HomeMy WebLinkAbout11-21 S
Resolution No. 11-21
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT
WITH PICTOMETRY INTERNATIONAL CORP.
FOR OBLIQUE AERIAL IMAGERY AND RELATED SOFTWARE
BE IT 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, a copy of which is attached hereto and made a part hereof by reference.
s/Ed Schock
Ed Schock, Mayor
Presented: January 26, 2011
Adopted: January 26, 2011
Omnibus Vote: Yeas: 6 Nays: 0
Attest:
s/Diane Robertson
Diane Robertson, City Clerk
RECEIVED
FEB 22 2011
Pictornetry®IntelligentImage
February 15, 2011
Sean R. Stegall
City Manager
150 Dexter Ct.
Elgin, IL 60120
Dear Mr. Stegall,
Enclosed you will find a copy of your fully executed License Agreement between the City of Elgin and
Pictometry International Corp.
If you have any questions, please do not hesitate to call me (585) 486-0093.
Sincerely,
4t1A,C. ()Ara a
Virginia Wade
Contract Administration
Pictometry International Corp.
100 Town Centre Drive, Suite A•Rochester, New York 14623•Toll Free: 888-771-9714•Local: 585-486-0093•Fax: 585-486-0098
E-mail: info@pictometrycom
PICTOMETRY INTERNATIONAL CORP.
GENERAL LICENSE TERMS AND CONDITIONS
THIS AGREEMENT is made as of the date set forth below (the "Effective Date") by and between Pictometry International, Corp., a Delaware
corporation with offices at 100 Town Centre Drive,Suite A,Rochester,NY 14623("Pictometry"),and the City of Elgin,Illinois with offices located at
150 Dexter Ct,Elgin,Illinois 60120(the"Licensee").
Intending to be legally bound,Pictometry and the Licensee(each a"party")hereby agree:
1. ARTICLE—DEFINITIONS for purposes of this Agreement:
1.1 "Pictometric Licensed Images" ("Licensed Images") means orthogonal and oblique digital images of portions of the earth's surface,
captured from airborne platforms using Pictometry's patented and proprietary hardware and software capture system.
1.2 "Community Images"("CI")means a set of views,each covering an entire Image Sector. One view from directly overhead and other views
from different oblique angles.
1.3 "Neighborhood Images"("NI")means a set of overlapping,orthogonal and oblique views blanketing the entire sector,providing for a higher
degree of detail than Community Images.
1.4 "Image Sector"means a portion of an image collection project and defined as approximately one square mile in area.
1.5 "Geographic MetaData" ("Metadata") means data supplied by Pictometry that is captured from airborne platforms using Pictometry's
patented and proprietary hardware and software capture system.
1.6 "Electronic Field Study" ("EFS") means a proprietary software and file structure package that allows for the display, navigation,
measurement,annotation and analysis of Pictometric Licensed Images.
1.7 "Pictometry Licensed Software"("Licensed Software")means any proprietary software provided by Pictometry. This includes,but is not
limited to,programs such as EFS and Change Analysis and program modules such as 911 or GIS integration/interfaces.
1.8 "Image Warehouse" ("IW")means a hierarchical storage system of Pictometric Images,as well as data and elevation models,that allows
fast,random access by geo-location.
1.9 "Digital Elevation Model"("DEM")means a general definition for a file containing ground elevation data. This may be a digital elevation
model,a digital terrain model,or a reflective surface model and is meant to encompass all means of production,including LIDAR and stereo
pairs.
1.10 "Licensed Documentation" ("Documentation") means written and/or electronic materials containing instructions and other information
related to the use of the Licensed Images and the Licensed Software.
2. ARTICLE—GENERAL
2.1 Licensed Products.This Agreement pertains to the particular Images described in Schedule A and attached to this Agreement(the"Licensed
Images"), the particular copies of the Software listed in Schedule A (the "Licensed Software"), the associated Metadata (the "Licensed
Metadata"), and the DEM described in Schedule A attached to this Agreement (the "Licensed DEM"), all of which, along with the
Documentation, are together referred to as the "Licensed Products." The terms and conditions of this Agreement may also apply to other
products or services that may from time to time be licensed from Pictometry by the Licensee.
2.2 System Installation. Pictometry shall install a copy of the Licensed Products on storage media either provided by Licensee or purchased from
Pictometry,as specified in Schedule A. With the assistance of Pictometry,the Licensee will install the Licensed Products from that media onto
computers,including server computers. The Licensee will be responsible for assuring that the computer system being used for these purposes
will satisfy the minimum system requirements set forth on Schedule A. Licensee and its Authorized Subdivisions(as provided in Section 2.3)
may use and execute the Licensed Software for official purposes only.
2.3 Licensee May Authorize Subdivisions and Users. The Licensee may authorize any department, sub unit,or location within the Licensee
(hereinafter"Authorized Subdivisions")to have the Licensed Products installed on computers owned(or leased)and used by those Authorized
Subdivisions. The installation of the Licensed Imagery and EFS, and the training of the Licensee and Authorized Subdivision Personnel
("Authorized Users"), may be performed only by Pictometry or by the Licensee's employees who have received special training from
Pictometry. All Authorized Subdivisions and Authorized Users.shall operate under this Agreement as agents of the Licensee and comply with
all obligations of Licensee with respect to the use and distribution of the Licensed Products,and Pictometry may look to the Licensee alone for
assuring compliance with the terms and conditions of this Agreement. Licensee agrees: (a) that it will not allow any persons other than
Authorized Users to use or operate,or to have any other access to,any of the Licensed Products(other than as described in Article 3.1 of this
Agreement), (b) that it will not allow access to any of the Licensed Software except through Licensee and Authorized Subdivisions
workstations, and (c) that it will cause all Authorized Users to comply with all of the terms, conditions, and limitations applicable to the
Licensee under this Agreement.
3. ARTICLE-GRANT OF LICENSE
3.1 License Grant,Uses and Certain Fees. In consideration for the payment of the License Fees provided for in Article 4 below,and subject to
the other terms and conditions of this Agreement, Pictometry hereby grants to Licensee, and Licensee hereby accepts, a nonexclusive,
nontransferable,limited license(the"License")for the following:
(a) Installation.To install the Image Warehouse on servers and install related Licensed Products on workstations,all of which shall be owned
(or leased)by,shall be located on the owned or leased property of,shall be under the control of,and shall be used only by the Licensee or
by Authorized Subdivisions. None of the Licensed Products(except Licensed Images)shall be accessed except through such designated
servers and workstations. -
(b) Documentation. To copy and use the related Documentation included in the Licensed Products in connection with the activities
described in this Section 3.1.
(c) Uses. Through Authorized Users only, to use and operate the Licensed Software on those designated servers and workstations in the
conduct of the public business of the Licensee, or of the Authorized Subdivisions, and to use the Licensed Products in the following
activities(and no others):
(1) For Internal Business. To use and execute the Licensed Products for internal pursuit of its or their public responsibilities.
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(2) For Persons Doing Business With Licensee ("Project Participants"). Under the supervision of Authorized Users, allow
representatives of persons doing business with the Licensee or an Authorized Subdivision on Licensee Projects(defined below)
to use and execute the Licensed Software at the Licensee's or Authorized Subdivisions' facilities only. For these purposes,
"Licensee Projects"shall mean any plan or effort,tangible or intangible,such as construction,real estate disposition,facilities
management, environmental studies, or public information brochures or notices used or to be used by the Licensee or an
Authorized Subdivision in pursuit of its public responsibilities. The Licensee or Authorized Subdivisions shall cause each
Project Participant to agree to use the hard copies(or jpg copies)of Licensed Images solely in connection with the Licensee's or
Authorized Subdivision's Project.
(3) For Public Use.Through Authorized Users only,to use and execute the Licensed Software solely for the purpose of making
hard copies and/or digital copies of Licensed Images for persons desiring them(which copies may contain annotations of
information stored in the Licensed Software and related to the property shown). Reproductions of individual(or limited
quantities of)Licensed Images using the Licensed Software,or reproduction or copying of the Licensed Images in any form by
any other means by Licensee or an Authorized Subdivision thereof,shall be permitted for distribution to Licensee's or
Subdivision's constituency and/or public users. Licensee may charge reproduction fees or no fees to the persons or entities
receiving the Images. The foregoing not withstanding,Licensee may not distribute images directly or indirectly to Google or
Google Affiliates.
3.2 Limitations on License. Licensee agrees:(a)that nothing under this Agreement authorizes it to engage in any service bureau work,to exercise
or provide any multiple-user license,or to enter into any time-sharing arrangement,except as expressly authorized with respect to Authorized
Subdivisions,(b)that Licensee will not authorize or allow any remote access,by any unauthorized persons,to the Licensed Products except as
expressly provided in this Agreement for Licensee and Authorized Subdivisions workstations, (c) that Pictometry shall not be obligated to
revise,improve,or otherwise change the Licensed Software in any way,(d)that the Licensee is responsible for selecting Authorized Users who
are qualified to operate the Licensed Products on licensee workstations and are familiar with the Licensed Products and trained as provided in
Section 2.3,(e)that the Licensee and its Authorized Subdivisions may not copy,download,store,publish,transmit,transfer,sell,or otherwise
install or use the Licensed Products (except for Licensed Images) in any form or by any means, except(i) as expressly permitted by this
Agreement,(ii)with Pictometry's prior written permission,or(iii)to the extent not expressly prohibited by this Agreement,as allowed under
the fair use provision of the Copyright Act(17 U.S.C. § 107). Licensee agrees that it will deliver to all recipients of any hard copies,and to
any other persons who may have access to any of the Images, all such disclaimers and other information so as to assist those persons in
understanding the limitations on the accuracy of the information developed through the Licensed Products. For purposes of this Agreement,
service bureau work shall be deemed to include,without limitation,use of the Licensed Products to process or to generate output data for the
benefit of or for purposes of, rendering services to, any third party over the Internet or other public communications medium. Authorized
access through designated servers and workstations includes remote access by Licensee's employees for the business/governmental purposes of
Licensee.
3.3 Pictometry's Reserved Rights. Pictometry reserves the right,at its sole discretion and without liability to Licensee,to create new versions of,
or modules,with additional functionality for any part of the Licensed Products,which may be acquired on a nonexclusive basis by Licensee
under a separate agreement. Pictometry may,in addition,produce upgrades to enhance operations of the Licensed Products, which will be
supplied without additional cost to Licensee during the initial term of this License Agreement.
4. ARTICLE-LICENSE FEES
4.1 License Fees. In consideration for the License,and subject to the other terms and conditions of this Agreement,the Licensee hereby agrees to
pay to Pictometry the fees described on Schedule A(altogether the"License Fees") and payment shall be made as provided in Schedule A.
Any tax,including sales tax,is in addition to the License Fees and is the responsibility of the Licensee unless documentation of tax exemption
is provided to Pictometry. All License Fees shall be earned on the date Licensed Products are shipped. For the convenience of the Licensee,
the payment of these fees may be spread over the initial term of this Agreement as provided on the attached Schedule A.
5. ARTICLE-OBLIGATIONS OF LICENSEE
5.1 Geographic Data. If available, Licensee agrees to provide to Pictometry geographic data in industry standard format, shape, DBF, etc.,
including digital elevation models, street centerline maps, tax parcel'maps, centroids, etc., which data, to the extent practicable, shall be
incorporated into the Image Library licensed to the Licensee. Licensee agrees that any of this data that is owned by the Licensee, may be
distributed by Pictometry with the Image Library that is used in the Pictometry On-Line product and in licensing the Image Library to other
licensees. At no time shall Pictometry claim ownership of that data.
5.2 Notification. Licensee will:(a)notifyPictometryin writingof anyclaim or proceeding involving any of the Licensed Produc
ts within ten(10)
days after Licensee learns of the claim or proceeding;and(b)report promptly to Pictometry all claimed or suspected defects in any Licensed
Product.
6. ARTICLE-ASSIGNMENT
6.1 General. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties,their successors and permitted assigns,
but shall not be assignable by either party except as provided in Sections 6.2 and 6.3 below.
6.2 Assignment By Licensee. This Agreement will not be assignable by Licensee,and Licensee may not delegate its duties hereunder without the
prior written consent of Pictometry. • -
6.3 Assignment By Pictometry.Pictometry shall have the right to assign its rights to receive License Fees under this Agreement, but no such
assignment shall affect Pictometry's obligations hereunder.In addition,Pictometry shall have the right to assign all its rights to any person or
entity,provided the assignee has assumed all of Pictometry's obligations under this Agreement.Except as provided above in this Section 6.3,
this Agreement will not be assignable by Pictometry.
7. ARTICLE-DURATION AND TERMINATION OF LICENSE
7.1 Initial Term. The initial term of this Agreement shall commence upon the shipment of substantially all of the Image Warehouse and the initial
term shall expire as indicated on Schedule A,unless the parties enter into a written agreement extending that initial term. At the end of that
initial term of this Agreement, and after all License Fees for the initial term have been paid, this License shall automatically convert to a
royalty—free,perpetual license and Pictometry shall allow the Licensee to keep,use,and operate the Licensed Products forever. Licensee will
be responsible for ongoing support/maintenance/upgrade fees for this Perpetual License unless the Licensee has renewed this License for
additional Image Libraries. Under the Perpetual License,Licensee's obligations under this agreement shall continue in perpetuity except for its
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obligations to pay License Fees. Pictometry shall have no obligations under this Agreement except for those with regard to the additional
Support, Upgrades and Maintenance for their Licensed Software. If Licensee renews this License Agreement for an additional term, all
support,upgrades and maintenance on Licensed Products under a perpetual license shall be provided at no charge to Licensee during the term
of the renewal. Effective as of the expiration of the initial term as provided in Schedule A,Licensee will no longer be able to add images to the
existing Image Library unless a renewal occurs.
7.2 Termination for Cause. This Agreement may be terminated by either party in the event that the other party has failed to perform a material
obligation or has otherwise breached a material term of this Agreement,and if that other party has failed to cure that failure or breach within
thirty(30)days after receipt of written notice thereof from the other party.
7.3 Effect of Termination. Upon termination of this Agreement as provided in Section 7.2 above,Licensee shall immediately cease any and all
further use of the Licensed Products and shall promptly purge all copies of the Licensed Products from all computers and workstations on
which any of them may be stored or available at the time. Within thirty(30)days of the date of termination of this Agreement,Licensee shall
also pay Pictometry all amounts, if any, due hereunder. The provisions of Articles 6, 7, 8, 9 and 10 of this Agreement shall survive any
termination of this Agreement.
8. ARTICLE-INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
8.1 Licensed Products.The parties acknowledge and agree that Pictometry shall have and retain sole and exclusive ownership and all right,title,
and interest in and to any Licensed Images, Licensed Metadata, Licensed Software, Licensed DEM and Licensed Documentation provided
under this Agreement and all copyrights,patents,trademarks, trade names, logos, trade secrets, and other proprietary rights in or associated
with each of the Licensed Products(altogether the"Proprietary Rights"). Licensee agrees; (a)that it will never assert or claim any interest in,
or do anything that may adversely affect the validity of,or infringe on,or affect Pictometry's right,title,and interest in,any Proprietary Right,
and (b)that it will use reasonable efforts to protect the Proprietary Rights,including placing or maintaining all copyright,patent,and other
notices and other indications of Pictometry's ownership thereof on all Licensed Products and on all copies of Licensed Images and all other
property of Pictometry when instructed by Pictometry, and (c) that it will notify Pictometry promptly after learning about any actual or
suspected breach of any Proprietary Rights.
8.2 Use of Pictometry's Marks. Licensee agrees not to attach any additional trademarks, trade names, logos or designations to any Licensed
Products or to any copies of any of the Licensed Images without prior written approval from Pictometry. Licensee may,however,include a
Licensee seal and Licensee's contact information so long as the seal and contact information in no way obscure or deface the Pictometry marks.
Licensee further agrees that Licensee will not use any Pictometry trademark,trade name,logo,or designation in connection with any product or
service other than the Pictometry Licensed Images and the other Pictometry Licensed Products. Licensee's nonexclusive right to use
Pictometry's trademarks,trade name,logos,and designations is coterminous with this Agreement.
8.3 Electronic and Other Publishing. Except as provided in Article 3.1 of this Agreement,Licensee is specifically prohibited from publishing
any Licensed Products(other than Licensed Images)in any way,whether separately or as part of any other publication. For these purposes,
publishing includes,making available on the Internet or World Wide Web or any other general access electronic network,method or medium.
8.4 Confidentiality of Licensed Products. The Licensed Products are commercially valuable, proprietary products owned by Pictometry, the
design and development of which reflect an investment of considerable time, effort, and money. The Licensed Products are treated by
Pictometry as confidential and contain substantial trade secrets of Pictometry. Licensee agrees that it will not disclose,provide a copy of,or
disseminate the Licensed Products(other than Licensed Images)or any part thereof to any person who does not need to obtain access thereto
consistent with Licensee's rights and obligations under this Agreement.Licensee agrees to use its best efforts to assure(a)that all its personnel,
and any others afforded access to the Licensed Products, will protect the Products against unauthorized use, disclosure, copying, and
dissemination,and(b)that access to the Licensed Products and each part thereof will be strictly limited. Licensee understands that Pictometry
does not disclose source code and Licensee agrees that it will take all reasonable actions to assure that persons who might access the Licensed
Software will not "unlock" or "reverse engineer" any part of the Licensed Software so as to find or uncover the source code or other trade
secrets included therein.
9. ARTICLE-LIMITED WARRANTY;DISCLAIMER OF WARRANTIES;LIMITED REMEDIES
9.1 Limited Warranties. Pictometry warrants that the Licensed Images and the Licensed Products installed by Pictometry on any Authorized
Workstation supplied by Licensee pursuant to this Agreement will be true and usable copies as of the date of capture. Upon notice to
Pictometry of any breach of that warranty,Pictometry will use its reasonable efforts to correct the problem so as to allow the Licensed Products
to produce Images and related data that are usable for the general purposes intended.The foregoing warranty is the sole and exclusive warranty
that Pictometry makes with respect to the Licensed Products,and the remedy set forth above is the sole and exclusive remedy for breach of that
warranty.
