECW format) Orthogonal GSD:0 32 feet/pixel;Nominal
Oblique GSD(all values+/-10%):Front Line:0 33
feet/pixel,Middle Line:0.36 feet/pixel,Back Line:0 44
feet/pixel.Ortho-mosaic accuracy: 1.1 S ft.RMSE(X or Y);
2 81 ft NSSDA 95%;meets or exceeds NMAS&ASPRS
Class 2 at 1"=100' Pricing discounted to reflect use of
customer-provided DTM to support ortho-rectification
(subject to Pictometry testing and validation) Refer to
attached terms and conditions
Pictometry Connect-CA-50 Pictometry Connect-CA-50(Custom Access)provides $4.400.00 $3,300.00 $3,300.00
up to 50 concurrent authorized users the ability to login and
access the Pictometry-hosted custom imagery libraries (25%)
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
License Term: 2 Year(s)
1 AccuPLUS Project Fee- AecuPLt1S project fee for projects with customer-supplied $2,500.00 $2,500.00
CUSTOMER LIDAR DTM
Page 4 of 18 City of Elgin,11.—C 184468 20160614 CMT-00054-20150928
1 AccuPlus Imagery Bundle Includes digital copy of the Licensed Documentation for $0.00 $0.00
with Two(2)Years of EFS the License Software,two(2)End User Training Sessions,
Maintenance&Support one(t)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.
1 Electronic Field Study(EFS) One copy of Electronic Field Study software,latest version $0.00 $0.00
1 Media Drive Capacity 931G- External USB 2 0/eSATA Externally Powered.Delivery $199.00 $0.00 $0.00
Drive Model IT - media prices include copying a complete image library
EXTPOWER onto media.Sub-warehousing sold separately. (100%)
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
SUBTOTAL—THIRD PROJECT $44,696.00
Thank you for choosing Pictometry as your service provider. I TOTAL ( $132,438.00
lAmount per product=((I-Discount%)•Qty•List Price)
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 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 amount due under this Agreement including,but not limited to,
attorneys'fees and court costs.
FIRST PROJECT
Due at Signing $5,174.50
Due at Initial Shipment of Imagery $15,523.50
Due at First Anniversary of Shipment of Imagery $20,698.00
Due at Activation of Online Services $1,650.00
Total Payments $43,046.00
SECOND PROJECT
Due at Initial Shipment of Imagery $20,698.00
Due at First Anniversary of Shipment of Imagery $20,698.00
Due at Activation of Online Services $3,300.00
Total Payments $44,696.00
THIRD PROJECT
Due at Initial Shipment of Imagery $20,698.00
Due at First Anniversary of Shipment of Imagery $20,698.00
Due at Activation of Online Services $3,300.00
Total Payments $44,696.00
PRODUCT PARAMETERS
ACCUPLUS IMAGERY—FIRST PROJECT
Product: AccuPLUS 4in•CUSTOMER LIDAR-Per Sector
Elevation Source: USGS
Coverage Area Format: Shapefile
Leaf: Less than 30%leaf cover(Off)
Special Instructions:
Page 5 of 18 City of Elgin,IL—C184468 20160614 CMT-00054-20 l 50928
ACCUPLUS IMAGERY—SECOND PROJECT
Product: AccuPLUS 4in-CUSTOMER LIDAR-Per Sector
Elevation Source: USGS
Coverage Area Format: Shapefile
Leaf Less than 30%leaf cover(Oft)
Special Instructions:
ACCUPLUS IMAGERY—THIRD PROJECT
Product: AccuPLUS 4in-CUSTOMER LIDAR-Per Sector
Elevation Source: USGS
Coverage Area Format: Shapefile
Leaf Less than 30%leaf cover(Off)
Special Instructions:
Standard Org/ro 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 may be inherent artifacts in sonic 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 outlines 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;
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
CONNECT—FIRST PROJECT
Product: Pictometry Connect-CA-50
Admin User: Brendan Brooks
Admin User Email: brooks_b @cityofelgin.org
Requested Activation: at signing
Special Instructions:
CONNECT—SECOND PROJECT
Product: Pictometry Connect-CA-50
Admin User: Brendan Brooks
Admits User Email: brooks_becityofclgin.org
Requested Activation: at signing
Special Instructions:
CONNECT—THIRD PROJECT
Product: Pictometry Connect-CA-SO
Admin User: Brendan Brooks
Admin User Email: brooks_bicityofelgin.org
Requested Activation: at signing
Special Instructions.
