HomeMy WebLinkAbout23-11 Resolution No. 23-11
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH PICTOMETRY
INTERNATIONAL CORP. DB/A EAGLE VIEW FOR OBLIQUE AERIAL IMAGERY AND
SOFTWARE FOR THE GEOGRAPHIC INFORMATION SYSTEM
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that pursuant to Elgin Municipal Code Section 5.02.020B(9)the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are
hereby authorized and directed to execute an Agreement on behalf of the City of Elgin with
Pictometry International Corp., d/b/a Eagle View, for oblique aerial imagery and software for the
Geographic Information System, a copy of which is attached hereto and made a part hereof by
reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: February 8, 2023
Adopted: February 8, 2023
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
AGREEMENT BETWEEN
PICTOMETRY INTERNATIONAL CORP.
AND CITY OF ELGIN,IL
This Agreement is hereby made and entered into this 8thday of February ,2023,by and between the City of Elgin,Illinois,a
municipal corporation("Customer")and Pictometry International Corp.,a Delaware corporation and its affiliates,also d/b/a Eagle
View(`Eagle View")for the purchase of the content and services set forth in Section A:Product Description,Prices and Payment
Terms described below. The provision of all such content and services is subject to this Agreement form and the contract components
listed below:
Section A:Product Descriptions,Prices and Payment Terms
Section B:License Terms:
• General Terms
• Product Specific Terms
o Delivered Content
o Online Services
o Web Visualization
o Software License
Section C: Non-Standard Terms and Conditions
Appendix 1:Photogrammetric Product Specifications
Map(s)
(all of which,collectively,constitute this"Ag er ement").In consideration of,and subject to,payment by Customer of the Fees
specified in Section A of the Agreement,and subject to the terms and conditions set forth in the Agreement,EagleView agrees to
provide Customer with access to and use of the Content and Services specified in Section A of the Agreement in accordance with
the terms and conditions of the Agreement. Any purchase order or similar document issued by Customer in connection with this
Agreement is issued solely for Customer's internal administrative purposes and the terms and conditions set forth on any such
purchase order shall be of no force or effect as between the parties.
In the event of any conflict among any contract components comprising the Agreement,the order of precedence for resolving
such conflict shall be,from highest(i.e.,supersedes all others)to lowest(i.e.,subordinate to all others):Section C: Non-
Standard Terms and Conditions;Appendix 1:Photogrammetric Product Specifications;Section A:Product Descriptions Prices
and Payment Terms:Section B.II:License Terms(Product Specific Terms);and Section B.I:License Terms(General Terms).
Page 1 of21 City of Elgin,IL—LC-10000582 2023-01-27 9.51_1)
SECTION A PRODUCT DESCRIPTIONS,PRICES AND PAYMENT TERMS
Pictometry International Corp.dba Eagleview ORDER#
25 Methodist Hill Drive LC-10000582
Rochester,NY 14623
BILL TO SHIP TO
City of Elgin,IL City of Elgin,IL
Aaron Cosentino Aaron Cosentino
150 Dexter Ct 150 Dexter Ct
Elgin,Illinois 60120 Elgin,I11inois60120
6305744390 6305744390
cosentino a@cityofelgin.org cosentino a(a-,)cityofe1gin.org
CUSTOMER ID SALES REP FREQUENCY OF PROJECT
A1204187 Lowell Davis Biennial
PROJECT 1
Q-1'Y PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT AMOUNT'
PRICE%
84 Reveal Essentials+Property Provides high resolution ortho and oblique imagery $400.00 10% $30,240.00
at a Property level.Deliverables include measurable
oblique and ortho imagery at a property resolutions.
Color balanced orthomosaic imagery is generated by
a fully automated photogrammetric process and
delivered digitally in various formats with the
associated metadata.
Product Parameters:
Elevation Data Source:Customer Provided-On file
Leaf:Leaf Off:Less than 300/a leaf cover
84 Reveal Certified Ortho Certified Ortho upgrades an Essentials orthomosaic $50.00 10% $3,780.00
Property to an authoritative orthomosaic produced in
accordance with state and local requirements
Product Parameters:
Elevation Data Source:Customer Provided-On file
Leaf.Leaf Off:Less than 300/9 leaf cover
84 Reveal TrueTouch Property TrueTouch is the application of visual improvements $50.00 10% $3,780.00
to customers'orthomosaic imagery
Product Parameters:
Elevation Data Source:Customer Provided-On file
Leaf:Leaf Off:Less than 30%leaf cover
1 RapidAccess-Disaster RapidAccess-Disaster Response Program is an $0.00 $0.00
Response Program emergency response program offering flights after
an emergency or disaster.Refer to the attached
detailed description of the Disaster Response
Program.Term commences on date of initial
shipment of imagery for a project.The quantity
represents the number of years in the DRP term.
Page 2 of 21 City of Elgin,IL—LC-10000582 2023-01-27 9.5LD
2 Pictometry Connect-CA- Pictometry Connect-CA-50(Custom Access) $2,200.00 25% $3,300.00
50 provides up to 50 concurrent authorized users the
ability to login and access the Pictometry-hosted
custom imagery libraries specified elsewhere in this
Agreement via a web-based,server-based or desktop
integration.The default deployment is through web-
based Pictometry Connect.Term commences on
date of activation.The quantity represents the
number of years in the Connect term.