9.2 Disclaimer of Other Warranties. Except as provided in Section 9.1 above,EACH OF THE LICENSED PRODUCTS IS PROVIDED TO
LICENSEE"AS IS"AND"WITH ALL FAULTS." PICTOMETRY MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF
ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND
NONINFRINGEMENT,ARE HEREBY DISCLAIMED AND EXCLUDED BY PICTOMETRY.
9.3 Limitations and Exclusions of Remedies. The remedy set forth in Section 9.1 is the sole and exclusive remedy provided for breach of the
warranty given. With respect to any other claims that Licensee may have at any time against Pictometry on any matter relating to this
Agreement, or the installation, operation, design, distribution, or use of the Licensed Products, the total liability of Pictometry shall in the
aggregate be limited to the aggregate amounts of money that Licensee has paid to Pictometry under this Agreement.In addition,because of
scheduling and other considerations in preparing current Licensed Images,Pictometry cannot assure delivery of the Licensed Products on a
specified delivery date, and Pictometry shall not be liable for any such late delivery except in a case of its gross negligence or willful
misconduct.IN NO EVENT SHALL EITHER PARTY BE LIABLE,UNDER ANY CAUSE OF ACTION OF ANY KIND ARISING OUT
OF OR RELATED TO THIS AGREEMENT, THE LICENSED PRODUCTS, OR IMAGES (INCLUDING UNDER THEORIES
INVOLVING TORT,CONTRACT,NEGLIGENCE, STRICT LIABILITY,OR BREACH OF WARRANTY),FOR ANY LOST PROFITS
OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY THE
OTHER PARTY OR BY ITS CUSTOMERS OR OTHERS,EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
9.4 Imagery Specifications. Ground Sample Distance("GSD")may be affected by Air Traffic Control or terrain restrictions. Images shall have
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an unobstructed view of the ground.In controlled airspace around airports(and other areas)and in areas of rapid elevation changes,the image
footprint sizes and resolutions may vary. There may be varying degrees of ground illumination and color variations due to lighting and cloud
. shadows. Pictometry's Orthogonal images provide the coordinate accuracy fulfilling most planemetric requirements.Pictometry data,however,
are not intended for authoritative or definitive mapping or surveying replacement. If there is a need for authoritative mapping products,
additional work is required by licensed individuals in order to certify Pictometry's orthogonal imagery.
10. ARTICLE-GENERAL
10.1 Entire Agreement. This Agreement,which includes the attached Schedules,contains the entire agreement between the parties and supersedes
all written or oral agreements,descriptions,representations,and understandings with respect to the subject matter hereof. Where differences
occur between the main body of the Agreement and the attached Schedules, the Schedules shall supersede the Agreement. Licensee
acknowledges that it is not entering into this Agreement on the basis of any representations not expressly contained herein. Any modifications
of this Agreement must be in writing and signed by a duly authorized officer of each party.
10.2 Rights of Others. This Agreement is solely intended to provide rights to and be enforceable by Pictometry and Licensee (including its
Authorized Subdivisions).No other person shall acquire or enforce any rights or any representations or warranties given under this Agreement.
10.3 Waiver. The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind.
10.4 Notices. All notices and demands hereunder shall be in writing and shall be delivered by personal service,mail,courier service,or confirmed
facsimile transmission at the address of the receiving party set forth below(or at such different address as may be designated by one party by
written notice to the other).All notices or demands by mail shall be sent by certified or registered United States mail,return receipt requested,
and all notices and demands shall be deemed complete upon receipt.
If to Licensee: If to Pictometry:
Company: City of Elgin,Illinois Company: Pictometry International,Corp.
Address: 150 Dexter Ct Address: 100 Town Centre Drive,Suite A
Elgin,Illinois 60120 Rochester,NY 14623
Attention: Brendan Brooks Attention: Michael J.Neary
Email: brooks 1,@cityofelain.org Email: Mike.Nearv@Pictometry.com
Phone: (847)931-5644 Fax: Phone: (585)486-0093 Fax: (585)486-0098
If to Licensee Billing: If to Pictometry Billing:
Company: City of Elgin,Illinois Company: Pictometry International,Corp.
Address: 150 Dexter Ct Address: 100 Town Centre Drive,Suite A
Elgin,Illinois 60120 Rochester,NY 14623
Attention: Jeffrey Massey Attention: Accounts Receivable
Email: mosey i@cityofelain.org Email: AccountsReceivablc@Pictometrv.com
Phone: (847)931-5642 Fax: Phone: (585)486-0093 Fax: (585)486-0098
10.5 Export Control. Licensee agrees to comply fully with the export laws and regulations of the United States Government with respect to the
Licensed Products supplied by Pictometry. Accordingly,Licensee agrees that all technical data, software,or other information or assistance
(other than publicly available information) furnished by Pictometry, and any product thereof, shall not be re-exported by Licensee, or its
authorized transferees, if any, directly or indirectly from the United States unless explicitly permitted by U.S. export control laws and
regulations. These obligations of the Licensee shall survive any satisfaction,termination,or discharge of this Agreement.
10.6 Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be
unenforceable,such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain
in full force and effect.
10.7 Force Majeure. Pictometry shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond
Pictometry's reasonable control,including but not limited to acts of God,war,riot,embargoes,acts of civil or military authorities,fire,floods,
accidents,strikes,failure to obtain export licenses or shortages or delays of transportation,facilities,fuel,energy,supplies,labor or materials.
In the event of any such delay,Pictometry may defer the delivery of Licensed Products for a period equal to the time of the delay.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement effective on the latest of the signature dates specified below.
PI 9ib� Y INTERNATIONAL, Corp. Licensee Name: ('ity of F.lgiin Illinnic
• By: "404
, •
Name:,4tty .f/y,9 L Name: Sean R. Stegall
Title: ~`r' p . n Cc Title: City Manager
Address: 100 Town Centre Drive, Suite A Address: 150 Dexter Ct.
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Rochester,NY 14623 Elgin, Illinois 60120
Date: I a I iC9/ ° Date: January 26, 2011
Attachments:
Schedule A:Description of Licensed Products—Must be initialed by Licensee
Schedule B: EAP—Economic Alliance Partnership—Must be initialed by Licensee
Schedule C: Imagery Specifications(if attached)—Must be initialed by Licensee
Schedule D: Sectorized Map-Must be initialed by Licensee
NOTE: "Notices"information must be entered in Article 10.4 of this Agreement.
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,
City Of Elgin, Illinois—Spring 2011
SIX YEAR AGREEMENT-SCHEDULE "A"—Three Flights
Six Year Agreement with*Long Term Incentive("LTI")applied
1) The following products shall be delivered to the City of Elgin,Illinois("Licensee")by Pictometry International Corp.:
A. Licensed Images procured with a 16 megapixel camera(as listed below and also portrayed on the attached Schedule D—Sectorized
Map):
1) PREMIER Two Way Community Package(C3)covering 96 sectors of the Licensee as indicated on the attached map. Premier
Community Images are nominal 12"GSD.
Each sector will have approximately:
a. 8 Ortho-rectified images and a 1-meter standard mosaic sector tile for each ortho sector
b. 4 Oblique images and 4 additional Oblique images taken from the opposite direction.
PREMIER Community Images(C3)to be taken when there is less than 30%leaf cover.
PREMIER COMMUNITY Image Price $ 37.50 per sector per year
Less 40%EAP Discount $ 15.00
$ 22.50
Less 10%first capture LTI* $ 2.25
$ 20.25 @ 96 Sectors=$1,944.00 per year—1st Image Capture
PREMIER COMMUNITY Image Price $ 37.50 per sector per year
Less 40%EAP Discount $ 15.00
$ 22.50
Less 5%second capture LTI* $ 1.13
$ 21.37 @ 96 Sectors=$2,052.00 per year—2^d Image Capture
PREMIER COMMUNITY Image Price $ 37.50 per sector per year
Less 40%EAP Discount $ 15.00
$ 22.50 @ 96 Sectors=$2,160.00 per year—3rd Image Capture
2) ELITE Four Way Neighborhood Images(N5)covering 96 sectors of the Licensee as indicated on the attached map. Premier
Neighborhood Images are nominal 4"GSD.
Each sector will have approximately:
a. 52 Ortho-rectified images
b. 104 Oblique images from four perpendicular directions
ELITE Neighborhood Images will be taken when there is less than 30%leaf cover.
ELITE NEIGHBORHOOD Image Price $337.00 per sector per year
Less 40%EAP Discount $137.00
$200.00
Less first capture 10%LTI* $ 20.00
$180.00@ 96 Sectors=$17,280.00 per year—1st Image Capture
ELITE NEIGHBORHOOD Image Price $337.00 per sector per year
Less 40%EAP Discount $137.00
$200.00
Less second capture 5%LTI* $ 10.00
$190.00@ 96 Sectors=$18,240.00 per year—2°d Image Capture
ELITE NEIGHBORHOOD Image Price $337.00 per sector per year
Less 40%EAP Discount $137.00
$200.00 @ 96 sectors=$19,200.00 per year—3rd Image Capture
CONFIDENTIAL Page IX 05012009
Pictometr Licensee
B. Ortho Tiles and Mosaics -WITH REFERENCE TO THE FOLLOWING TILES,LICENSEE HAS REVIEWED AND AGREES TO ACCEPT
THE TILE SPECIFICATIONS(Schedule C1).
6 inch Standard Mosaic Sector Tiles(4"or 6"ortho imagery required):
$40.00 per sector
100%LTI credit -$40.00
$ 0.00 per sector x 96 sectors=$0.00 for 1st image capture
$40.00 per sector
50%LTI credit -$20.00
$20.00 per sector x 96 sectors=$1,920.00 for 2nd image capture
$40.00 per sector x 96 sectors=$3,840.00 for 3rd image capture
Ortho Tile Format -Select One-*Note:Tile purchase is required for the following selections:
TIFF(No Additional Charge)
Individual Area Wide Mosaic Format
6" area-wide tile(s)delivered in MRSID format:96 Sectors @$2.00=$ 192.00 for 1st image capture
6" area-wide tile(s)delivered in MRSID format:96 Sectors @$2.00=$ 192.00 for 2nd image capture
6" area-wide tile(s)delivered in MRSID format:96 Sectors @$2.00=$ 192.00 for 3rd image capture
Ortho Tile&Mosaic Projection (1M,6",12")-Tiles will projected in State Plane, NAD 83, Illinois East,feet unless the projection is
stated otherwise
C. Ancillary Products:
1) Post Delivery repair of building intersect/clipping caused by mosaicing process for 2 sectors per flight. Sectors to be determined
after the mosaic tiles are delivered and inspected by the customer: 2 sectors per flight:$80.00 x 3 flights= $240.00
2) Images are to be delivered with an image size of approximately 3-5 MB.
D. US Census Bureau TIGER line files of County or a base map supplied by Licensee.
E. Elevation Data Source—
Customer Provided Elevation Model in acceptable data format(Data must be provided to Pictometry prior to the start of image capture or
a$10 per sector reprocessing fee will be charged).
2) Documentation: Pictometry International Corp.shall furnish 1 digital copy of the Documentation for the Licensed Software.
3) Training included in License Fee: Pictometry International Corp.shall conduct two(2)End User orientation sessions of up to 25 people for
employees of the Licensee or Authorized Subdivisions thereof at the Licensee's site. In addition there will be one(1)Advanced User technical
training for one group of up to 10 people using Licensee computers. Pictometry also provides one Administration/IT training session designed
to provide the administrators of the Pictometry image library with the knowledge they will need to manage and distribute access to the
Pictometry solution.This session is done remotely using online tools such as GotoMeeting. Licensee has the option of receiving two(2)End
User Orientation Sessions,one(1)Advanced User technical training and one(1)Administration/IT training upon shipment of second and third
Image Library.
4) Telephone Support: During the six(6)years of this Agreement,Pictometry shall provide thirty(30)hours of telephone support to the people
who have completed the Advanced User technical trainings and who are individually identified by Licensee.
5) Licensed Software:Pictometry International Corp.shall supply one copy of the Pictometry Electronic Field Study(EFS)software,latest version,
on the Storage Media supplied as specified herein. Licensee and Authorized Users may download updated versions of the Licensed Software
free of charge for a period of six years from the initial date of shipping of the EFS Software,along with a copy of the updated documentation.
CONFIDENTIAL Page 2 of 5 'c 05012009
Pictometr 0 Licensee
6) Annual Image License Fees of Nineteen Thousand Two Hundred Twenty Four Dollars($19,224.00)for first capture.
Annual Image License Fees of Twenty Thousand Two Hundred Ninety Two Dollars($20,292.00)for second capture.
Annual Image License Fees of Twenty One Thousand Three Hundred Sixty Dollars($21,360.00)for third capture.
• This is the Annual License Fee for the Licensed Images,Licensed Software,Licensed Documentation and support.
• Long Term Incentives("LTI")have been applied to the fees shown above. In the event Licensee terminates this Agreement prior
to the end of the six(6)year Agreement term,all LTI monetary considerations shall be revoked and these funds shall be
immediately due and payable to Pictometry. Repayment of LTI considerations does not apply if funds for Oblique Imagery are
not appropriated or if Licensee terminates this agreement due to material breach by Pictometry. If such funds are not
appropriated,Licensee shall provide Pictometry with written documentation of non-appropriation from the funding source(such
notification shall be prior to any pending image capture). If funds are not appropriated for the purchase of Oblique Imagery,
contract shall stay in force but new Image Libraries shall not be captured or delivered until outstanding balances due have been
paid.
• The duration of the License is six(6)years at the above fees.
• At the end of the term of this Agreement,the Licensee is granted a Perpetual License for all Licensed Images and Licensed
Software at no additional cost.
• At the end of this License Term,optional Support and Upgrades for Licensed Software may be continued by:
o Entering into a new license for new images,or
o Paying an annual Support and Maintenance Fee of 5%of the Annual License Fee of the last capture
• Pictometry Economic Alliance Partnership—Licensee shall be eligible for the Pictometry Economic Alliance Partnership as
outlined on Schedule B. The EAP Program described on the attached Schedule B shall stay in effect for a two(2)year term.
EAP coverage shall continue for an additional four(4)year term and offerings will be based on the then prevailing EAP Program.
• The annual cost of the Images is fixed for a period of five(5)years from the date of this License Agreement with Pictometry to
provide consistency in pricing should the Licensee wish to amend the Schedule A to purchase annual imagery(an additional set
of images on the one year anniversary of this License).
7) Storage Media. Licensee will make available on Licensee Server enough disk storage space to accommodate the Licensed Products. This is
estimated to be 122 GB in a NTFS file system(size may vary in other file systems). Licensee will also provide a 100 Mb/s network link to the
server. On delivery,the Licensed Images and Licensed Software may be copied to the Licensee server via the network connection.(note:
Image Library deliveries on Licensee-supplied Delivery media shall be charged a$100 copy fee).
(Any drive larger than 2T will require a custom quote AND that it will require a 64-bit Windows Vista,7,Server 2003/2008 computer
to be able to access that large a volume.XP,even 64-bit,has a 2T hard limit.)
Delivery Media will be a 465 GB EP hard drive purchased from Pictometry at a cost of$185.00 x 3 drives=$555.00
Total cost of delivery media for each flight year=$185.00
8) Total Cost: The Total Cost of this License Agreement is One Hundred Twenty Eight Thousand Eight Hundred Eighty Three Dollars
($128,883.00),plus any applicable sales tax. Long Term Incentives("LTI")have been applied to this total cost.Total cost is broken down as
follows:
First Year
Annual License Fee $19,224.00
Delivery Media $185.00
6"Ortho Tiles $0.00
6"Area Wide Mosaics $96.00(1/2 of mosaic cost)
Building Cutline Fixing(2 sectors) $80.00
First Year Total $19,585.00
Second Year
Image License Fee $19,224.00
6"Area Wide Mosaics $96.00(balance of mosaic cost)
Second Year Total $19,320.00
CONFIDENTIAL Page 3 of 5 05012009
Pictometry( 4f5,_Licensee
•
Third Year
Annual License Fee $20,292.00
Delivery Media $185.00
6"Ortho Tiles $960.00(1/2 of Tile cost)
6"Area Wide Mosaics $96.00(1/2 of mosaic cost)
Building Outline Fixing(2 sectors) $80.00
Third Year Total $21,613.00
Fourth Year
Annual License Fee $20,292.00
6"Ortho Tiles $960,00(1/2 of Tile cost)
6"Area Wide Mosaics $96.00(1/2 of mosaic cost)
Fourth Year Total $21,348.00
Fifth Year
Annual License Fee $21,360.00
Delivery Media $185.00
6"Ortho Tiles $1,920.00(1/2 of Tile cost)
6"Area Wide Mosaics $96.00(1/2 of mosaic cost)
Building Outline Fixing(2 sectors) $80.00
Fifth Year Total $23,641.00
Sixth Year
Annual License Fee $21,360.00
6"Ortho Tiles $1,920.00(1/2 of Tile cost)
6"Area Wide Mosaics $96.00(1/2 of mosaic cost)
Sixth Year Total $23.376.00
LICENSEE SHALL BE ELIGIBLE FOR 200 SEATS OF PICTOMETRY ONLINE(POL)AS INDICATED ON THE ATTACHED POL ORDER FORM.
THE COST OF THIS SUBSCRIPTION SHALL BE COVERED BY A LONG TERM INCENTIVE(LTI)FOR THE FIRST YEAR.
9) Taxes: All License Fees or other prices listed in this Agreement are exclusive of Federal,State and Local taxes. Licensee will be responsible
for any taxes due under this License Agreement.
10) Payment: The Licensee shall remit to Pictometry International,Corp.twenty-five percent(25%)of the First Year Total Fee upon signing this
Agreement and the balance of the First Year Total Fee within 30 days of the shipment of the Licensed Software and first Image Library,as
specified in this Schedule A.All shipment efforts by Pictometry International Corp.shall be coordinated with the Licensee. Payment of the
Second Year Total Fee shall be due on the one-year anniversary of the first Image Library shipment date.