CONNECT: GEOFENCES—FIRST PROJECT
Geofence: IL Kane
CONNECT: GEOFENCES—SECOND PROJECT
Geofence: IL Kane
CONNECT: GEOFENCES—THIRD PROJECT
Geofence: IL Kane
Page 6 of 18 City of Elgin,IL—C184468 20160614 CMT-00054-20150928
RapidAccess—Disaster Response Program(I)RP)
Customer is eligible for DRP described below from the Effective Date through the second anniversary of the initial Pmject 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 II 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 ExplorerTM–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 7 of 18 City of Elgin,IL—C 184468 20160614 CMT-00054-20150928
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
L1 "Authorized Subdivision!"means,if you are a City,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 of you or Authorized Subdivisions that are to be performed entirely within
facilities of you or Authorized Subdivisions;
(ii)Project Participants under the supervision of Authorized Users for performance of tasks or preparation of materials using only hard copies(or
jpg 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 Mpg 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.DDT)including,hut riot 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
learn of the claim or proceeding,and(b)report promptly to Pictometry all claimed or suspected defects in Delivered Content.
3.3 Authorized User Compliance. You shall at all times be responsible for compliance by each Authorized User with the Delivered Content Terms and
Conditions
3.4 Authorized Subdivision Compliance. You shall at all 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 Protect 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 Terms 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 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 he stored or available
at the time,and return hard drive/media containing Delivered Content to Pictometry
5, 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
Page 8 of 18 City of Elgin,IL—C184468 20160614 CMT-00054-20150928
copies of any Delivered Content without prior written approval from Pictometry. You may,however, include an appropriate government seal and your
contact 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 vorranty,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,TiHE 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 DEARS 252 227-7013.Rights in Technical Data and Computer Software and FAR 52.227-14,Rights in
Data-General,including Alternate III.as applicable
7.2 Governing Law. This License Agreement shall be governed by and interpreted in accordance with the laws of the State of New York,excluding its
conflicts of law principles.
[END OF DELIVERED CONTENT TERMS AND CONDITIONS]
Page 9 of 18 City of Elgin,IL—C184468 20160614 CMT-00054-20150928
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
12 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;(h)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 I 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 riser'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 unauthorised use of Prctometry
Credentials assigned to your Eligible Users and will promptly deactivate any Pictometry Credentials you suspect arc 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 Thc 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 claints 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 arty 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 Ity 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 10 of 18 City of Elgin,IL—C184468 20160614 CMT-00054-20150928
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 of any Licensed Content,third party alliance entity,their affiliates,and any officer,director,employee,subcontractor,agent,successor,or assign of
any third party supplier of any Licensed Content or third party alliance entity and their affiliates.
5 3 TO THE FULLEST EXTENT PERMISSIBLE 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 ALL OTHER REMEDIES WHICH YOU MAY HAVE
AGAINST ANY COVERED PARTY.