Product Parameters:
Admin User:Aaron Cosentino
Admin User Email:cosentino_a@cityofelgin.org
1 Oblique Imagery Bundle Includes digital copy of the Licensed Documentation $0.00 $0.00
w/Two(2)Yrs of EFS Maint for the License Software,two(2)End User Training
&Support Sessions,one(1)Advanced User Technical
Training,one(1)Administration/IT Training
Session,ten(10)hours of telephone support,one
copy of Pictometry Electronic Field Study(EFS)
software,latest version,on the storage media
specified herein,and access to download updated
versions of the EFS Licensed Software for a period
of two years from the initial date of shipment of the
EFS software,along with a copy of the updated
documentation.
2 CONNECT ImageService Connect Image Service-CA(Custom Access) $2,000.00 25% $3,000.00
CA provides access via a secure web mapping service to
existing orthomosaics available within Customer's
Connect account.This service allows use by
Customer each calendar month of a total number of
image request transactions equal to the product
resulting from multiplying(a)the number of
concurrent users authorized to use the Connect
Image Service pursuant to this Agreement,by(b)
1500(such product being the"Monthly Image
Request Limit").To the extent use of the Connect
Image Service pursuant to this Agreement results in
a total number of image request transactions in
excess of the Monthly Image Request Limit,
Pictometry may review the usage with Customer,
increase the price for Customer's Connect Image
Service with Customer's consent or,in Pictometry's
discretion,suspend further access by Customer to
the Connect Image Service.This offering is provide
solely for internal use within Customer's
organization.Customer must maintain an active paid
Pictometry Connect account in order to utilize the
Connect Image Service.
1 Pictometry Connect- Pictometry Connect-EarlyAccess provides $10,000.00 100% $0.00
EarlyAccess authorized users the ability to login and access the
imagery,as specified elsewhere in this agreement,
immediately following its preliminary processing
and quality control checks and prior to its final
processing.Early Access imagery will become
available in CONNECT Explorer incrementally as it
is processed and it will remain available until final,
fully processed imagery is made available through
other means.This offering requires an active
Pictometry CONNECT account and the current
purchase of access to an imagery product.
roduct Parameters:
Page 3 of 21 City of Elgin,IL-LC-10000582 2023-01-27 9.5LD
Server Integration:
Third-Party Integrator:
Domain URL:
2 Pictometry Connect-CA- Pictometry Connect-CA-50(Custom Access) $2,200.00 25% $3,300.00
50 provides up to 50 concurrent authorized users the
ability to login and access the Pictometry-hosted
custom imagery libraries specified elsewhere in this
Agreement via a web-based,server-based or desktop
integration.The default deployment is through web-
based Pictometry Connect.Term commences on
date of activation.The quantity represents the
number of years in the Connect term.
Product Parameters:
Admin User:
Admin User Email:
84 Reveal Essentials+Property Provides high resolution ortho and oblique imagery $400.00 100/0 $30,240.00
at a Property level.Deliverables include measurable
oblique and ortho imagery at a property resolutions.
Color balanced orthomosaic imagery is generated by
a fully automated photogrammetric process and
delivered digitally in various formats with the
associated metadata.
Product Parameters:
Elevation Data Source:Customer Provided-On file
Leaf:Leaf Off Less than 30%leaf cover
1 Oblique Imagery Bundle Includes digital copy of the Licensed Documentation $0.00 $0.00
w/Two(2)Yrs of EFS Maint for the License Software,two(2)End User Training
Support Sessions,one(1)Advanced User Technical
Training,one(1)Administration/IT Training
Session,ten(10)hours of telephone support,one
copy of Pictometry Electronic Field Study(EFS)
software,latest version,on the storage media
specified herein,and access to download updated
versions of the EFS Licensed Software for a period
of two years from the initial date of shipment of the
EFS software,along with a copy of the updated
documentation.
Page 4 of 21 City of Elgin,IL—L.C-10000582 2023-01-27 9.5LD
2 CONNECT ImageService Connect Image Service-CA(Custom Access) $2,000.00 25% $3,000.00
CA provides access via a secure web mapping service to
existing orthomosaics available within Customer's
Connect account.This service allows use by
Customer each calendar month of a total number of
image request transactions equal to the product
resulting from multiplying(a)the number of
concurrent users authorized to use the Connect
Image Service pursuant to this Agreement,by(b)
1500(such product being the"Monthly Image
Request Limit").To the extent use of the Connect
Image Service pursuant to this Agreement results in
a total number of image request transactions in
excess of the Monthly Image Request Limit,
Pictometry may review the usage with Customer,
increase the price for Customer's Connect Image
Service with Customer's consent or,in Pictometry's
discretion,suspend further access by Customer to
the Connect Image Service.This offering is provide
solely for internal use within Customer's
organization.Customer must maintain an active paid
Pictometry Connect account in order to utilize the
Connect Image Service.