Payment of the Third Year Total Fee shall be within 30 days of the shipment of the second Image Library,as specified in this Schedule A.
Payment of the Fourth Year Total Fee shall be due on the one-year anniversary of this second Image Library shipment date.
Payment of the Fifth Year Total Fee shall be due within 30 days of the shipment of the third Image Library,as specified in this Schedule A.
Payment of the Sixth Year Total Fee shall be due on the one-year anniversary of this third Image Library shipment date.
It is understood that the payment schedule is for the convenience of the Licensee. All monies are considered earned upon shipment of the first
Image Library. Payment of the Second,Third,Fourth,Fifth and Sixth Year Total Fees with the First Year total Fee will receive a 2%discount on
those Second,Third and Fourth Year Total Fees. Fees past due for 30 days shall be charged a late fee of 1.5%per month.
Payment Breakdown:
Down payment due at signing=$4,896.25
Balance of First Year Total Fee due on first Image Library shipment=$14,688.75
Second Year Total Fee due on one-year anniversary of first Image Library shipment=$19,320.00
Third Year Total Fee due on second Image Library shipment=$21,613.00
CONFIDENTIAL Page 4 of 5 05012009
Pictometra Licensee
4
Fourth Year Total Fee due on one-year anniversary of second Image Library shipment=$21,348.00
Fifth Year Total Fee due on third Image Library shipment=$23,641.00
Sixth Year Total Fee due on one-year anniversary of third Image Library shipment=$23,376.00
11) Delivery Schedule:The image capture process and the delivery date may be affected by weather conditions or aircraft availability. Licensee will
accept delivery within thirty(30)days of notification by Pictometry.
12) Recommended Minimum System Requirements for Electronic Field Study. A Pentium III with a 450 MHz processor,256MB memory minimum
512MB+recommended,Windows 2000/XP,a video card with 4 MB memory capable of 1024 x 768 resolution,,display color of 24bit or higher,
100MB NIC and 50MB free disk space for software.
13) Training and Support Services: Additional training and support services are available to Licensee at the then prevailing prices.
14) Modifications to the License Agreement
a. Paragraph 5.1 is modified by the addition of the words"has the option to"and "only with the written permission of Licensee"to
read as follows:
5.1 Geographic Data. If available,Licensee has the option to provide to Pictometry geographic data in industry standard
format,shape, DBF,etc.,including digital elevation models,street centerline maps,tax parcel maps,centroids,etc.,which
data,to the extent practicable,shall be incorporated into the Image Library licensed to the Licensee. Licensee agrees that
any of this data that is owned by the Licensee,may be distributed by Pictometry with the Image Library that is used in the
Pictometry On-Line product and in licensing the Image Library to other licensees,only with the permission of the Licensee.
At no time shall Pictometry claim ownership of that data.
Paragraph 7.3 is modified by the addition of the words"In the event of termination for cause by Licensee pursuant to Section 7.2 above,
Licensee shall not be required and shall not be obligated to Pictometry for the payment of any further amounts"
7.3 Upon termination of this Agreement as provided in Section 7.2 above, Licensee shall immediately cease any and all further
use of the Licensed Products and shall promptly purge all copies of the Licensed Products from all computers and
workstations on which any of them may be stored or available at the time.In the event of termination for cause by Licensee
pursuant to Section 7.2 above, Licensee shall not be required and shall not be obligated to Pictometry for the payment of
any further amounts. The provision of Articles 6,7,8,9 and 10 of this Agreement shall survive any termination of this
Agreement.
Choice of Law and Venue:This Agreement shall be subject to and governed by the laws of the State of Illinois.Venue for the resolution
of any disputes for the enforcement of any rights arising out of or in connection with this Agreement shall be in the Circuit Count of Kane
County,Illinois.
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 forgoing,Pictometry hereby certifies,represents and warrants to the Licensee that all of Pictometry's
employee and/or agents who will be providing products and/or services with respect to this Agreement shall be legal residents of 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. The Licensee shall have the right to audit any records in the possession or control of Pictometry to determine Pictometry's
compliance with the provisions of this section.In the event the Licensee proceeds with such an audit,Pictometry shall make available to
the Licensee,Pictometry relevant records at no cost to the Licensee. Pictometry shall pay any and all costs associated with any such
audits.
CONFIDENTIAL Page 5 of 5 Cc 05012009
Pictometr30 Licensee
SCHEDULE "B"
Pictometry Economic Alliance Partnership
(EAP benefits apply to the initial term of the License Agreement as noted on Schedule A)
1. Benefits
A. Imagery—with Pictometry's EAP program the Licensee shall keep its imagery forever,the EFS Software
and Image License becomes perpetual at the end of the term of the License Agreement.
• Ortho Imagery—With the purchase of Pictometry Oblique Imagery,Licensee receives Ortho
Imagery at no additional charge
• Ortho Mosaic Imagery—With the purchase of Pictometry Oblique Imagery,Licensee receives
Ortho Mosaics at no additional charge,including an area-wide Mosaic of all imagery captured.
B. Disaster Coverage at No Additional Charge—Pictometry's proven background in rapid response image
capture,processing,and delivery is unmatched.Cities,Counties and States can benefit from Pictometry's
expertise. Pictometry will image up to 200 sq mi of affected areas of Federally Declared Disasters caused by
Hurricanes(category 2 and above),populated areas affected by fires,terrorist attacks,Tsunami and Earthquakes
at no charge. Affected areas are determined by Pictometry and Pictometry will work with county and state
governmental licensees and request their additional input regarding their needs. Note: There is no wait for a
Federal Declaration under the following circumstances:
•Hurricane Coverage at No Cost—Pictometry will capture and quickly deliver imagery of affected
areas of Category II hurricanes and above to your city,county or state at no additional expense.Coverage
for hurricanes below this category may be arranged at reduced EAP rates.
•Tornado Coverage at No Cost—Pictometry will capture and quickly deliver imagery of areas
impacted by Tornados with ratings of EF4 and above to your city,county or state at no additional cost.
Coverage,for tornados below EF4,may be arranged at reduced EAP rates.
•Terrorist Coverage at No Cost—Pictometry will capture and quickly deliver imagery of damage due
to terrorist attack for up to 200 square miles at no additional cost.
Software—Use of Pictometry Change AnalysisTM or Web Deployment of Disaster Imagery—
Pictometry's Rapid Response Program includes the use of our ready-to-use,unique Change Analysis software for
ninety days. The powerful Change Analysis software simultaneously compares pre and post disaster images to
make recovery and restoration efforts more effective and efficient.Pictometry Web Deployment of disaster
imagery may also be available at no charge for ninety days.
C. Enterprise-wide Infrared Software at No Additional Charge—Pictometry will provide Eco-ViewTM,
an easy-to-use Infra-Red Software solution,at no additional charge when you purchase Pictometry's Near Infra-
Red imagery.
D. Software Installation and Maintenance Costs-During the initial term of the Pictometry License
Agreement,Pictometry shall provide Licensed Software to Licensee with no charge for upgrades,maintenance or
support under License's EAP. At the end of the term of the Software License Agreement,the license for software
and imagery becomes perpetual. Support for the Perpetual Licensed Software may be continued at no charge with
the signing of a License Agreement with EAP Program for another Image Library.
E. Marketing—Pictometry will market your GIS Layer data to Pictometry's many business partners only
upon your written request. Revenue derived from this sale shall be split 50/50 between Licensee and Pictometry.
Pictometry initial Licensee initial: 05012009
1
SCHEDULE"C"
Digital Imagery Specifications
Dimensions and Resolution:
All values are approximates based on target height-over-ground. The actual values vary due to elevation changes.
Individual Images:
Premier Community Images
C5 Oblique(Nominal 12 Inch)
Footprint:
Front Line: 3,700 feet(1128 meters)
Back Line: 5,100 feet(1554 meters)
Front to Back: 4,600 feet(1402 meters)
Ground Sample Distance:
Front Line: 0.9 feet/pixel(0.27 meters/pixel)
Middle Line: 1.1 feet/pixel(0.34 meters/pixel)
Back Line: 1.3 feet/pixel(0.40 meters/pixel)
C5 Orthogonal(Nominal 12 Inch)
Footprint: 3,600 x 2,400 feet(1097 x 731 meters)
Ground Sample Distance: 0.9 feet/pixel(0.27 meters/pixel)
Premier Community Images
C3 Oblique(Nominal 12 Inch)
Footprint:
Front Line: 3,100 feet(975 meters)
Back Line: 6,300 feet(1524 meters)
Front to Back: 6,100 feet(1311 meters)
Ground Sample Distance:
Front Line: 1.0 feet/pixel(0.24 meters/pixel)
Middle Line: 1.3 feet/pixel(0.30 meters/pixel)
Back Line: 2.0 feet/pixel(0.38 meters/pixel)
C3 Orthogonal(Nominal 12 Inch)
Footprint: 4,000 x 2,700 feet(1219 x 823 meters)
Ground Sample Distance: 1.0 feet/pixel(0.31 meters/pixel)
Elite Community Images
Oblique(Nominal 8 Inch)
Footprint:
Front Line: 3,000 feet(915 meters)
Back Line: 6,000 feet(1830 meters)
Front to Back: 4,700 feet(1,433 meters)
Ground Sample Distance:
Front Line: 0.8 feet/pixel(0.24 meters/pixel)
Middle Line: 1.0 feet/pixel(0.30 meters/pixel)
Back Line: 1.5 feet/pixel(0.46 meters/pixel)
Orthogonal(Nominal 8 Inch)
Footprint: 2,600 x 1,700 feet (793 x 518 meters)
Ground Sample Distance: 0.6 feet/pixel(0.18 meters/pixel)
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Premier Neighborhood Images
Oblique(Nominal 6 Inch)
Footprint:
Front Line: 2,500 feet(762 meters)
Back Line: 4000 feet(1220 meters)
Front to Back: 3400 feet(1037 meters)
Ground Sample Distance:
Front Line: 0.6 feet/pixel(0.18 meters/pixel)
Middle Line: 0.8 feet/pixel(0.24 meters/pixel)
Back Line: 1.0 feet/pixel(0.30 meters/pixel)
Orthogonal(Nominal 6 Inch)
Footprint: 2,000 x 1,330 feet(610 x 405 meters)
Ground Sample Distance: 0.5 feet/pixel(0.15 meters/pixel)
Elite Neighborhood Images
Oblique(Nominal 4 Inch)
Footprint:
Front Line: 1,400 feet(427 meters)
Back Line: 2,000 feet(610 meters)
Front to Back: 1,800 feet(549 meters)
Ground Sample Distance:
Front Line: 0.35 feet/pixel(0.11 meters/pixel)
Middle Line: 0.41 feet/pixel(0.12 meters/pixel)
Back Line: 0.49feet/pixel(0.15 meters/pixel)
Ortho (Nominal 4 Inch)
Footprint: 1,385 x 923 feet(422 x 281 meters)
Ground Sample Distance: 0.35 feet/pixel(0.11 meters/pixel)
Sector Tiles:
One-Meter Sector Tiles
Footprint: 5,280 x 5,280 feet(1,609 x 1,609 meters)
Pixel Size: 3.28 feet/pixel (1.0 meters/pixel)
Source Imagery: Community Orthogonal(12 and 9 inch)and/or Neighborhood Orthogonal(Premier and Standard)
Radiometry: Not radiometrically balanced,may have observable cut lines and could consist of imagery taken over
a period of several days.
File Size(Approx.): 8,000 KB(JPG format)
One-Foot Sector Tiles
Footprint: 2,640 x 2,640 feet(805 x 805 meters)
Pixel Size: 1.0 feet/pixel (0.3048 meters/pixel)
Source Imagery: Community Orthogonal(12 and 9 inch)and/or Neighborhood Orthogonal(Premier and Standard)
Radiometry: Not radiometrically balanced,may have observable cut lines and could consist of imagery taken over
a period of several days.
File Size(Approx.): 20,900 KB(JPG format)
Six-Inch Ouarter Sector Tiles
Footprint: 2,640 x 2,640 feet(805 x 805 meters)
Pixel Size: 0.5 feet/pixel (0.1524 meters/pixel)
Source Imagery: Premier Neighborhood Orthogonal and/or Neighborhood Orthogonal
Radiometry: Not radiometrically balanced,may have observable cut lines and could consist of imagery taken over
a period of several days.
File Size(Approx.): 83,500 KB(JPG format)
Pictometry Standard Ortho Mosaic Products
Pictometry ortho mosaic products are the result of high definition,full color aerial images and automated mosaicking processes that
incorporate digital elevation data to create large-area mosaicked ortho images from the individual Pictometry ortho frames.Pictometry ortho
CONFIDENTIAL Licensee Initial Page 2 of 5 05012009a
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images are captured along with the oblique imagery to create libraries of images that are unequalled in cost-effectiveness,high detail and ease
of use.
Pictometry builds in quality control,programmatic error correction,and data integrity checks into the planning,capture,and processing of the
images.There are a few artifacts of the Pictometry ortho mosaic process that may still be evident with the automated mosaicking process.This
is a summary of the types of artifacts that may be evident in a small portion of the Pictometry ortho mosaic tiles. Examples of mosaic tiles and
the artifacts described below are on the following pages.
Disconnects in Non-Elevated Surfaces: These disconnects are generally caused by inaccurate elevation data
Disconnects in Elevated Surfaces: (Roadways,Bridges,etc.) Elevated roads,bridges,etc.that are not represented in the elevation data
may result in disconnects along mosaic seam lines
Building Intersect and Clipping: Similar to elevated roads and bridges,buildings that are not represented in the elevation data may result in
disconnects along the structure
Seasonal Cutlines: Visible cutlines may exist between images taken at different times in a season,or between seasons
Ground Illumination Cutlines: Variations in illumination(sunny,high overcast,morning/afternoon,etc.)between flight days may result in
visible outlines
Color Variations-Single GSD: Illumination differences and multiple-aircraft/camera capture result in varying color temperature which can
appear as visible cutlines in a mosaic
Color Variations-Mixed GSD: When a customer chooses portions of their area to be flown at different ground sample distances(GSDs),
there will frequently be a noticeable difference(outline)along the seams between the two resolutions
Color Variations—Water: When multiple individual frames are used to create a mosaic across a body of water(lakes,ponds,rivers,etc.),
there will likely be noticeable cutlines in the water
Regions Geographically Misplaced: From time to time,the geopositional data is corrupt or improperly processed and will mis-position the
images and result in a defective mosaic.These are inspected for and corrected in Processing
Lack of I Edges of Coverage: Along the edges of an area being captured(the border of a county,for example),there may be mosaic tiles
created with partial coverage.The missing areas along the edge are filled with black.Where coverage in one GSD does not exist but other
GSD imagery is available,the second GSD imagery will be used to fill the gap
Processing Errors: Software bugs and improperly applied geopositional data is inspected for and corrected before products are delivered to
customers
Custom Ortho-Mosaics:
Pictometry can create custom ortho-mosaics based on the resolution of the imagery captured. If a custom ortho-mosaic is
desired, the full specifications will be spelled out in a separate addendum. It is important to note that while the ortho-mosaic can
be created at any pixel resolution,up or down,creating an ortho-mosaic with a pixel size smaller than the ground sample
distance of the input imagery will not contain any more information than the resolution of the input imagery. In other words,if
you create a six-inch ortho-mosaic from one-foot imagery,even though the pixels will be six-inch,the overall image data
resolution will still only be one-foot. For this reason,it is important to ensure the base imagery purchased meets or exceeds the
resolution requirements of any ortho-mosaics you need. Under-sampling,for instance creating a one-foot ortho-mosaic from six-
inch resolution imagery,is not a problem and generally produces very good results.
Pictometry also has licensed partners who can create an ortho-mosaic product that can be certified to a particular accuracy. In
general,ortho-mosaics from Pictometry's neighborhood orthogonal imagery can meet NMAS 1:1200(1.0-meter RMS error at
95%confidence interval)in relatively flat terrains or areas with good elevation data. For areas with highly variable terrain or
areas with poor elevation data, this number generally drops to NMAS 1:2400(2.0-meter RMS error at 95%confidence interval).
Certified ortho-mosaics can be created from Pictometry's community orthogonal imagery,but only under certain capture
parameters. As such,it is important to include any custom ortho-mosaic requirement with the image capture requirements such
that the community orthogonal imagery can be captured in a way consistent with certification requirements.
General Specifications:
Orthogonal Images
Sensor Size Pixels:4008 x 2672(or 3208 x 2672 for some Community level imagery)in a Landscape
orientation.
Image Format Industry-standard image format with proprietary image trailer,including JFIF(JPEG),TIFF,and
BMP.
Image Quality Images will have an unobstructed view of the ground.In controlled airspace around airports,etc.,
and in areas of rapid elevation changes,the image footprint sizes and resolutions may vary.There
may be varying degrees of ground illumination and color variations due to lighting and cloud
shadows.
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5
Measurement Accuracy <0.5%measurement error,excluding user pixel selection error
Pixel Placement Accuracy Pictometry provides a visualization system and therefore does not certify image accuracy.
However,some Pictometry customers have done their own certification on the Pictometry data
after delivery and have shared their results.On average,customers have been seeing better than
1.0-meter RMS error at a 95%confidence level(NMAS 1:1200)for orthogonal imagery over
relatively flat terrain or in areas with accurate elevation data,and 2.0-meter RMS error at a 95%
confidence level(NMAS 1:2400)for more varied terrain or in areas with poor elevation data.
However,Pictometry does not guarantee these accuracies and your results may vary.
Sensor Orientation Pictometry utilizes an IMU(Inertial Measurement Unit),ground station post-corrected
differential GPS,and Kalman filtering to achieve a high degree of positional and directional
accuracy.
Sensor Positional Accuracy mean 15cm absolute
Sensor Directional Accuracy 0.015 degrees absolute(roll/pitch)
0.035 degrees absolute(heading)
Ortho-Rectification The images are ortho-rectified to back out the optical deviations of the capture system and the
variations due to elevation changes(utilizing the best DEM data available,including customer
provided DEM data),resulting in geographically square pixels aligned to a rectilinear grid. This
grid can be one of any number of coordinate systems,including Latitude/Longitude,State Plane,
UTM,and more. The desired coordinate system should be specified in the contract,or a default
coordinate system will be used.