5 4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW,NEITHER YOU NOR 111E COVERED PARTIES WILL BE LIABLE FOR
ANY SPECIAL,INDIRECT,INCIDENTAL..OR CONSEQIIENTIAI.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. 11iE 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 I 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 tight 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-rata 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 he 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 hearing 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,is 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 I Iill
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 s 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 he 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 an,and will inure to the benefit attic panics 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 New York,excluding its conflicts of law principles
I Inless you arc a government entity,in the event that any legal proceedings arc commenced with respect to any matter arising under this license Agreement,
the parties specifically consent and agree that the courts of the State of New York or,in the alternative,the Federal Courts located in the State of New York
shall have exclusive jurisdiction over each of the parties and over the subject matter of any such proceedings,and that the venue of any such action shall be
in Monroe County.New York or the U S District Court for the Western District of New York,as applicable
Page 11 of 18 City of Elgin,IL—C184468 20160614 CMT-00054-20150928
6.7 ibis License Agreement will be enforced to the fullest extent permitted by applicable law.If any provision of this License Agreement is held to be invalid or
unenforceable to any extent,then(a)such provision will be interpreted,construed and reformed to the extent reasonably required to render it valid,
enforceable and consistent with its original intent and(b)such invalidity or unenforceability will not affect any other provision of this License Agreement
6 8 Where applicable,each affiliated company of Pictometry and each third party supplier of the Online Services or any Licensed Content has the right to assert
and enforce the provisions of this License Agreement directly on its own behalf as a third party beneficiary
6.9 In the event of a breach of your obligations under this License Agreement or your payment obligations with respect to access to the Online Services or the
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.
(END OF ONLINE SERVICES GENERAL TERMS AND CONDITIONS]
Page 12 of 18 City of Elgin,IL—C184468 20160614 CMT-00054-20150928
SECTION B LICENSE TERMS
PICTOMETRY SOFTWARE
LICENSE AGREEMENT
PLEASE READ THiS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING
TUE 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.
I 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-sublicenscable,non-exclusive
license to install and use the Pictometry Software and the Documentation(collectively,the"Proprietary Materials")solely for internal use. Use oldie
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 I'l'1'LE. The Proprietary Materials are confidential information of,trade secrets of,and arc 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 arc 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. '1'O THE MAXIMUM EXTENT
PERMFI-iTED BY APPLICABLE LAW,THE PICTOMETRY SOFTWARE IS PROVIDED AS IS",Wll'H 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 NUT LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF
FITNESS FOR A PARTICULAR PURPOSE. PICI'OMETRY DOES NOT WARRANT THAT THE.FUNCTIONS CONTAINED iN OR PROVIDED BY
THE PICTOMETRY SOFTWARE WILL MEET YOUR REQUIREMENTS,THAT THE OPERATION OF THE PiCTOMEIRY 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 01'LIABILITY(CONTRACT,TORT
OR OTHERWISE),EVEN IF PICTOMETRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.IN NO EVENT WILL
PICTOMEIRY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES(OTHER TI IAN 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 if you 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 DEARS 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 of any license grants to United States federal
governmental 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 New York,excluding its conflict of laws
principles.
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. If any 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 unenfonceability of
any particular provision of this 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 will survive indefinitely
Page 13 of 18 City of Elgin,IL—C184468 201606 i 4 CMT-00054.20150928
F Force Majeure. Neither party will be liable for any costs or damages due to nonperformance under this License arising out of any cause not within the
reasonable control of such party and without its fault or negligence.Neither party will be liable for any delay or failure in the perfonnance of its
obligations under this License that directly results from any failure of the other party to perform its obligations as set forth in this License
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 tire 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 14 of 18 City of Elgin,IL—C184468 20160614 CMT-00054-20150928
SECTION C NON-STANDARD TERMS AND CONDITIONS
1. Online Services Eligible Users: Notwithstanding anything in the Online Services General Terms and Conditions incorporated in this Agreement
to the contrary,the terms"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.
2. Applicable Law: Notwithstanding anything to the contrary set forth elsewhere in this Agreement,this Agreement and any modifications,
amendments or alterations shall be interpreted,construed and enforced in all respects in accordance with the laws of the State of Illinois,excluding
its conflicts of law principles. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this
Agreement shall be in the Circuit Court of Kane County,Illinois.