Image Export JFth(JPEG),TIFF,BMP
EFS software can be utilized to export the images into any of the above industry-standard
formats.The orthogonal images can optionally be re-projected during this export process,and an
associated geography file can be created as well for use in importing the images into GIS
mapping software.
Image Tiling Individual orthogonal images are edge-feathered and mosaiced to produce orthogonal image tiles
with tile sizes selected to balance single image coverage as well as manageability of open images.
These orthogonal tiles provide continuous coverage across the area of interest. While some color
balancing is done,these orthogonal tiles are not fully radiometrically balanced or edge-matched.
Oblique Images
Sensor Size Pixels:4008 x 2672(or 3208 x 2672 for some Community level imagery)in a Landscape
orientation.
Image Format Industry-standard image format with proprietary image trailer,including J11i'(JPEG),TIFF,and
BMP.
Image Quality Images will have an unobstructed view of the ground.In controlled airspace around airports,etc.,
and in areas of rapid elevation changes,the image footprint sizes and resolutions may vary.There
may be varying degrees of ground illumination and color variations due to lighting and cloud
shadows.Due to the nature of oblique aerial photography,there may also be artifacts such as haze
and glint and glare caused by reflected sunlight.
Measurement Accuracy <0.75%measurement error,excluding user pixel selection error
Pixel Placement Accuracy Pictometry provides a visualization system and therefore does not certify image accuracy.
However,some Pictometry customers have done their own certification on the Pictometry data
after delivery and have shared their results.On average,customers have been seeing better than
2.0-meter RMS error at a 95%confidence level(NMAS 1:2400)for oblique imagery over
relatively flat terrain or in areas with accurate elevation data,and 4.0-meter RMS error at a 95%
confidence level(NMAS 1:4800)for more varied terrain or in areas with poor elevation data.
However,Pictometry does not guarantee these accuracies and your results may vary.
Sensor Orientation Pictometry utilizes an IMU(Inertial Measurement Unit),ground station post-corrected
differential GPS,and Kalman filtering to achieve a high degree of positional and directional
accuracy.
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Sensor Positional Accuracy mean 15cm absolute
Sensor Directional Accuracy 0.015 degrees absolute(roll/pitch)
0.035 degrees absolute(heading)
Image Export JFIF(JPEG),TIFF,BMP
EFS software can be utilized to export the images into any of the above industry-standard
formats.
Notes
1. The existing National Map Accuracy Standards focus on conventional analog aerial photography products. When used for
digital mapping products,it is necessary to specify the approximate image scale(e.g. 1:1200)when stating NMAS requirements.
2. Pictometry's orthogonal images provide the coordinate accuracy fulfilling most planemetric requirements,however,Pictometry
data is not intended for authoritative definitive mapping or surveying replacement. If there is a need for authoritative mapping
products,additional work is required by licensed individuals in order to certify Pictometry's orthogonal imagery. Alternatively,
a separate,authoritative orthogonal image capture can be done and those orthogonal images used inside of Pictometry. Our
oblique images are unique to Pictometry and are intended to provide data not available elsewhere and lateral views with more
visual information,such as building stock analysis. In Pictometry the orthogonal and oblique images are linked for your
convenience and additional study. With a few clicks you can find the revealing lateral views,height measurements,and other
information afforded by the oblique images while using the coordinate accuracy afforded by the orthogonal images.
CONFIDENTIAL Licensee Initial Page 5 of 5 05012009a
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Community Sectors:96 Neighborhood Sectors 96
Licensee Initial. 05012009
Government Web Services Order Form (POL)
0-Pictometry
Intelligent Images
Select Order Type Below Length of Service Select Applicable Program Date Account Rep
NEW 1 Year(s) 6 YEAR LTI 11/5/10 JLEOHNARD
BILL TO SHIP TO Check box with an"X"if same as"Bill To" I I
CUSTOMER City of Elgin,Ilinois CUSTOMER City of Elgin,Illinois
CONTACT NAME Jeffrey Massey CONTACT NAME Brendan Brooks
ADDRESS 150 Dexter Ct. ADDRESS 150 Dexter Ct.
CITY.STATE ZIP Elgin,Illinois 60120 CITY,STATE ZIP Elgin,Illinois 60120
PHONE 847-931-5642 PHONE 847-931-5644
EMAIL ADDRESS masseyj@cityofelgin.org ,EMAIL ADDRESS brooks_b@cityofelgin.org
UNITS ITEM CODE DESCRIPTION PRICE PER UNIT AMOUNT
200 POL SEATS Government Web Services for Pictometry OnLine(POL)-Single Use Seats 62.00 12,384.00
6 YEAR LTI GRANT (12,384.00)
Select Optional Customer GIS Layer Information Below
1 GIS LAYER Customer GIS Layer(includes quarterly updates for 1 yr at no charge) 0.00 0.00
•
•
For each seat listed above, 1 users will have access to the Web Services.
Total Users= 200 Total $0.00
If Administrator information is same as"Ship To"check box with an"x" x *Administrator shall assign log-ins and passwords for all Customer Accounts
Administrator Name Administrator Email Address Administrator Phone
Brendan Brooks brooks_b@cityofelgin.org 847-931-5644
SPECIAL INSTRUCTIONS PAYMENT METHOD
Describe Imagery to be used:(note-each library will consist of the Acceptance of Quote/Order Payment Option(check one and/or enter
county indicated and a small buffer area outside of the county) information)
County:City of Elgin,Illinois
Purchase Order#:
Existing Imagery? NO
Signature/Date(electronic signature is not accepted) PO or CC Amount:
Year(s):Spring 2011
Check Attached:
Additional Requirements/Libraries:
Payment(annually):
Printed Name
Start Point Lat/Long:42.039564,-88.28504 Degrees Credit Card Payment:email
Direction Facing:West Requested Activation:When imagery is ready accountsreceivable@pictometrv.com
Pictometry Use Only Thank you for choosing Pictometry as your Web Services provider.Order subject to the terms and conditions listed on
Activation Dale Expiration Dale Soltront Opp ID#
page 2 of this form and existing License Agreement with Pictometry.By signing this Order Form(and agreeing to"click
8515 through"Service Level Agreement on initial login,the Customer agrees to the terms of use for this product.
Pictometry International Corp 100 Town Centre Drive,Suite A Rochester NY 14623 Phone 585.486.0093 Fax 585.486.0098
08022010
Pictometry Web Services-License and Service Level Agreement
Pictometry's Web Services should never be used for life critical applications and Pictometry will not accept liability for any service interruptions.
I.Web Hosting Services and Contract Terms.The following Web Hosting features are available to you from Pictometry International Corp.("Pictometry"):
o Pictometry Online TM("POL')is an advanced,web enabled oblique browser with viewing,measuring
and planning capabilities.
Contract Terms:
1.Pictometry Web Services customers("Licensee')must commit to a minimum one(1)year contract.Each participating organization(Licensee)can increase the number of users and/or
Geographic Areas at any time,but can not reduce the number of users and/or Geographic Areas until the contract term is completed.
2.Pictometry Web Services customers must sign an order form/Service Level Agreement(SLA)for services.This order form/SLA shall describe the services offered and number of users and/or
metros for the account("Web Services Account").
3.For each Account,Licensee shall name one person to be the Administrator of the Account and submit an email address,telephone number and contact information for that person.Licensee
will assign one administrator to this Account.Administrator shall be responsible for assigning his/her users a log-in and password.Licensee purchases User Seats as shown on the order form.The
number of User Seats purchased determines the number of users who shall be allowed online at the same time.Administrator may assign as many Log-in Accounts(users)per seat purchased,as
is indicated of the attached Order Form,but the number of persons allowed in the system at any one time is limited by the number of seats purchased.
4.Pictometry's Web Services should never be used for life critical applications and Pictometry will not accept liability for any service interruptions if used in these critical situations.
5.Upon initial login,each user shall be required to"accept"an online License and Service Level Agreement identical to this written Agreement.
6.Pictometry Online is for individual use only.Licensee shall not attempt,nor allow,access to Pictometry Web Services by means of an automated system.
II.Technical Support.Web Hosting Support can be accessed at CustomerSupport@Pictometry.com
o Web Hosting Phone Support: Phone 585-486-0093,or toll-free at 888-771-9714
o Hours:Monday through Friday,8:30am—5:30pm Eastern Time Zone Holidays—no phone support but e-mail support may be available and Pictometry will use reasonable efforts to answer e-
mails received on holidays on next business day.
o Response time,however,may depend on the nature and complexity of the inquiry,or unexpected call volume.Technical Support assigns the highest priority to inquiries related to the servers'
unavailability.
III.Billing and Sales Inquiries. Licensee may choose to be billed(and pay)on an annual or monthly basis.Billing shall begin upon Pictometry Web Services Account activation by Pictometry.Billing
inquiries should be sent to accountsreceivable@pictometry.com Please note:Pictometry must receive notice of billing disputes within thirty days of the date of invoice receipt or date Licensee's
payment is received for services.All inquiries regarding purchase of new accounts or addition of services should be addressed with Licensee's Pictometry Sales Representative.
IV.Issue Escalation. If Licensee is concerned with Pictometry hosting services or if Licensee is unable to resolve a technical support issue within the parameters outlined in this Service Level
Agreement,Licensee should contact its Pictometry Sales Representative regarding any concerns.Licensee's concerns will be reviewed,investigated,and responded to within one business day.As
issues may be complex or require extensive investigation,this one business day response time does not imply that a resolution is guaranteed within one business day.
V.Service Availability. Pictometry International Corp is committed to providing the highest quality service to all customers.To support this commitment,Pictometry gives the following service level
guaranties:
vai bi my o a •
Licensee acknowledges and agrees that the internet(including,without limitation,the world wide web)is a network of private and public networks,that Pictometry has no control over the internet,
and that Pictometry is not liable for the discontinuance of operation of any portion of the interne(or possible regulation of the internet which might restrict or prohibit the use of the licensed software
or the integrated product or the delivery of the services.
VI.Disclaimer.This Agreement authorizes the Licensee to use the Web Services Product for its internal use. Pictometry warrants that,while it does strive to present accurate information,it does
not guarantee the accuracy of information made available to the Licensee via this Product,and cannot be held liable for any usage of this information. Pictometry will continually strive to present
accurate and reliable information in its Web Services Products but does not endorse,approve or certify such information,nor does it guarantee the accuracy,completeness,efficacy,timeliness or
correct sequencing of such information.
Use of such information is voluntary,and reliance on it should only be undertaken after an independent review of its accuracy,completeness,efficacy and timeliness. Pictometry(including its
employees and agents)assumes no responsibility for any consequences resulting from the use of the information in its Web Services Product. Pictometry is not responsible for,and expressly
disclaims all liability for,damages of any kind arising out of use,reference to,or reliance on such information.No guarantees or warranties,including(but not limited to)any express or implied
warranties of merchantability or fitness for a particular use or purpose,are made by Pictometry with respect to such information.
Licensee understands that by using this service it is waiving any and all rights it might have against Pictometry for the accuracy of its product.
VII.Ownership of Data. Title to the Product shall remain with Pictometry and shall not pass to the Licensee. The Licensee acknowledges that copyright subsists in the Product and that all property
and other rights in the Product and all trade marks and logos used on or in relation to the product shall remain in Pictometry or its licensors.Subject to payment of the Price,Pictometry grants the
Licensee a non exclusive non-transferable right to use the Product for its own internal purposes.This shall not include any right to copy the product,nor to sell.supply or disclose the Product to any
third party except as detailed in Licensee's existing License Agreement with Pictometry.
This Agreement grants Licensee the right to use the Image(s)solely for its internal purposes and projects.Licensee may copy the Image(s)onto Licensee's computer or from Licensee's computer to
other computers owned by Licensee or Licensee may make hardcopies of the Image(s),provided that the Image(s)may not be resold,leased,loaned,distributed,or copied for use by any other
person or third party or for any other use,except as may be detailed in Licensee's existing License Agreement with Pictometry.Licensee also may not transfer or assign the rights granted in this
license to any other person.Any transfer or assignment of Licensee's rights under this Agreement without Pictometry's consent shah void the limited license granted under this Agreement.Licensee
also may be held legally responsible for copying infringement which is caused or encouraged by Licensee failure to abide by the terms of this Agreement.
VIII.Data Integrity. Hosting package includes Backup Services to include:full server backup performed once weekly to the shared tape backup device over the network;differential server backup
performed once nightly to the shared tape backup device over the network;backup copy retention time is one week.Pictometry is not responsible for data loss resulting from the failure or loss of
backup media.
IX.Data Integration and Updates. Should Licensee desire certain data layers to be integrated into its imagery,samples of such data must be submitted to Pictometry for evaluation. Pictometry
shall,at no additional charge,integrate two(2)of Licensee's data layers to Licensee's imagery(either parcel data,street centerlines or property centroids). Should Licensee require other(or
additional)data to be integrated,a data sample is required to produce a custom quote for this integration. Pictometry shah,at no additional charge,update the two(2)data layers on a quarterly
basis. Additional updates or updates to queries shall be custom quoted. NOTE:IT IS UNDERSTOOD THAT DATA PROVIDED BY LICENSEE MAY BE MODIFIED(e.g.,data may be projected
into Lat/Long or resolution maybe modified).
X.Data Retention.Pictometry may,in is sole discretion,retain aN data(if any)associated with the Web Services Account. Al such data may be deleted from Pictometry's servers and backup media
after Web Services Account termination.
Xl.Customer Responsibilities/Requirements.To access Pictometry services,Licensee must provide at the very minimum:a PC with a broadband Internet connection(not dialup),a currently
supported Microsoft Operating System,internet Explorer 6.0 or higher(services will work with Firefox 1.5 or greater)and a fully functional Internet browser. Pictometry's Web Services should never
be used for life critical applications and Pictometry will not accept liability for service interruptions if used in critical situations.
XII.GENERAL.(a)The Contract constitutes the entire agreement between Pictometry and the Licensee with respect to the Products and supersedes all prior representations,agreements or
arrangements whether oral or in writing relating to the subject matter hereof,and(b)each of the sub-clauses of the Conditions and the Contract is to be treated as separate and independent and if
any provisions hereof is or becomes illegal or void then the remaining provisions shall remain in full force and effect,and(c)no variation to these Conditions or the Contract shah be effective unless
in writing signed by the authorized representatives of both parties. This Agreement,which includes the attached Schedules,contains the entire agreement between the parties and supersedes all
written or oral agreements,descriptions,representations,and understandings with respect to the subject matter hereof.
By using this product,Licensee is agreeing to the terms and conditions shown above.
Attachment: Data&Query Questionnaire if applicable(must be attached to this order form and initialed)
08022010
EFORT TO MAYOR & MEMBERS OF CITY COUNCIL E LG N
THE CITY IN THE SUBURBS'
MEETING DATE: January 12, 2011
INITIATIVE K: Agreement with Pictometry International, Corp. for Oblique Aerial
Imagery and Software
COMMUNITY GOAL
■ Financially Stable City Government: To preserve and enhance the city's sound
and resilient financial condition through long-term planning for service delivery
and infrastructure needs
OBJECTIVE
• Acquire current oblique aerial imagery and related analytical software to
enhance the accuracy and functionality of the city Geographic Information
System
PURPOSE
• Enhancing the usefulness of the city's Geographic Information System to enable
city departments to gather information on properties through virtual site vistis
RECOMMENDATION
• Approve the six-year agreement with Pictometry International Corp in the
amount of$128,883
BACKGROUND
Geographic Information Systems (GIS) has become a valuable asset to the city. Ensuring that
the city GIS has the most useful and accurate data is a necessity. An integral part of any GIS is
base image data or the aerial photography. Up to this point, the city has relied on Kane County
and Cook County to provide these images. Unfortunately, the process to obtain this data is
somewhat cumbersome and time consuming for city staff. Of greater concern is that, by the
time the images are received and integrated into the GIS, they are already 18 to 24 months old.
In a community that is growing and changing as fast as Elgin, data that is almost two years old
can handicap users. Lastly, as valuable as aerial photography is, it still cannot reliably
communicate critical property details, such as building heights, building access points, site
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obstructions and landscape features that historically were only available by conducting time-
consuming site visits.
Through the agreement with Pictometry, the city will not only have timely aerial data for our
entire planning area, but it will also have highly detailed oblique or "birds-eye" images at our
fingertips. This angle of imagery is similar to what one can see today via www.bing.com, but
Pictometry allows zooming in and out to a much greater degree and level of detail. Also, the
software includes an entire suite of analytical tools to quantify the items revealed in both the
aerial and oblique images. For example, users can measure distances, heights and areas of
buildings and properties in each image. Integrated with GIS, Pictometry provides views of
specific community areas from as many as 12 different angles with GIS value-added layers.
Lastly, Pictometry can be installed on an unlimited number of city computers and it includes an
interface that will allow the public to view this amazingly-useful information within an
1 integrated GIS interface that is intended to be part of this project. Here are a couple of
examples of oblique aerial imagery of downtown Elgin taken from Bing.com:
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The images from Pictometry will be higher quality and much greater detail than these.
OPERATIONAL ANALYSIS
The following is a list of how Pictometry will benefit the city and its many departments:
Public Safety(Police and Fire)
• Reduce risk to life by decreasing the time required to develop tactical responses to
emergency situations. Remote personnel can "pre-plan" deployment of field
personnel and strategic operations based upon detailed building layouts
(Commercial, Hospitals, Schools, etc), entrances and site obstructions visible at their
desktop while field personnel are in route.
• Decrease emergency response times by allowing Fire and Police department
personnel to "pre-plan" responses to: structure fires, hazardous materials incidents,
shooter/hostage situations and other high risk locations.
• Allow fire department personnel to accurately determine necessary hose length and
"Required Fire Flow" by measuring "on the ground" from hydrant to
building/structure without having to physically drive out to location.
• During a Police foot pursuit, dispatch has the ability to zoom in on the area and look
for hazards the pursuing officers need to be made aware.
• During a fire, the Incident Commander has the ability to zoom in and look at areas
that may not be accessible or be able to be seen by personnel on scene.
1 ill
III
• During a hazardous materials incident, the Incident Commander has the ability to
zoom in on potential evacuation areas to look at characteristics or potential
problems to address.
• During natural or man-made disasters, the ability to see affected areas.
Public Services Department
• Facilitate the creation and collection of important utility information, such as
sidewalks, water valves, hydrants, manholes, signs, street trees, etc. without having
to leave the office.
• Allow personnel to better plan and measure construction jobs. Pictometry's "on the
ground" measuring tool and city contour information will allow crew members to
take accurate measurements of any "above ground" utility facilities.
• Measure length, width and height of any city buildings and structures.
• Determine the bearing of a road and angles of intersecting roads.
• Calculate perimeter, acreage or square footage of any area or building.
Community Development Department
• Reduce the cost to develop the amendment to the 2005 comprehensive plan by
reducing time required for field work. For example, up-to-date and detailed aerials
and oblique images allow planners to quickly assess and connect greenways.
• Allow department to more quickly provide neighborhood or corridor level plans by
reducing time required to assess existing conditions.
• Increase accuracy and quality of reviews of development applications by providing
detailed information about on-site and proximate buildings, parking and
landscaping.
• Measure length, width, height and area, allowing planners and inspectors to make
more informed and accurate decisions.
• Ability to view properties that may be in violation of permits and other local
ordinances.
• Ability to view properties with restricted or difficult access.
• Ability to conduct impact and feasibility studies for potential development.
• Ability to view adjoining properties for potential encroachments.
Parks& Recreation Department
• Facilitate the creation and collection of important recreation information, such as
outbuildings, playground equipment, pools, fences, trees, etc.
• Allow personnel to better plan and measure construction jobs. Pictometry's "on the
ground" measuring tool and city contour information will allow crew members to
take accurate measurements of any "above ground" utility facilities.
• Measure length, width and height of any city buildings and structures.
• Determine the bearing of a road and angles of intersecting roads.
4
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• Calculate perimeter, acreage or square footage of any area or building.
City Manager's Office
• Increase tax base by making economic development efforts more productive. Using
accurate and current images in a more logical format (oblique or bird's eye
perspective) allows for a greater level of understanding of the issues and, as such, a
greater likelihood that win-win solutions will be developed.
• Further goal of fiscal responsibility by increasing efficiency through maximizing use
of technology.
INTERESTED PERSONS CONTACTED
GIS User's Group
FINANCIAL ANALYSIS
The Pictometry International Corp. contract totals $128,883 and is payable over the six year life
of the agreement. Payment details are specified in the attached agreement Schedule A. The
Police, Fire, Public Works, Community Development and Information Technology Systems
departments are contributing equally towards the funding of this project in 2011.
BUDGET IMPACT
FUND(S) ACCOUNT(S) PROJECT#(S) AMOUNT AMOUNT
BUDGETED AVAILABLE
General Fund 010-6902- 219520 $20,000 $20,000
719.15-07
LEGAL IMPACT
The proposed agreement qualifies as a sole source purchase. Pictometry uses a proprietary
image capture process to produce Pictometry Intelligent Images®. This technology is only
available from Pictometry International Corp.
ALTERNATIVE COURSES OF ACTION
The city council may choose not to approve the agreement with Pictometry International Corp.
A,
NEXT STEPS
1. Contract documents are executed
2. Aerial imagery is photographed in the Spring 2011
3. Pictometry Intelligent Images are created and system installed in the Summer 2011
Prepared by: Jeff Massey, ITS Director
Reviewed by: Colleen Lavery, Chief Financial Officer
Reviewed by: William A. Cogley, Corporation Counsel/Chief Development Officer
Final Review by: Rick Kozal, Assistant City Manager/Chief Operating Officer
Approved by:
/1""
S n R. Stegall, City M ger
ATTACHMENTS
A. License Agreement with Pictometry International Corp.
B. Agreement with Pictometry International Corp -Schedule A
C. Agreement with Pictometry International Corp - Schedule B
D. Agreement with Pictometry International Corp - Schedule C
E. Agreement with Pictometry International Corp - Schedule D
F. Agreement with Pictometry International Corp—Government Order Form
6
a.
PICTOMETRY INTERNATIONAL CORP.
GENERAL LICENSE TERMS AND CONDITIONS
t HIS AGREEMENT is made as of the date set forth below (the "Effective Date") by and between Pictometry International, Corp., a Delaware
corporation with offices at 100 Town Centre Drive,Suite A,Rochester,NY 14623("Pictometry"),and the City of Elgin, Illinois with offices located at
150 Dexter Ct,Elgin,Illinois 60120(the"Licensee").
Intending to be legally bound,Pictometry and the Licensee(each a"party")hereby agree:
1. ARTICLE—DEFINITIONS for purposes of this Agreement:
1.1 "Pictometric Licensed Images" ("Licensed Images") means orthogonal and oblique digital images of portions of the earth's surface,
captured from airborne platforms using Pictometry's patented and proprietary hardware and software capture system.
1.2 "Community Images"("CI")means a set of views,each covering an entire Image Sector. One view from directly overhead and other views
from different oblique angles.
1.3 "Neighborhood Images"("NI")means a set of overlapping,orthogonal and oblique views blanketing the entire sector,providing for a higher
degree of detail than Community Images.
1.4 "Image Sector"means a portion of an image collection project and defined as approximately one square mile in area.
1.5 "Geographic MetaData" ("Metadata") means data supplied by Pictometry that is captured from airborne platforms using Pictometry's
patented and proprietary hardware and software capture system.
1.6 "Electronic Field Study" ("EFS") means a proprietary software and file structure package that allows for the display, navigation,
measurement,annotation and analysis of Pictometric Licensed Images.
1.7 "Pictometry Licensed Software"("Licensed Software")means any proprietary software provided by Pictometry. This includes,but is not
limited to,programs such as EFS and Change Analysis and program modules such as 911 or GIS integration/interfaces.
1.8 "Image Warehouse" ("IW") means a hierarchical storage system of Pictometric Images, as well as data and elevation models, that allows
fast,random access by geo-location.
1.9 "Digital Elevation Model"("DEM")means a general definition for a file containing ground elevation data. This may be a digital elevation
model,a digital terrain model,or a reflective surface model and is meant to encompass all means of production,including LIDAR and stereo
pairs.
1.10 "Licensed Documentation" ("Documentation") means written and/or electronic materials containing instructions and other information
related to the use of the Licensed Images and the Licensed Software.
2. ARTICLE—GENERAL
1.1 Licensed Products.This Agreement pertains to the particular Images described in Schedule A and attached to this Agreement(the"Licensed
Images"), the particular copies of the Software listed in Schedule A (the "Licensed Software"), the associated Metadata (the "Licensed
Metadata"), and the DEM described in Schedule A attached to this Agreement (the "Licensed DEM"), all of which, along with the
Documentation, are together referred to as the "Licensed Products." The terms and conditions of this Agreement may also apply to other
products or services that may from time to time be licensed from Pictometry by the Licensee.
2.2 System Installation. Pictometry shall install a copy of the Licensed Products on storage media either provided by Licensee or purchased from
Pictometry,as specified in Schedule A. With the assistance of Pictometry,the Licensee will install the Licensed Products from that media onto
computers,including server computers. The Licensee will be responsible for assuring that the computer system being used for these purposes
will satisfy the minimum system requirements set forth on Schedule A. Licensee and its Authorized Subdivisions(as provided in Section 2.3)
may use and execute the Licensed Software for official purposes only.
2.3 Licensee May Authorize Subdivisions and Users. The Licensee may authorize any department, sub unit, or location within the Licensee
(hereinafter"Authorized Subdivisions")to have the Licensed Products installed on computers owned(or leased)and used by those Authorized
Subdivisions. The installation of the Licensed Imagery and EFS, and the training of the Licensee and Authorized Subdivision Personnel
("Authorized Users"), may be performed only by Pictometry or by the Licensee's employees who have received special training from
Pictometry. All Authorized Subdivisions and Authorized Users shall operate under this Agreement as agents of the Licensee and comply with
all obligations of Licensee with respect to the use and distribution of the Licensed Products,and Pictometry may look to the Licensee alone for
assuring compliance with the terms and conditions of this Agreement. Licensee agrees: (a) that it will not allow any persons other than
Authorized Users to use or operate,or to have any other access to,any of the Licensed Products(other than as described in Article 3.1 of this
Agreement), (b) that it will not allow access to any of the Licensed Software except through Licensee and Authorized Subdivisions
workstations, and (c) that it will cause all Authorized Users to comply with all of the terms, conditions, and limitations applicable to the
Licensee under this Agreement.
3. ARTICLE-GRANT OF LICENSE
3.1 License Grant,Uses and Certain Fees. In consideration for the payment of the License Fees provided for in Article 4 below,and subject to
the other terms and conditions of this Agreement, Pictometry hereby grants to Licensee, and Licensee hereby accepts, a nonexclusive,
nontransferable,limited license(the"License")for the following:
(a) Installation.To install the Image Warehouse on servers and install related Licensed Products on workstations,all of which shall be owned
(or leased)by,shall be located on the owned or leased property of,shall be under the control of,and shall be used only by the Licensee or
by Authorized Subdivisions. None of the Licensed Products(except Licensed Images)shall be accessed except through such designated
servers and workstations.
(b) Documentation. To copy and use the related Documentation included in the Licensed Products in connection with the activities
described in this Section 3.1.
(c) Uses. Through Authorized Users only, to use and operate the Licensed Software on those designated servers and workstations in the
conduct of the public business of the Licensee, or of the Authorized Subdivisions, and to use the Licensed Products in the following
activities(and no others):
(1) For Internal Business. To use and execute the Licensed Products for internal pursuit of its or their public responsibilities.
Page 1 of 5 050120096
•
(2) For Persons Doing Business With Licensee ("Project Participants"). Under the supervision of Authorized Users, allow
representatives of persons doing business with the Licensee or an Authorized Subdivision on Licensee Projects(defined below)
to use and execute the Licensed Software at the Licensee's or Authorized Subdivisions' facilities only. For these purposc
"Licensee Projects"shall mean any plan or effort,tangible or intangible,such as construction,real estate disposition, faciliti
management, environmental studies, or public information brochures or notices used or to be used by the Licensee or an
Authorized Subdivision in pursuit of its public responsibilities. The Licensee or Authorized Subdivisions shall cause each
Project Participant to agree to use the hard copies(or jpg copies)of Licensed Images solely in connection with the Licensee's or
Authorized Subdivision's Project.
(3) For Public Use.Through Authorized Users only,to use and execute the Licensed Software solely for the purpose of making
hard copies and/or digital copies of Licensed Images for persons desiring them(which copies may contain annotations of
information stored in the Licensed Software and related to the property shown). Reproductions of individual(or limited
quantities of)Licensed Images using the Licensed Software,or reproduction or copying of the Licensed Images in any form by
any other means by Licensee or an Authorized Subdivision thereof,shall be permitted for distribution to Licensee's or
Subdivision's constituency and/or public users. Licensee may charge reproduction fees or no fees to the persons or entities
receiving the Images. The foregoing not withstanding,Licensee may not distribute images directly or indirectly to Google or
Google Affiliates.
3.2 Limitations on License. Licensee agrees:(a)that nothing under this Agreement authorizes it to engage in any service bureau work,to exercise
or provide any multiple-user license,or to enter into any time-sharing arrangement,except as expressly authorized with respect to Authorized
Subdivisions,(b)that Licensee will not authorize or allow any remote access,by any unauthorized persons,to the Licensed Products except as
expressly provided in this Agreement for Licensee and Authorized Subdivisions workstations, (c) that Pictometry shall not be obligated to
revise,improve,or otherwise change the Licensed Software in any way,(d)that the Licensee is responsible for selecting Authorized Users who
are qualified to operate the Licensed Products on licensee workstations and are familiar with the Licensed Products and trained as provided in
Section 2.3,(e)that the Licensee and its Authorized Subdivisions may not copy,download,store,publish,transmit,transfer,sell,or otherwise
install or use the Licensed Products (except for Licensed Images) in any form or by any means, except (i) as expressly permitted by this
Agreement,(ii)with Pictometry's prior written permission,or(iii)to the extent not expressly prohibited by this Agreement,as allowed under
the fair use provision of the Copyright Act(17 U.S.C. § 107). Licensee agrees that it will deliver to all recipients of any hard copies,and to
any other persons who may have access to any of the Images, all such disclaimers and other information so as to assist those persons in
understanding the limitations on the accuracy of the information developed through the Licensed Products. For purposes of this Agreement,
service bureau work shall be deemed to include,without limitation,use of the Licensed Products to process or to generate output data for the
benefit of or for purposes of, rendering services to, any third party over the Internet or other public communications medium. Authorized
access through designated servers and workstations includes remote access by Licensee's employees for the business/governmental purposes of
Licensee.
3.3 Pictometry's Reserved Rights. Pictometry reserves the right,at its sole discretion and without liability to Licensee,to create new versions of
or modules,with additional functionality for any part of the Licensed Products,which may be acquired on a nonexclusive basis by Licens<
under a separate agreement. Pictometry may, in addition,produce upgrades to enhance operations of the Licensed Products, which will 1
supplied without additional cost to Licensee during the initial term of this License Agreement.
4. ARTICLE-LICENSE FEES
4.1 License Fees. In consideration for the License,and subject to the other terms and conditions of this Agreement,the Licensee hereby agrees to
pay to Pictometry the fees described on Schedule A(altogether the "License Fees")and payment shall be made as provided in Schedule A.
Any tax,including sales tax,is in addition to the License Fees and is the responsibility of the Licensee unless documentation of tax exemption
is provided to Pictometry. All License Fees shall be earned on the date Licensed Products are shipped. For the convenience of the Licensee,
the payment of these fees may be spread over the initial term of this Agreement as provided on the attached Schedule A.
5. ARTICLE-OBLIGATIONS OF LICENSEE
5.1 Geographic Data. If available, Licensee agrees to provide to Pictometry geographic data in industry standard format, shape, DBF, etc.,
including digital elevation models, street centerline maps, tax parcel maps, centroids, etc., which data, to the extent practicable, shall be
incorporated into the Image Library licensed to the Licensee. Licensee agrees that any of this data that is owned by the Licensee, may be
distributed by Pictometry with the Image Library that is used in the Pictometry On-Line product and in licensing the Image Library to other
licensees. At no time shall Pictometry claim ownership of that data.
5.2 Notification. Licensee will:(a)notify Pictometry in writing of any claim or proceeding involving any of the Licensed Products within ten(10)
days after Licensee learns of the claim or proceeding;and(b)report promptly to Pictometry all claimed or suspected defects in any Licensed
Product.
6. ARTICLE-ASSIGNMENT
6.1 General. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties,their successors and permitted assigns,
but shall not be assignable by either party except as provided in Sections 6.2 and 6.3 below.
6.2 Assignment By Licensee. This Agreement will not be assignable by Licensee,and Licensee may not delegate its duties hereunder without the
prior written consent of Pictometry.
6.3 Assignment By Pictometry. Pictometry shall have the right to assign its rights to receive License Fees under this Agreement, but no such
assignment shall affect Pictometry's obligations hereunder.In addition,Pictometry shall have the right to assign all its rights to any person or
entity,provided the assignee has assumed all of Pictometry's obligations under this Agreement. Except as provided above in this Section 6.3,
this Agreement will not be assignable by Pictometry.
7. ARTICLE-DURATION AND TERMINATION OF LICENSE
7.1 Initial Term. The initial term of this Agreement shall commence upon the shipment of substantially all of the Image Warehouse and the initial
term shall expire as indicated on Schedule A,unless the parties enter into a written agreement extending that initial term. At the end of that
initial term of this Agreement, and after all License Fees for the initial term have been paid, this License shall automatically convert to
royalty—free,perpetual license and Pictometry shall allow the Licensee to keep,use,and operate the Licensed Products forever. Licensee wi
be responsible for ongoing support/maintenance/upgrade fees for this Perpetual License unless the Licensee has renewed this License ft..
additional Image Libraries. Under the Perpetual License,Licensee's obligations under this agreement shall continue in perpetuity except for its
Page 2 of 5 05012009b
obligations to pay License Fees. Pictometry shall have no obligations under this Agreement except for those with regard to the additional
Support, Upgrades and Maintenance for their Licensed Software. If Licensee renews this License Agreement for an additional term, all
support,upgrades and maintenance on Licensed Products under a perpetual license shall be provided at no charge to Licensee during the term
of the renewal. Effective as of the expiration of the initial term as provided in Schedule A,Licensee will no longer be able to add images to the
existing Image Library unless a renewal occurs.
7.2 Termination for Cause. This Agreement may be terminated by either party in the event that the other party has failed to perform a material
obligation or has otherwise breached a material term of this Agreement,and if that other party has failed to cure that failure or breach within
thirty(30)days after receipt of written notice thereof from the other party.
7.3 Effect of Termination. Upon termination of this Agreement as provided in Section 7.2 above,Licensee shall immediately cease any and all
further use of the Licensed Products and shall promptly purge all copies of the Licensed Products from all computers and workstations on
which any of them may be stored or available at the time. Within thirty(30)days of the date of termination of this Agreement,Licensee shall
also pay Pictometry all amounts, if any, due hereunder. The provisions of Articles 6, 7, 8, 9 and 10 of this Agreement shall survive any
termination of this Agreement.
8. ARTICLE-INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
8.1 Licensed Products.The parties acknowledge and agree that Pictometry shall have and retain sole and exclusive ownership and all right,title,
and interest in and to any Licensed Images, Licensed Metadata, Licensed Software,Licensed DEM and Licensed Documentation provided
under this Agreement and all copyrights,patents, trademarks, trade names,logos, trade secrets, and other proprietary rights in or associated
with each of the Licensed Products(altogether the"Proprietary Rights"). Licensee agrees; (a)that it will never assert or claim any interest in,
or do anything that may adversely affect the validity of,or infringe on,or affect Pictometry's right,title,and interest in,any Proprietary Right,
and (b)that it will use reasonable efforts to protect the Proprietary Rights, including placing or maintaining all copyright,patent,and other
notices and other indications of Pictometry's ownership thereof on all Licensed Products and on all copies of Licensed Images and all other
property of Pictometry when instructed by Pictometry, and (c) that it will notify Pictometry promptly after learning about any actual or
suspected breach of any Proprietary Rights.