3.Non-appropriation of Funds: Notwithstanding anything herein to the contrary,in the event that the funds due for the Second Project or the Third
Project,as defined herein,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
the project for which funds have not been appropriated;
b.This Agreement shall remain in full force and effect,however commencement of the project for which funds have not been appropriated shall be
deemed postponed until such time as funds for such project have been appropriated and all other sums due under the terms and conditions of this
Agreement have been paid by Customer. In the event that the postponement exceeds eighteen months,Pictometry reserves the right to terminate any
and all obligations with respect to the postponed project and all subsequent projects included in this Agreement;and
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.
4. Compliance with Law: Notwithstanding any other provision of this Agreement,it is expressly agreed and understood that in connection with the
performance of this Agreement.Pictometry shall comply with all applicable federal,state,city and other requirements of law,including,but not
limited to,any applicable requirements regarding prevailing wages,minimum wage.workplace safety and legal status of employees. Without
limiting the foregoing,Pictometry hereby certifies,represents and warrants to Customer that all of Pictometry's employees and/or agents who will be
providing products and/or services with respect to this Agreement shall be legally authorized to work in the United States. Pictometry shall also,at
its expense,secure all permits and licenses,pay all charges and fees,and give all notices necessary and incident to the due and lawful prosecution of
the work,and/or the products and/or services to be provided for in this Agreement. No more than one time during each twelve(12)month period
starting with the Effective Date until the expiration of one year after final payment under this Agreement.Customer,on at least thirty days prior
written notice to Pictometry,shall have the right to request from Pictometry copies of documents necessary to monitor compliance with Section C,
paragraph 4 of this Agreement and Pictometry shall provide such documents to Customer. Customer shall be solely responsible for the costs of such
audit.
5. Execution:This Agreement may be executed in counterparts,each of which shall be an original and all of which shall constitute one and the same
agreement. For the purposes of executing this Agreement,any signed copy of this Agreement transmitted by fax machine or e-mail shall be treated
in all manners and respects as an original document. The signature of any party on a copy of this Agreement transmitted by fax machine or c-mail
shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or c-
mailed copy of this Agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any
fax or e-mail copy of this Agreement shall be re-executed by the parties in an original form. No party to this Agreement shall raise the use of fax
machine or e-mail as a defense to this Agreement and shall forever waive such defense.
6. City of Elgin.Il..Defined: The City of Elgin,IL shall be defined as"City"and"City"shall replace each instance of"Customer"set forth in this
Agreement with the exception of product titles and descriptions set forth in Section A of this Agreement.
7. Limitation of Liability: Section 6 of the Order Form is hereby deleted in its entirety and replaced with the following: With respect to any claims
for direct damages that Customer may have or assert against Pictometry on any matter relating to the Agreement,except with respect to damages for
personal injury,property damage or gross negligence,the total liability of Pictometry shall,in the aggregate,be limited to the aggregate amount
received by Pictometry pursuant to the Agreement. With respect to any claims for direct damages that Pictometry may have or assert against
Customer on any matter relating to the Agreement,excluding claims relating to breach of confidentiality or infringement,the total liability of
Customer shall,in the aggregate,be limited to the aggregate amounts paid and payable by Customer pursuant to this Agreement.
8. Fees;Payment Terms: The paragraph entitled"Fees;Payment Terms"set forth in Section A is hereby deleted in its entirety and replaced with the
following: 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) 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 without reducing any amount owed to
Pictometry unless documents reasonably satisfactory to Pictometry evidencing exemption from such taxes is provided to Pictometry.