8.2 Use of Pictometry's Marks. Licensee agrees not to attach any additional trademarks, trade names, logos or designations to any Licensed
Products or to any copies of any of the Licensed Images without prior written approval from Pictometry. Licensee may,however,include a
Licensee seal and Licensee's contact information so long as the seal and contact information in no way obscure or deface the Pictometry marks.
Licensee further agrees that Licensee will not use any Pictometry trademark,trade name,logo,or designation in connection with any product or
service other than the Pictometry Licensed Images and the other Pictometry Licensed Products. Licensee's nonexclusive right to use
Pictometry's trademarks,trade name,logos,and designations is coterminous with this Agreement.
8.3 Electronic and Other Publishing. Except as provided in Article 3.1 of this Agreement,Licensee is specifically prohibited from publishing
any Licensed Products(other than Licensed Images)in any way,whether separately or as part of any other publication. For these purposes,
publishing includes,making available on the Internet or World Wide Web or any other general access electronic network,method or medium.
1.4 Confidentiality of Licensed Products. The Licensed Products are commercially valuable, proprietary products owned by Pictometry, the
design and development of which reflect an investment of considerable time, effort, and money. The Licensed Products are treated by
Pictometry as confidential and contain substantial trade secrets of Pictometry. Licensee agrees that it will not disclose,provide a copy of,or
disseminate the Licensed Products(other than Licensed Images)or any part thereof to any person who does not need to obtain access thereto
consistent with Licensee's rights and obligations under this Agreement.Licensee agrees to use its best efforts to assure(a)that all its personnel,
and any others afforded access to the Licensed Products, will protect the Products against unauthorized use, disclosure, copying, and
dissemination,and(b)that access to the Licensed Products and each part thereof will be strictly limited. Licensee understands that Pictometry
does not disclose source code and Licensee agrees that it will take all reasonable actions to assure that persons who might access the Licensed
Software will not "unlock"or"reverse engineer" any part of the Licensed Software so as to find or uncover the source code or other trade
secrets included therein.
9. ARTICLE-LIMITED WARRANTY;DISCLAIMER OF WARRANTIES;LIMITED REMEDIES
9.1 Limited Warranties. Pictometry warrants that the Licensed Images and the Licensed Products installed by Pictometry on any Authorized
Workstation supplied by Licensee pursuant to this Agreement will be true and usable copies as of the date of capture. Upon notice to
Pictometry of any breach of that warranty,Pictometry will use its reasonable efforts to correct the problem so as to allow the Licensed Products
to produce Images and related data that are usable for the general purposes intended.The foregoing warranty is the sole and exclusive warranty
that Pictometry makes with respect to the Licensed Products,and the remedy set forth above is the sole and exclusive remedy for breach of that
warranty.
9.2 Disclaimer of Other Warranties. Except as provided in Section 9.1 above,EACH OF THE LICENSED PRODUCTS IS PROVIDED TO
LICENSEE"AS IS" AND"WITH ALL FAULTS." PICTOMETRY MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF
ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND
NONINFRINGEMENT,ARE HEREBY DISCLAIMED AND EXCLUDED BY PICTOMETRY.
9.3 Limitations and Exclusions of Remedies. The remedy set forth in Section 9.1 is the sole and exclusive remedy provided for breach of the
warranty given. With respect to any other claims that Licensee may have at any time against Pictometry on any matter relating to this
Agreement, or the installation, operation, design, distribution, or use of the Licensed Products, the total liability of Pictometry shall in the
aggregate be limited to the aggregate amounts of money that Licensee has paid to Pictometry under this Agreement. In addition,because of
scheduling and other considerations in preparing current Licensed Images, Pictometry cannot assure delivery of the Licensed Products on a
specified delivery date, and Pictometry shall not be liable for any such late delivery except in a case of its gross negligence or willful
misconduct.IN NO EVENT SHALL EITHER PARTY BE LIABLE,UNDER ANY CAUSE OF ACTION OF ANY KIND ARISING OUT
OF OR RELATED TO THIS AGREEMENT, THE LICENSED PRODUCTS, OR IMAGES (INCLUDING UNDER THEORIES
INVOLVING TORT,CONTRACT, NEGLIGENCE,STRICT LIABILITY,OR BREACH OF WARRANTY), FOR ANY LOST PROFITS
OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY THE
OTHER PARTY OR BY ITS CUSTOMERS OR OTHERS,EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
9.4 Imagery Specifications. Ground Sample Distance("GSD")may be affected by Air Traffic Control or terrain restrictions. Images shall have
Page 3 of 5 05012009b
J
an unobstructed view of the ground.In controlled airspace around airports(and other areas)and in areas of rapid elevation changes,the image
footprint sizes and resolutions may vary. There may be varying degrees of ground illumination and color variations due to lighting and cloud
shadows. Pictometry's Orthogonal images provide the coordinate accuracy fulfilling most planemetric requirements.Pictometry data,howevt
are not intended for authoritative or definitive mapping or surveying replacement. If there is a need for authoritative mapping produce
additional work is required by licensed individuals in order to certify Pictometry's orthogonal imagery.
10. ARTICLE-GENERAL
10.1 Entire Agreement. This Agreement,which includes the attached Schedules,contains the entire agreement between the parties and supersedes
all written or oral agreements,descriptions,representations,and understandings with respect to the subject matter hereof. Where differences
occur between the main body of the Agreement and the attached Schedules, the Schedules shall supersede the Agreement. Licensee
acknowledges that it is not entering into this Agreement on the basis of any representations not expressly contained herein. Any modifications
of this Agreement must be in writing and signed by a duly authorized officer of each party.
10.2 Rights of Others. This Agreement is solely intended to provide rights to and be enforceable by Pictometry and Licensee (including its
Authorized Subdivisions).No other person shall acquire or enforce any rights or any representations or warranties given under this Agreement.
103 Waiver. The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind.
10.4 Notices. All notices and demands hereunder shall be in writing and shall be delivered by personal service,mail,courier service,or confirmed
facsimile transmission at the address of the receiving party set forth below(or at such different address as may be designated by one party by
written notice to the other).All notices or demands by mail shall be sent by certified or registered United States mail,return receipt requested,
and all notices and demands shall be deemed complete upon receipt.
If to Licensee: If to Pictometry:
Company: City of Elgin,Illinois Company: Pictometry International,Corp.
Address: 150 Dexter Ct Address: 100 Town Centre Drive,Suite A
Elgin,Illinois 60120 Rochester,NY 14623
Attention: Brendan Brooks Attention: Michael J.Neary
Email: brooks b@citvofelQin.org Email: Mike.Nearv@Pictometry.com
Phone: (847)931-5644 Fax: Phone: (585)486-0093 Fax: (585)486-0098
If to Licensee Billing: If to Pictometry Billing:
Company: City of Elgin,Illinois Company: Pictometry International,Corp.
Address: 150 Dexter Ct Address: 100 Town Centre Drive,Suite A
Elgin,Illinois 60120 Rochester,NY 14623
Attention: Jeffrey Massey Attention: Accounts Receivable
Email: massey i@cityofelgin.org Email: AccountsReceivable@Pictometry.com
Phone: (847)931-5642 Fax: Phone: (585)486-0093 Fax: (585)486-0098
10.5 Export Control. Licensee agrees to comply fully with the export laws and regulations of the United States Government with respect to the
Licensed Products supplied by Pictometry. Accordingly, Licensee agrees that all technical data, software,or other information or assistance
(other than publicly available information) furnished by Pictometry, and any product thereof, shall not be re-exported by Licensee, or its
authorized transferees, if any, directly or indirectly from the United States unless explicitly permitted by U.S. export control laws and
regulations. These obligations of the Licensee shall survive any satisfaction,termination,or discharge of this Agreement.
10.6 Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be
unenforceable,such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain
in full force and effect.
10.7 Force Majeure. Pictometry shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond
Pictometry's reasonable control,including but not limited to acts of God,war,riot,embargoes,acts of civil or military authorities,fire,floods,
accidents,strikes,failure to obtain export licenses or shortages or delays of transportation,facilities,fuel,energy,supplies,labor or materials.
In the event of any such delay,Pictometry may defer the delivery of Licensed Products for a period equal to the time of the delay.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement effective on the latest of the signature dates specified below.
PICTOMETRY INTERNATIONAL, Corp. Licensee Name: City of F.lgin,Illinnic
By: By:
Name: Name:
Title: Title:
Address: 100 Town Centre Drive, Suite A Address: 150 Dexter Ct.
Page 4 of 5 05012009b
Rochester, NY 14623 Elgin, Illinois 60120
ite: Date:
Attachments:
Schedule A:Description of Licensed Products—Must be initialed by Licensee
Schedule B: EAP—Economic Alliance Partnership—Must be initialed by Licensee
Schedule C: Imagery Specifications(if attached)—Must be initialed by Licensee
Schedule D: Sectorized Map-Must be initialed by Licensee
NOTE: "Notices"information must be entered in Article 10.4 of this Agreement.
Page 5 of 5 05012009b
City Of Elgin, Illinois—Spring 2011
SIX YEAR "A"—AGREEMENT-SCHEDULEThree Flights
Six Year Agreement with*Long Term Incentive("LTI")applied
1) The following products shall be delivered to the City of Elgin,Illinois("Licensee")by Pictometry International Corp.:
A. Licensed Images procured with a 16 megapixel camera(as listed below and also portrayed on the attached Schedule D—Sectorized
Map):
1) PREMIER Two Way Community Package(C3)covering 96 sectors of the Licensee as indicated on the attached map. Premier
Community Images are nominal 12"GSD.
Each sector will have approximately:
a. 8 Ortho-rectified images and a 1-meter standard mosaic sector tile for each ortho sector
b. 4 Oblique images and 4 additional Oblique images taken from the opposite direction.
PREMIER Community Images(C3)to be taken when there is less than 30%leaf cover.
PREMIER COMMUNITY Image Price $ 37.50 per sector per year
Less 40%EAP Discount $ 15.00
$ 22.50
Less 10%first capture LTI` $ 2.25
$ 20.25 @ 96 Sectors=$1,944.00 per year—1st Image Capture
PREMIER COMMUNITY Image Price $ 37.50 per sector per year
Less 40%EAP Discount $ 15.00
$ 22.50
Less 5%second capture LTI* $ 1.13
$ 21.37 @ 96 Sectors=$2,052.00 per year—2nd Image Capture
PREMIER COMMUNITY Image Price $ 37.50 per sector per year
Less 40%EAP Discount $ 15.00
$ 22.50 @ 96 Sectors=$2,160.00 per year—3rd Image Capture
2) ELITE Four Way Neighborhood Images(N5)covering 96 sectors of the Licensee as indicated on the attached map. Premier
Neighborhood Images are nominal 4"GSD.
Each sector will have approximately:
a. 52 Ortho-rectified images
b. 104 Oblique images from four perpendicular directions
ELITE Neighborhood Images will be taken when there is less than 30%leaf cover.
ELITE NEIGHBORHOOD Image Price $337.00 per sector per year
Less 40%EAP Discount $ 137.00
$200.00
Less first capture 10%LTI* $ 20.00
$180.00@ 96 Sectors=$17,280.00 per year—1st Image Capture
ELITE NEIGHBORHOOD Image Price $337.00 per sector per year
Less 40%EAP Discount $137.00
$200.00
Less second capture 5%LTI* $ 10.00
$190.00@ 96 Sectors=$18,240.00 per year—2^d Image Capture
ELITE NEIGHBORHOOD Image Price $337.00 per sector per year
Less 40%EAP Discount $137.00
$200.00 @ 96 sectors=$19,200.00 per year—3rd Image Capture
CONFIDENTIAL Page 1 of 5 05012009
Pictometry Licensee
B. Ortho Tiles and Mosaics -WITH REFERENCE TO THE FOLLOWING TILES,LICENSEE HAS REVIEWED AND AGREES TO ACCEPT
THE TILE SPECIFICATIONS(Schedule Cl).
6 inch Standard Mosaic Sector Tiles(4"or 6"ortho imagery required):
$40.00 per sector
100%LTI credit -$40.00
$ 0.00 per sector x 96 sectors=$0.00 for 1n image capture
$40.00 per sector
50%LTI credit -$20.00
$20.00 per sector x 96 sectors=$1,920.00 for 2dd image capture
$40.00 per sector x 96 sectors=$3,840.00 for 3rd image capture
Ortho Tile Format -Select One-*Note:Tile purchase is required for the following selections:
TIFF(No Additional Charge)
Individual Area Wide Mosaic Format
6" area-wide tile(s)delivered in MRSID format:96 Sectors @$2.00=$192.00 for 1st image capture
6" area-wide tile(s)delivered in MRSID format:96 Sectors @$2.00=$192.00 for 2dd image capture
6" area-wide tile(s)delivered in MRSID format:96 Sectors @$2.00=$192.00 for 3rd image capture
Ortho Tile&Mosaic Projection (1 M,6",12")-Tiles will projected in State Plane,NAD 83,Illinois East,feet unless the projection is
stated otherwise
C. Ancillary Products:
1) Post Delivery repair of building intersect/clipping caused by mosaicing process for 2 sectors per flight. Sectors to be determined
after the mosaic tiles are delivered and inspected by the customer: 2 sectors per flight:$80.00 x 3 flights= $240.00
2) Images are to be delivered with an image size of approximately 3-5 MB.
D. US Census Bureau TIGER line files of County or a base map supplied by Licensee.
E. Elevation Data Source—
Customer Provided Elevation Model in acceptable data format(Data must be provided to Pictometry prior to the start of image capture or
a$10 per sector reprocessing fee will be charged).
2) Documentation: Pictometry International Corp.shall furnish 1 digital copy of the Documentation for the Licensed Software.
3) Training included in License Fee: Pictometry International Corp.shall conduct two(2)End User orientation sessions of up to 25 people for
employees of the Licensee or Authorized Subdivisions thereof at the Licensee's site. In addition there will be one(1)Advanced User technical
training for one group of up to 10 people using Licensee computers. Pictometry also provides one Administration/IT training session designed
to provide the administrators of the Pictometry image library with the knowledge they will need to manage and distribute access to the
Pictometry solution.This session is done remotely using online tools such as GotoMeeting. Licensee has the option of receiving two(2)End
User Orientation Sessions,one(1)Advanced User technical training and one(1)Administration/IT training upon shipment of second and third
Image Library.
4) Telephone Support: During the six(6)years of this Agreement,Pictometry shall provide thirty(30)hours of telephone support to the people
who have completed the Advanced User technical trainings and who are individually identified by Licensee.
5) Licensed Software:Pictometry International Corp.shall supply one copy of the Pictometry Electronic Field Study(EFS)software,latest version,
on the Storage Media supplied as specified herein. Licensee and Authorized Users may download updated versions of the Licensed Software
free of charge for a period of six years from the initial date of shipping of the EFS Software,along with a copy of the updated documentation.
CONFIDENTIAL Page 2 of 5 05012009
Pictometry Licensee
6) Annual Image License Fees of Nineteen Thousand Two Hundred Twenty Four Dollars($19,224.00)for first capture.
Annual Image License Fees of Twenty Thousand Two Hundred Ninety Two Dollars($20,292.00)for second capture.
Annual Image License Fees of Twenty One Thousand Three Hundred Sixty Dollars($21,360.00)for third capture.
• This is the Annual License Fee for the Licensed Images,Licensed Software,Licensed Documentation and support.
• Long Term Incentives "LTI" have been applied to the fees shown above. In the event Licensee terminates this Agreement prior
0 9 ("LTI") PP g
to the end of the six(6)year Agreement term,all LTI monetary considerations shall be revoked and these funds shall be
immediately due and payable to Pictometry. Repayment of LTI considerations does not apply if funds for Oblique Imagery are
not appropriated or if Licensee terminates this agreement due to material breach by Pictometry. If such funds are not
appropriated,Licensee shall provide Pictometry with written documentation of non-appropriation from the funding source(such
notification shall be prior to any pending image capture). If funds are not appropriated for the purchase of Oblique Imagery,
contract shall stay in force but new Image Libraries shall not be captured or delivered until outstanding balances due have been
paid.
• The duration of the License is six(6)years at the above fees.
• At the end of the term of this Agreement,the Licensee is granted a Perpetual License for all Licensed Images and Licensed
Software at no additional cost.
• At the end of this License Term,optional Support and Upgrades for Licensed Software may be continued by:
o Entering into a new license for new images,or
o Paying an annual Support and Maintenance Fee of 5%of the Annual License Fee of the last capture
• Pictometry Economic Alliance Partnership—Licensee shall be eligible for the Pictometry Economic Alliance Partnership as
outlined on Schedule B. The EAP Program described on the attached Schedule B shall stay in effect for a two(2)year term.
EAP coverage shall continue for an additional four(4)year term and offerings will be based on the then prevailing EAP Program.
• The annual cost of the Images is fixed for a period of five(5)years from the date of this License Agreement with Pictometry to
provide consistency in pricing should the Licensee wish to amend the Schedule A to purchase annual imagery(an additional set
of images on the one year anniversary of this License).
7) Storage Media. Licensee will make available on Licensee Server enough disk storage space to accommodate the Licensed Products. This is
i varyin other file systems). Licensee will also provide a 100 Mb/s network link to the
estimated to be 122 GB in a NTFS file system(size may
server. On delivery,the Licensed Images and Licensed Software may be copied to the Licensee server via the network connection.(note:
Image Library deliveries on Licensee-supplied Delivery media shall be charged a$100 copy fee).
(Any drive larger than 2T will require a custom quote AND that it will require a 64-bit Windows Vista,7,Server 2003/2008 computer
to be able to access that large a volume.XP,even 64-bit,has a 2T hard limit.)