Page 15 of 18 City of Elgin,IL—C184468 20160614 CMT-00054-20150928
9. Oven Records Reuucsts: In the event Customer receives an open records request to inspect all or any part of the products set forth in Section A
herein and/or receive a copy thereof,Customer agrees that:a)Customer shall raise any applicable exemptions available to it;and b)Customer will
provide Pietometry with written notice prior to providing the requestor with access to or copies of the products set forth in Section A herein;provided
however no such notification is required for requests made as set forth in Section 2.1(b)(iii)of the Pictometry Delivered Content Terms and
Conditions of Use.
10. Agreement: The first sentence in Section 1 of the Order form is hereby deleted in its entirety and replaced with: 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
• Software License Agreement
Section C:Non-Standard Terms and Conditions
Appendix 1:Photogrammetric Product Specifications
(all of which,collectively,constitute this"Agreement")set forth the entire understanding between Pictometry and Customer with respect to the
subject matter hereof and supersedes all prior representations,agreements and arrangements,whether implied,oral or written,relating to the subject
matter hereof.
11.Effective Date: The last sentence in the Order Form is hereby deleted in its entirety and replaced with the following:
This Agreement shall become effective upon execution by duly authorized officers of Customer and Pictometry,such date of last signature as
reflected by this Agreement being the"Effective Date."
[END OF NON-STANDARD TERMS AND CONDITIONSI
Page 16 of 18 City of Elgin,IL—C 1 84468 20160614 CMT-00054-20150928
APPENDIX 1 PRODUCT SPECIFICATIONS
AccuPlus®Premium Ortho-Mosaic
Product Overview.
Seamless ortho-mosaic produced from individual frames and tiled to customer's preferred tiling scheme.
Acquisition:
Flight plans will be prepared to capture image frames with nominal 60%forward overlap and nominal 30%sidelap in order to provide sufficient overlap for automatic
aerial triangulation and mitigation of building lean in orthophotography produced Source imagery will be acquired during times of optimal environmental conditions
Imagery will generally be captured when solar altitude is 30 degrees or greater and/or by using the most optimal four-hour window,except where capture season offers
significantly longer window. Imagery will be acquired with ground free of snow cover and deciduous vegetation less than 30%of full bloom Frames with clouds will
be rejected and reflown Any planned deviation from these conditions imposed by capture window constraints will he discussed with client prior to commencement of
acquisition
Camera:
Pictometry utilizes its USGS certified,custom designed mapping camera incorporating a Kodak sensor and custom designed photogrammetric lenses. The sensor is
fully calibrated according to Pictometry's USGS approved calibration process. Pictometry's sensor provides a dynamic range of 12 bits per band,ROB(resampled to 8
bits during processing)
Ortho-Rectification
Prior to the production of orthophotography,Pictometry will perform automatic aerial triangulation,utilizing the directly observed Exterior Orientations(EOs)and
ground control points(GCPs),measured by a licensed surveyor,for the purpose of orienting the individual frames for creation of the final ortho imagery. In addition to
the GCPs,sophisticated matching techniques will be employed to automatically create tie points for use in performing a bundle adjustment. Pictometry will utilize best
available Digital Terrain Models,combined with the calibrated camera interior orientations,ground control points,and triangulated EOs to rectify the images.When the
rectification requires a resampling of the source imagery,a cubic convolution method will be utilized.
Mosaic:
Global color balancing will be applied to all orthophotos to create homogeneous orthophotos within the project area. Local adjustments of brightness values,color and
contrast will be performed if needed.There will be no obvious scam edge between twit adjacent orthophotos Mosaic will be created using automated seamline steering,
with manual edits to eliminate feature misalignment caused by seamlines which pass thru features above the elevation surface. Feature alignment across seamlines will
be 3 pixels or better. When possible.seamlines will be steered away from elevated features to improve orthophoto quality.Once the mosaic has been produced,the
imagery will be tiled and named according to the customer provided(or Pictometry generated)schema for delivery.
Page 17 of l8 City of Elgin,IL—C184468 20160614 CMT-00054-20150928
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Page 18 of 18 City of Elgin,IL—C 1 84468 20160614 CMT-00054-20150928