Delivery Media will be a 465 GB EP hard drive purchased from Pictometry at a cost of$185.00 x 3 drives=$555.00
Total cost of delivery media for each flight year=$185.00
8) Total Cost: The Total Cost of this License Agreement is One Hundred Twenty Eight Thousand Eight Hundred Eighty Three Dollars
($128,883.00),plus any applicable sales tax. Long Term Incentives("LTI")have been applied to this total cost.Total cost is broken down as
follows:
First Year
Annual License Fee $19,224.00
Delivery Media $185.00
6"Ortho Tiles $0.00
6"Area Wide Mosaics $96.00(1/2 of mosaic cost)
Building Cutline Fixing(2 sectors) $80.00
First Year Total $19,585.00
Second Year
Image License Fee $19,224.00
6"Area Wide Mosaics $96.00(balance of mosaic cost)
Second Year Total $19,320.00
CONFIDENTIAL Page 3 of 5 05012009
Pictometry Licensee
Third Year
Annual License Fee $20,292.00
Delivery Media $185.00
6"Ortho Tiles $960.00(1/2 of Tile cost)
6"Area Wide Mosaics $96.00(1/2 of mosaic cost)
Building Cutline Fixing(2 sectors) $80.00
Third Year Total $21,613.00
Fourth Year
Annual License Fee $20,292.00
6"Ortho Tiles $960.00(1/2 of Tile cost)
6"Area Wide Mosaics $96.00(1/2 of mosaic cost)
Fourth Year Total $21,348.00
Fifth Year
Annual License Fee $21,360.00
Delivery Media $185.00
6"Ortho Tiles $1,920.00(1/2 of Tile cost)
6"Area Wide Mosaics $96.00(1/2 of mosaic cost)
Building Cutline Fixing(2 sectors) $80.00
Fifth Year Total $23,641.00
Sixth Year
Annual License Fee $21,360.00
6"Ortho Tiles $1,920.00(1/2 of Tile cost)
6"Area Wide Mosaics $96.00(1/2 of mosaic cost)
Sixth Year Total $23.376.00
LICENSEE SHALL BE ELIGIBLE FOR 200 SEATS OF PICTOMETRY ONLINE(POL)AS INDICATED ON THE ATTACHED POL ORDER FORM.
THE COST OF THIS SUBSCRIPTION SHALL BE COVERED BY A LONG TERM INCENTIVE(LTI)FOR THE FIRST YEAR.
9) Taxes: All License Fees or other prices listed in this Agreement are exclusive of Federal,State and Local taxes. Licensee will be responsible
for any taxes due under this License Agreement.
10) Payment: The Licensee shall remit to Pictometry International,Corp.twenty-five percent(25%)of the First Year Total Fee upon signing this
Agreement and the balance of the First Year Total Fee within 30 days of the shipment of the Licensed Software and first Image Library,as
specified in this Schedule A.All shipment efforts by Pictometry International Corp.shall be coordinated with the Licensee. Payment of the
Second Year Total Fee shall be due on the one-year anniversary of the first Image Library shipment date.
Payment of the Third Year Total Fee shall be within 30 days of the shipment of the second Image Library,as specified in this Schedule A.
Payment of the Fourth Year Total Fee shall be due on the one-year anniversary of this second Image Library shipment date.
Payment of the Fifth Year Total Fee shall be due within 30 days of the shipment of the third Image Library,as specified in this Schedule A.
Payment of the Sixth Year Total Fee shall be due on the one-year anniversary of this third Image Library shipment date.
It is understood that the payment schedule is for the convenience of the Licensee. All monies are considered earned upon shipment of the first
Image Library. Payment of the Second,Third,Fourth,Fifth and Sixth Year Total Fees with the First Year total Fee will receive a 2%discount on
those Second,Third and Fourth Year Total Fees. Fees past due for 30 days shall be charged a late fee of 1.5%per month.
Payment Breakdown:
Down payment due at signing=$4,896.25
Balance of First Year Total Fee due on first Image Library shipment=$14,688.75
Second Year Total Fee due on one-year anniversary of first Image Library shipment=$19,320.00
Third Year Total Fee due on second Image Library shipment=$21,613.00
CONFIDENTIAL Page 4 of 5 05012009
Pictometry Licensee
Fourth Year Total Fee due on one-year anniversary of second Image Library shipment=$21,348.00
Fifth Year Total Fee due on third Image Library shipment=$23,641.00
Sixth Year Total Fee due on one-year anniversary of third Image Library shipment=$23,376.00
11) Delivery Schedule:The image capture process and the delivery date may be affected by weather conditions or aircraft availability. Licensee will
accept delivery within thirty(30)days of notification by Pictometry.
12) Recommended Minimum System Requirements for Electronic Field Study. A Pentium III with a 450 MHz processor,256MB memory minimum
512MB+recommended,Windows 2000/XP,a video card with 4 MB memory capable of 1024 x 768 resolution,,display color of 24bit or higher,
100MB NIC and 50MB free disk space for software.
13) Training and Support Services: Additional training and support services are available to Licensee at the then prevailing prices.
14) Modifications to the License Agreement
a. Paragraph 5.1 is modified by the addition of the words"has the option to"and"only with the written permission of Licensee"to
read as follows:
5.1 Geographic Data. If available,Licensee has the option to provide to Pictometry geographic data in industry standard
format,shape,DBF,etc.,including digital elevation models,street centerline maps,tax parcel maps,centroids,etc.,which
data,to the extent practicable,shall be incorporated into the Image Library licensed to the Licensee. Licensee agrees that
any of this data that is owned by the Licensee,may be distributed by Pictometry with the Image Library that is used in the
Pictometry On-Line product and in licensing the Image Library to other licensees,only with the permission of the Licensee.
At no time shall Pictometry claim ownership of that data.
Paragraph 7.3 is modified by the addition of the words"In the event of termination for cause by Licensee pursuant to Section 7.2 above,
Licensee shall not be required and shall not be obligated to Pictometry for the payment of any further amounts"
7.3. Upon termination of this Agreement as provided in Section 7.2 above,Licensee shall immediately cease any and all further
use of the Licensed Products and shall promptly purge all copies of the Licensed Products from all computers and
workstations on which any of them may be stored or available at the time.In the event of termination for cause by Licensee
pursuant to Section 7.2 above, Licensee shall not be required and shall not be obligated to Pictometry for the payment of
any further amounts. The provision of Articles 6,7,8,9 and 10 of this Agreement shall survive any termination of this
Agreement.
Choice of Law and Venue:This Agreement shall be subject to and governed by the laws of the State of Illinois.Venue for the resolution
of any disputes for the enforcement of any rights arising out of or in connection with this Agreement shall be in the Circuit Count of Kane
County,Illinois.
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 forgoing,Pictometry hereby certifies,represents and warrants to the Licensee that all of Pictometry's
employee and/or agents who will be providing products and/or services with respect to this Agreement shall be legal residents of 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. The Licensee shall have the right to audit any records in the possession or control of Pictometry to determine Pictometry's
compliance with the provisions of this section. In the event the Licensee proceeds with such an audit, Pictometry shall make available to
the Licensee,Pictometry relevant records at no cost to the Licensee. Pictometry shall pay any and all costs associated with any such
audits.
CONFIDENTIAL Page 5 of 5 05012009
Pictometry Licensee
•
•
SCHEDULE "B"
Pictometry Economic Alliance Partnership
(EAP benefits apply to the initial term of the License Agreement as noted on Schedule A)
1. Benefits
A. Imagery—with Pictometry's EAP program the Licensee shall keep its imagery forever,the EFS Software
and Image License becomes perpetual at the end of the term of the License Agreement.
• Ortho Imagery—With the purchase of Pictometry Oblique Imagery,Licensee receives Ortho
Imagery at no additional charge
• Ortho Mosaic Imagery—With the purchase of Pictometry Oblique Imagery,Licensee receives
Ortho Mosaics at no additional charge,including an area-wide Mosaic of all imagery captured.
B. Disaster Coverage at No Additional Charge—Pictometry's proven background in rapid response image
capture,processing,and delivery is unmatched. Cities,Counties and States can benefit from Pictometry's
expertise. Pictometry will image up to 200 sq mi of affected areas of Federally Declared Disasters caused by
Hurricanes(category 2 and above),populated areas affected by fires,terrorist attacks,Tsunami and Earthquakes
at no charge. Affected areas are determined by Pictometry and Pictometry will work with county and state
governmental licensees and request their additional input regarding their needs. Note: There is no wait for a
Federal Declaration under the following circumstances:
•Hurricane Coverage at No Cost—Pictometry will capture and quickly deliver imagery of affected
areas of Category II hurricanes and above to your city,county or state at no additional expense. Coverage
for hurricanes below this category may be arranged at reduced EAP rates.
•Tornado Coverage at No Cost—Pictometry will capture and quickly deliver imagery of areas
impacted by Tornados with ratings of EF4 and above to your city,county or state at no additional cost.
Coverage,for tornados below EF4,may be arranged at reduced EAP rates.
•Terrorist Coverage at No Cost—Pictometry will capture and quickly deliver imagery of damage due
to terrorist attack for up to 200 square miles at no additional cost.
Software—Use of Pictometry Change AnalysisTM or Web Deployment of Disaster Imagery—
Pictometry's Rapid Response Program includes the use of our ready-to-use, unique Change Analysis software for
ninety days. The powerful Change Analysis software simultaneously compares pre and post disaster images to
make recovery and restoration efforts more effective and efficient.Pictometry Web Deployment of disaster
imagery may also be available at no charge for ninety days.
C. Enterprise-wide Infrared Software at No Additional Charge—Pictometry will provide Eco-V iewTM,
an easy-to-use Infra-Red Software solution,at no additional charge when you purchase Pictometry's Near Infra-
Red imagery.
D. Software Installation and Maintenance Costs-During the initial term of the Pictometry License
Agreement,Pictometry shall provide Licensed Software to Licensee with no charge for upgrades, maintenance or
support under License's EAP. At the end of the term of the Software License Agreement,the license for software
and imagery becomes perpetual. Support for the Perpetual Licensed Software may be continued at no charge with
the signing of a License Agreement with EAP Program for another Image Library.
E. Marketing—Pictometry will market your GIS Layer data to Pictometry's many business partners only
upon your written request. Revenue derived from this sale shall be split 50/50 between Licensee and Pictometry.
Pictometry initial Licensee initial: 05012009
•
SCHEDULE "C"
Digital Imagery Specifications
Dimensions and Resolution:
All values are approximates based on target height-over-ground. The actual values vary due to elevation changes.
Individual Images:
Premier Community Images
CS Oblique(Nominal 12 Inch)
Footprint:
Front Line: 3,700 feet(1128 meters)
Back Line: 5,100 feet(1554 meters)
Front to Back: 4,600 feet(1402 meters)
Ground Sample Distance:
Front Line: 0.9 feet/pixel(0.27 meters/pixel)
Middle Line: 1.1 feet/pixel(0.34 meters/pixel)
Back Line: 1.3 feet/pixel(0.40 meters/pixel)
C5 Orthogonal (Nominal 12 Inch)
Footprint: 3,600 x 2,400 feet(1097 x 731 meters)
Ground Sample Distance: 0.9 feet/pixel(0.27 meters/pixel)
•
Premier Community Images
C3 Oblique(Nominal 12 Inch)
Footprint:
Front Line: 3,100 feet(975 meters)
Back Line: 6,300 feet(1524 meters)
Front to Back: 6,100 feet(1311 meters)
Ground Sample Distance:
Front Line: 1.0 feet/pixel(0.24 meters/pixel)
Middle Line: 1.3 feet/pixel (0.30 meters/pixel)
Back Line: 2.0 feet/pixel (0.38 meters/pixel)
C3 Orthogonal (Nominal 12 Inch)
Footprint: 4,000 x 2,700 feet(1219 x 823 meters)
Ground Sample Distance: 1.0 feet/pixel(0.31 meters/pixel)
Elite Community Images
Oblique(Nominal 8 Inch)
Footprint:
Front Line: 3,000 feet(915 meters)
Back Line: 6,000 feet(1830 meters)
Front to Back: 4,700 feet(1,433 meters)
Ground Sample Distance:
Front Line: 0.8 feet/pixel (0.24 meters/pixel)
Middle Line: 1.0 feet/pixel (0.30 meters/pixel)
Back Line: 1.5 feet/pixel (0.46 meters/pixel)
Orthogonal (Nominal 8 Inch)
Footprint: 2,600 x 1,700 feet (793 x 518 meters)
Ground Sample Distance: 0.6 feet/pixel(0.18 meters/pixel)
•
CONFIDENTIAL Licensee Initial Page 1 of 5 05012009a
Not for distribution to third parties
Premier Neighborhood Images
Oblique(Nominal 6 Inch)
Footprint:
Front Line: 2,500 feet(762 meters)
Back Line: 4000 feet(1220 meters)
Front to Back: 3400 feet(1037 meters)
Ground Sample Distance:
Front Line: 0.6 feet/pixel(0.18 meters/pixel)
Middle Line: 0.8 feet/pixel(0.24 meters/pixel)
Back Line: 1.0 feet/pixel(0.30 meters/pixel)
Orthogonal (Nominal 6 Inch)
Footprint: 2,000 x 1,330 feet(610 x 405 meters)
Ground Sample Distance: 0.5 feet/pixel(0.15 meters/pixel)
Elite Neighborhood Images
Oblique(Nominal 4 Inch)
Footprint:
Front Line: 1,400 feet(427 meters)
Back Line: 2,000 feet(610 meters)
Front to Back: 1,800 feet(549 meters)
Ground Sample Distance:
Front Line: 0.35 feet/pixel(0.11 meters/pixel)
Middle Line: 0.41 feet/pixel(0.12 meters/pixel)
Back Line: 0.49feet/pixel(0.15 meters/pixel)
Ortho (Nominal 4 Inch)
Footprint: 1,385 x 923 feet(422 x 281 meters)
Ground Sample Distance: 0.35 feet/pixel(0.11 meters/pixel)
!ctor Tiles:
One-Meter Sector Tiles
Footprint: 5,280 x 5,280 feet(1,609 x 1,609 meters)
Pixel Size: 3.28 feet/pixel (1.0 meters/pixel)
Source Imagery: Community Orthogonal(12 and 9 inch)and/or Neighborhood Orthogonal(Premier and Standard)
Radiometry: Not radiometrically balanced,may have observable cut lines and could consist of imagery taken over
a period of several days.
File Size(Approx.): 8,000 KB (JPG format)
One-Foot Sector Tiles
Footprint: 2,640 x 2,640 feet(805 x 805 meters)
Pixel Size: 1.0 feet/pixel (0.3048 meters/pixel)
Source Imagery: Community Orthogonal(12 and 9 inch)and/or Neighborhood Orthogonal(Premier and Standard)
Radiometry: Not radiometrically balanced,may have observable cut lines and could consist of imagery taken over
a period of several days.
File Size(Approx.): 20,900 KB (JPG format)
Six-Inch Quarter Sector Tiles
Footprint: 2,640 x 2,640 feet(805 x 805 meters)
Pixel Size: 0.5 feet/pixel (0.1524 meters/pixel)
Source Imagery: Premier Neighborhood Orthogonal and/or Neighborhood Orthogonal
Radiometry: Not radiometrically balanced,may have observable cut lines and could consist of imagery taken over
a period of several days.
File Size(Approx.): 83,500 KB (JPG format)
Pictometry Standard Ortho Mosaic Products
Pictometry ortho mosaic products are the result of high definition,full color aerial images and automated mosaicking processes that
incorporate digital elevation data to create large-area mosaicked ortho images from the individual Pictometry ortho frames.Pictometry ortho
CONFIDENTIAL Licensee Initial Page 2 of 5 05012009a
Not for distribution to third parties
images are captured along with the oblique imagery to create libraries of images that are unequalled in cost-effectiveness,high detail ande"ase
of use.
Pictometry builds in quality control,programmatic error correction,and data integrity checks into the planning,capture,and processing of the
images.There are a few artifacts of the Pictometry ortho mosaic process that may still be evident with the automated mosaicking process.This
is a summary of the types of artifacts that may be evident in a small portion of the Pictometry ortho mosaic tiles. Examples of mosaic tiles and
the artifacts described below are on the following pages.
Disconnects in Non-Elevated Surfaces: These disconnects are generally caused by inaccurate elevation data
Disconnects in Elevated Surfaces: (Roadways,Bridges,etc.) Elevated roads,bridges,etc.that are not represented in the elevation data
may result in disconnects along mosaic seam lines
Building Intersect and Clipping: Similar to elevated roads and bridges,buildings that are not represented in the elevation data may result in
disconnects along the structure
Seasonal Cutlines: Visible cutlines may exist between images taken at different times in a season,or between seasons
Ground Illumination Cutlines: Variations in illumination(sunny,high overcast,morning/afternoon,etc.)between flight days may result in
visible cutlines
Color Variations-Single GSD: Illumination differences and multiple-aircraft/camera capture result in varying color temperature which can
appear as visible cutlines in a mosaic
Color Variations-Mixed GSD: When a customer chooses portions of their area to be flown at different ground sample distances(GSDs),
there will frequently be a noticeable difference(cutline)along the seams between the two resolutions
Color Variations—Water: When multiple individual frames are used to create a mosaic across a body of water(lakes,ponds,rivers,etc.),
there will likely be noticeable cutlines in the water
Regions Geographically Misplaced: From time to time,the geopositional data is corrupt or improperly processed and will mis-position the
images and result in a defective mosaic.These are inspected for and corrected in Processing
Lack of I Edges of Coverage: Along the edges of an area being captured(the border of a county,for example),there may be mosaic tiles
created with partial coverage.The missing areas along the edge are filled with black.Where coverage in one GSD does not exist but other
GSD imagery is available,the second GSD imagery will be used to fill the gap
Processing Errors: Software bugs and improperly applied geopositional data is inspected for and corrected before products are delivered to
customers
Custom Ortho-Mosaics:
Pictometry can create custom ortho-mosaics based on the resolution of the imagery captured. If a custom ortho-mosaic is
desired,the full specifications will be spelled out in a separate addendum. It is important to note that while the ortho-mosaic can
be created at any pixel resolution,up or down,creating an ortho-mosaic with a pixel size smaller than the ground sample
distance of the input imagery will not contain any more information than the resolution of the input imagery. In other words,if
you create a six-inch ortho-mosaic from one-foot imagery,even though the pixels will be six-inch,the overall image data
resolution will still only be one-foot. For this reason,it is important to ensure the base imagery purchased meets or exceeds the
resolution requirements of any ortho-mosaics you need. Under-sampling,for instance creating a one-foot ortho-mosaic from six-
inch resolution imagery,is not a problem and generally produces very good results.
Pictometry also has licensed partners who can create an ortho-mosaic product that can be certified to a particular accuracy. In
general,ortho-mosaics from Pictometry's neighborhood orthogonal imagery can meet NMAS 1:1200(1.0-meter RMS error at
95%confidence interval)in relatively flat terrains or areas with good elevation data. For areas with highly variable terrain or
areas with poor elevation data,this number generally drops to NMAS 1:2400(2.0-meter RMS error at 95%confidence interval).
Certified ortho-mosaics can be created from Pictometry's community orthogonal imagery,but only under certain capture
parameters. As such,it is important to include any custom ortho-mosaic requirement with the image capture requirements such
that the community orthogonal imagery can be captured in a way consistent with certification requirements.
General Specifications:
Orthogonal Images
Sensor Size Pixels:4008 x 2672(or 3208 x 2672 for some Community level imagery)in a Landscape
orientation.
Image Format Industry-standard image format with proprietary image trailer,including JFIF(JPEG),TIFF,and
BMP.
Image Quality Images will have an unobstructed view of the ground.In controlled airspace around airports,etc.,
and in areas of rapid elevation changes,the image footprint sizes and resolutions may vary.There
may be varying degrees of ground illumination and color variations due to lighting and cloud
shadows.
CONFIDENTIAL Licensee Initial Page 3 of 5 05012009a
Not for distribution to third parties
Measurement Accuracy <0.5%measurement error,excluding user pixel selection error
Pixel Placement Accuracy Pictometry provides a visualization system and therefore does not certify image accuracy.
However,some Pictometry customers have done their own certification on the Pictometry data
after delivery and have shared their results.On average,customers have been seeing better than
1.0-meter RMS error at a 95%confidence level(NMAS 1:1200)for orthogonal imagery over
relatively flat terrain or in areas with accurate elevation data,and 2.0-meter RMS error at a 95%
confidence level(NMAS 1:2400)for more varied terrain or in areas with poor elevation data.
However,Pictometry does not guarantee these accuracies and your results may vary.
Sensor Orientation Pictometry utilizes an IMU(Inertial Measurement Unit),ground station post-corrected
differential GPS,and Kalman filtering to achieve a high degree of positional and directional
accuracy.
Sensor Positional Accuracy mean 15cm absolute
Sensor Directional Accuracy 0.015 degrees absolute(roll/pitch)
0.035 degrees absolute(heading)
Ortho-Rectification The images are ortho-rectified to back out the optical deviations of the capture system and the
variations due to elevation changes(utilizing the best DEM data available,including customer
provided DEM data),resulting in geographically square pixels aligned to a rectilinear grid. This
grid can be one of any number of coordinate systems,including Latitude/Longitude,State Plane,
UTM,and more. The desired coordinate system should be specified in the contract,or a default
coordinate system will be used.
Image Export JFIF(JPEG),TIFF,BMP
EFS software can be utilized to export the images into any of the above industry-standard
formats.The orthogonal images can optionally be re-projected during this export process,and an
associated geography file can be created as well for use in importing the images into GIS
mapping software.
Image Tiling Individual orthogonal images are edge-feathered and mosaiced to produce orthogonal image tiles
with tile sizes selected to balance single image coverage as well as manageability of open images.
These orthogonal tiles provide continuous coverage across the area of interest. While some color
balancing is done,these orthogonal tiles are not fully radiometrically balanced or edge-matched.
Oblique Images
Sensor Size Pixels:4008 x 2672(or 3208 x 2672 for some Community level imagery)in a Landscape
orientation.
Image Format Industry-standard image format with proprietary image trailer,including JFIF(JPEG),TIFF,and
BMP.
Image Quality Images will have an unobstructed view of the ground.In controlled airspace around airports,etc.,
and in areas of rapid elevation changes,the image footprint sizes and resolutions may vary.There
may be varying degrees of ground illumination and color variations due to lighting and cloud
shadows.Due to the nature of oblique aerial photography,there may also be artifacts such as haze
and glint and glare caused by reflected sunlight.
Measurement Accuracy <0.75%measurement error,excluding user pixel selection error
Pixel Placement Accuracy Pictometry provides a visualization system and therefore does not certify image accuracy.
However,some Pictometry customers have done their own certification on the Pictometry data
after delivery and have shared their results.On average,customers have been seeing better than
2.0-meter RMS error at a 95%confidence level(NMAS 1:2400)for oblique imagery over
relatively flat terrain or in areas with accurate elevation data,and 4.0-meter RMS error at a 95%
confidence level(NMAS 1:4800)for more varied terrain or in areas with poor elevation data.
However,Pictometry does not guarantee these accuracies and your results may vary.
Sensor Orientation Pictometry utilizes an IMU(Inertial Measurement Unit),ground station post-corrected
differential GPS,and Kalman filtering to achieve a high degree of positional and directional
accuracy.
CONFIDENTIAL Licensee Initial Page 4 of 5 05012009a
Not for distribution to third parties
* "r
Sensor Positional Accuracy mean 15cm absolute
Sensor Directional Accuracy 0.015 degrees absolute(roll/pitch)
0.035 degrees absolute(heading)
Image Export JFIF(JPEG),TIFF,BMP
EFS software can be utilized to export the images into any of the above industry-standard
formats.
Notes
1. The existing National Map Accuracy Standards focus on conventional analog aerial photography products. When used for
digital mapping products,it is necessary to specify the approximate image scale(e.g. 1:1200)when stating NMAS requirements.
2. Pictometry's orthogonal images provide the coordinate accuracy fulfilling most planemetric requirements,however,Pictometry
data is not intended for authoritative definitive mapping or surveying replacement. If there is a need for authoritative mapping
products,additional work is required by licensed individuals in order to certify Pictometry's orthogonal imagery. Alternatively,
a separate,authoritative orthogonal image capture can be done and those orthogonal images used inside of Pictometry. Our
oblique images are unique to Pictometry and are intended to provide data not available elsewhere and lateral views with more
visual information,such as building stock analysis. In Pictometry the orthogonal and oblique images are linked for your
convenience and additional study. With a few clicks you can find the revealing lateral views,height measurements,and other
information afforded by the oblique images while using the coordinate accuracy afforded by the orthogonal images.
CONFIDENTIAL Licensee Initial Page 5 of 5 05012009a
Not for distribution to third parties
1 I f r
SCHEDULE "D"
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Community Sectors'96 Neighborhood Sectors 96
Licensee Initial 05012009
r
*7440--Pictometry
Intelligent Images
Select Order Type Below Length of Service Select Applicable Program Date Account Rep
NEW 1 Year(s) 6 YEAR LTI 11/5/10 JLEOHNARD
, S#'lJP 7 Checlt ow with art ?E"tf same aa'13111 To" ! I
CUSTOMER City of Elgin,Ilinois CUSTOMER City of Elgin,Illinois
CONTACT NAME Jeffrey Massey CONTACT NAME Brendan Brooks
ADDRESS 150 Dexter Ct. ADDRESS 150 Dexter Ct.
CITY,STATE ZIP Elgin,Illinois 60120 CITY,STATE ZIP Elgin,Illinois 60120
PHONE 847-931-5642 PHONE 847-931-5644
EMAIL ADDRESS masseyj@cityofelgin.org EMAIL ADDRESS brooks_b@cityofelgin.org
UNITS ITEM CODE DESCRIPTION PRICE PER UNIT AMOUNT
200 POL SEATS Government Web Services for Pictometry OnLine(POL)-Single Use Seats 62.00 12,384.00
6 YEAR LTI GRANT (12,384.00)
Select Optional Customer GIS Layer Information Below
1 GIS LAYER Customer GIS Layer(includes quarterly updates for 1 yr at no charge) 0.00 0.00
For each seat listed above, 1 users will have access to the Web Services.
Total Users= 200 Total $0.00
If Administrator information is same as"Ship To"check box with an"x" x 'Administrator shall assign log-ins and passwords for all Customer Accounts
Administrator Name Administrator Email Address Administrator Phone
Brendan Brooks brooks_b@cityofelgin.org 847-931-5644
"SPECIAL INSTRUCTIONS PAYMENT METHOD
Describe Imagery to be used:(note-each library will consist of the Acceptance of Quote/Order Payment Option(check one and/or enter
county indicated and a small buffer area outside of the county) information)
County:City of Elgin,Illinois
Purchase Order#:
Existing Imagery? NO Signature/Date(electronic signature is not accepted) PO or CC Amount:
Year(s):Spring 2011
Check Attached:
Additional Requirements/Libraries: Payment(annually):
Printed Name
Start Point Lat/Long:42.039564,-88.28504 Degrees Credit Card Payment:email
Direction Facing:West Requested Activation:When imagery is ready accounisreceivable@pictometry.com
Pictometry Use Only Thank you for choosing Pictometry as your Web Services provider.Order subject to the terms and conditions listed on
Activation Dale Expiration are Soilronl Opp ID# 2 of this form and existingLicense Agreement with Pictometry.Bysigning this Order Form agreeing to"click
page 9 ry 9 n9 (and9 n9
8515 through"Service Level Agreement on initial login,the Customer agrees to the terms of use for this product.
Pictometry International Corp 100 Town Centre Drive,Suite A Rochester NY 14623 Phone 585.486.0093 Fax 585.486.0098
0E1022010
1 t • 1M
Pictometry Web Services-License and Service Level Agreement
Pictometry's Web Services should never be used for life critical applications and Pictometry will not accept liability for any service interruptions.
3 Hosting Services and Contract Terms.The following Web Hosting features are available to you from Pictometry International Corp.("Pictometry"):
rmetry Online("POL")is an advanced,web enabled oblique browser with viewing,measuring
arm planning capabilities.
Contract Terms:
1.Pictometry Web Services customers("Licensee")must commit to a minimum one(1)year contract.Each participating organization(Licensee)can increase the number of users and/or
Geographic Areas at any time,but can not reduce the number of users and/or Geographic Areas until the contract term is completed.
2.Pictometry Web Services customers must sign an order form/Service Level Agreement(SLA)for services.This order form/SLA shall describe the services offered and number of users and/or
metros for the account("Web Services Account").
3.For each Account,Licensee shall name one person to be the Administrator of the Account and submit an email address,telephone number and contact information for that person.Licensee
will assign one administrator to this Account.Administrator shah be responsible for assigning his/her users a log-in and password.Licensee purchases User Seats as shown on the order form.The
number of User Seats purchased determines the number of users who shall be allowed online at the same time.Administrator may assign as many Log-in Accounts(users)per seal purchased,as
is indicated of the attached Order Form,but the number of persons allowed in the system at any one time is limited by the number of seats purchased.
4.Pictometry's Web Services should never be used for life critical applications and Pictometry will not accept liability for any service interruptions if used in these critical situations.
5.Upon initial login,each user shall be required to"accept"an online License and Service Level Agreement identical to this written Agreement.
6.Pictometry Online is for individual use only.Licensee shall not attempt,nor allow,access to Pictometry Web Services by means of an automated system.
II.Technical Support.Web Hosting Support can be accessed at CustomerSupport@Pictometry.com
o Web Hosting Phone Support: Phone 585-486-0093,or toll-free at 868-771-9714
o Hours:Monday through Friday,8:30am—5:30pm Eastern Time Zone Holidays—no phone support but e-mail support may be available and Pictometry will use reasonable efforts to answer e-
mails received on holidays on next business day.
o Response time,however,may depend on the nature and complexity of the inquiry,or unexpected call volume.Technical Support assigns the highest priority to inquiries related to the servers'
unavailability.
Ill.Billing and Sales Inquiries. Licensee may choose to be billed(and pay)on an annual or monthly basis.Billing shall begin upon Pictometry Web Services Account activation by Pictometry.Billing
inquiries should be sent to accountsreceivable@pictometry.com Please note:Pictometry must receive notice of billing disputes within thirty days of the date of invoice receipt or date Licensee's
payment is received for services.All inquiries regarding purchase of new accounts or addition of services should be addressed with Licensee's Pictometry Sales Representative.
IV.Issue Escalation. If Licensee is concerned with Pictometry hosting services or if Licensee is unable to resolve a technical support issue within the parameters outlined in this Service Level
Agreement,Licensee should contact its Pictometry Sales Representative regarding any concerns.Licensee's concerns will be reviewed,investigated,and responded to within one business day.As
issues may be complex or require extensive investigation,this one business day response time does not imply that a resolution is guaranteed within one business day.
V.Service Availability. Pictometry International Corp is committed to providing the highest quality service to all customers.To support this commitment,Pictometry gives the following service level
guaranties:
o Pictometry expects a Service Availability of approximately 99%,measured on a calendar-month basis.Service Availability is defined as the ability of a user within an organization to access the
Pictometry Server.
Licensee acknowledges and agrees that the interne((including,without limitation,the world wide web)is a network of private and public networks,that Pictometry has no control over the internet,
and that Pictometry is not liable for the discontinuance of operation of any portion of the internet or possible regulation of the interne(which might restrict or prohibit the use of the licensed software
or the integrated product or the delivery of the services.
VI.Disclaimer.This Agreement authorizes the Licensee to use the Web Services Product for its internal use. Pictometry warrants that,while it does strive to present accurate information,it does
not guarantee the accuracy of information made available to the Licensee via this Product,and cannot be held liable for any usage of this information. Pictometry will continually strive to present
annr,rate and reliable information in its Web Services Products but does not endorse,approve or certify such information,nor does it guarantee the accuracy,completeness,efficacy,timeliness or
:1 sequencing of such information.
I such information is voluntary,and reliance on it should only be undertaken after an independent review of its accuracy,completeness,efficacy and timeliness. Pictometry(including its
employees and agents)assumes no responsibility for any consequences resulting from the use of the information in its Web Services Product. Pictometry is not responsible for,and expressly
disclaims all liability for,damages of any kind arising out of use,reference to,or reliance on such information.No guarantees or warranties,including(but not limited to)any express or implied
warranties of merchantability or fitness for a particular use or purpose,are made by Pictometry with respect to such information.
Licensee understands that by using this service it is waiving any and all rights it might have against Pictometry for the accuracy of its product.
VII.Ownership of Data. Title to the Product shall remain with Pictometry and shall not pass to the Licensee. The Licensee acknowledges that copyright subsists in the Product and that all property
and other rights in the Product and all trade marks and logos used on or in relation to the product shall remain in Pictometry or its licensors.Subject to payment of the Price,Pictometry grants the
Licensee a non exclusive non-transferable right to use the Product for its own internal purposes.This shall not include any right to copy the product,nor to sell,supply or disclose the Product to any
third party except as detailed in Licensee's existing License Agreement with Pictometry.
This Agreement grants Licensee the right to use the Image(s)solely for its internal purposes and projects.Licensee may copy the Image(s)onto Licensee's computer or from Licensee's computer to
other computers owned by Licensee or Licensee may make hardcopies of the Image(s),provided that the Image(s)may not be resold,leased,loaned,distributed,or copied for use by any other
person or third party or for any other use,except as may be detailed in Licensee's existing License Agreement with Pictometry.Licensee also may not transfer or assign the rights granted in this
license to any other person.Any transfer or assignment of Licensee's rights under this Agreement without Pictometry's consent shall void the limited license granted under this Agreement.Licensee
also may be held legally responsible for copying infringement which is caused or encouraged by Licensee failure to abide by the terms of this Agreement.
VIII.Data Integrity. Hosting package includes Backup Services to include:full server backup performed once weekly to the shared tape backup device over the network;differential server backup
performed once nightly to the shared tape backup device over the network;backup copy retention time is one week.Pictometry is not responsible for data loss resulting from the failure or loss of
backup media.
IX.Data Integration and Updates. Should Licensee desire certain data layers to be integrated into its imagery,samples of such data must be submitted to Pictometry for evaluation. Pictometry
shall,at no additional charge,integrate two(2)of Licensee's data layers to Licensee's imagery(either parcel data,street centerlines or property centroids). Should Licensee require other(or
additional)data to be integrated,a data sample is required to produce a custom quote for this integration. Pictometry shall,at no additional charge,update the two(2)data layers on a quarterly
basis. Additional updates or updates to queries shall be custom quoted. NOTE:IT IS UNDERSTOOD THAT DATA PROVIDED BY LICENSEE MAY BE MODIFIED(e.g.,data may be projected
into Lat/Long or resolution maybe modified).
X.Data Retention.Pictometry may,in is sole discretion,retain all data(if any)associated with the Web Services Account. All such data may be deleted from Pictometry's servers and backup media
after Web Services Account termination.
Xl.Customer Responsibilities/Requirements.To access Pictometry services,Licensee must provide at the very minimum:a PC with a broadband Internet connection(not dialup),a currently
supported Microsoft Operating System,internet Explorer 6.0 or higher(services wit work with Firefox 1.5 or greater)and a fully functional Internet browser. Pictometry's Web Services should never
be used for life critical applications and Pictometry wit not accept liability for service interruptions if used in critical situations.
XII.GENERAL.(a)The Contract constitutes the entire agreement between Pictometry and the Licensee with respect to the Products and supersedes all prior representations,agreements or
arrangements whether oral or in writing relating to the subject matter hereof,and(b)each of the sub-clauses of the Conditions and the Contract is to be treated as separate and independent and if
any provisions hereof is or becomes illegal or void then the remaining provisions shall remain in full force and effect,and(c)no variation to these Conditions or the Contract shall be effective unless
in writing signed by the authorized representatives of both parties. This Agreement,which includes the attached Schedules,contains the entire agreement between the parties and supersedes all
written or oral agreements,descriptions,representations,and understandings with respect to the subject matter hereof.
ing this product,Licensee is agreeing to the terms and conditions shown above.
(iment: Data&Query Questionnaire if applicable(must be attached to this order form and initialed)
08022010