1 RapidAccess-Disaster RapidAccess-Disaster Response Program is an $0.00 $0.00
Response Program emergency response program offering flights after
an emergency or disaster.Refer to the attached
detailed description of the Disaster Response
Program.Term commences on date of initial
shipment of imagery for a project.The quantity
represents the number of years in the DRP term.
1 Pictometry Connect- Pictometry Connect-EarlyAccess provides $ 10.000.00 1000/0
EarlyAccess authorized users the ability to login and access the
imagery,as specified elsewhere in this agreement,
immediately following its preliminary processing
and quality control checks and prior to its final
processing.Early Access imagery will become
available in CONNECT Explorer incrementally as it
is processed and it will remain available until final,
fully processed imagery is made available through
other means.This offering requires an active
Pictometry CONNECT account and the current
purchase of access to an imagery product.
Product Parameters:
Server Integration:
Third-Party Integrator:
Domain URL:
84 Reveal Certified Ortho Certified Ortho upgrades an Essentials orthomosaic $50.00 100/0 $3,780.00
Property to an authoritative orthomosaic produced in
accordance with state and local requirements
Product Parameters:
Elevation Data Source:Customer Provided-On file
Leaf.Leaf Off:Less than 30%leaf cover
84 Reveal TrueTouch Property TrueTouch is the application of visual improvements $50.00 10% $3,780.00
to customers'orthomosaic imagery
Product Parameters:
Elevation Data Source:Customer Provided-On file
Leaf:Leaf Off.Less than 30%leaf cover
Page 5 of 21 City of Elgin,IL—LC-10000582 2023-01-27 9.5 L D
2 Pictometry Connect-CA- Pictometry Connect-CA-50(Custom Access) $2,200.00 25% $3,300.00
50 provides up to 50 concurrent authorized users the
ability to login and access the Pictometry-hosted
custom imagery libraries specified elsewhere in this
Agreement via a web-based,server-based or desktop
integration.The default deployment is through web-
based Pictometry Connect.Term commences on
date of activation.The quantity represents the
number of years in the Connect term.
Product Parameters:
Admin User:
Admin User Email:
2 CONNECT ImageService Connect Image Service-CA(Custom Access) $2,000.00 25% $3,000.00
CA provides access via a secure web mapping service to
existing orthomosaics available within Customer's
Connect account.This service allows use by
Customer each calendar month of a total number of
image request transactions equal to the product
resulting from multiplying(a)the number of
concurrent users authorized to use the Connect
Image Service pursuant to this Agreement,by(b)
1500(such product being the"Monthly Image
Request Limit").To the extent use of the Connect
Image Service pursuant to this Agreement results in
a total number of image request transactions in
excess of the Monthly Image Request Limit,
Pictometry may review the usage with Customer,
increase the price for Customers Connect Image
Service with Customer's consent or,in Pictometry's
discretion,suspend further access by Customer to
the Connect Image Service.This offering is provide
solely for internal use within Customer's
organization.Customer must maintain an active paid
Pictometry Connect account in order to utilize the
Connect Image Service.
I Oblique Imagery Bundle Includes digital copy of the Licensed Documentation $0.00 $0.00
w/Two(2)Yrs of EFS Maint for the License Software,two(2)End User Training
Support Sessions,one(1)Advanced User Technical
Training,one(1)Administration/IT Training
Session,ten(10)hours of telephone support,one
copy of Pictometry Electronic Field Study(EFS)
software,latest version,on the storage media
specified herein,and access to download updated
versions of the EFS Licensed Software for a period
of two years from the initial date of shipment of the
EFS software,along with a copy of the updated
documentation.
I RapidAccess-Disaster RapidAccess-Disaster Response Program is an $0.00 $0.00
Response Program emergency response program offering flights after
an emergency or disaster.Refer to the attached
detailed description of the Disaster Response
Program.Term commences on date of initial
shipment of imagery for a project.The quantity
represents the number of years in the DRP term.
Page 6 of 21 City of Elgin,IL—LC-10000582 2023-01-27 4.5 LD
84 Reveal Essentials+Property Provides high resolution ortho and oblique imagery $400.00 100/0 $30,240.00
at a Property level.Deliverables include measurable
oblique and ortho imagery at a property resolutions.
Color balanced orthomosaic imagery is generated by
a fully automated photogrammetric process and
delivered digitally in various formats with the
associated metadata.
Product Parameters:
Elevation Data Source:Customer Provided-On file
Leaf.Leaf Off Less than 30%leaf cover
84 Reveal Certified Ortho Certified Ortho upgrades an Essentials orthomosaic $50.00 10% $3,780.00
Property to an authoritative orthomosaic produced in
accordance with state and local requirements
Product Parameters:
Elevation Data Source:Customer Provided-On file
Leaf:Leaf Off:Less than 30%leaf cover
84 Reveal TrueTouch Property TrueTouch is the application of visual improvements $50.00 100/0 $3,780.00
to customers'orthomosaic imagery
Product Parameters:
Elevation Data Source:Customer Provided-On file
Leaf:Leaf Off:Less than 30%leaf cover
1 Pictometry Connect- Pictometry Connect-EarlyAccess provides $10,000.00 1000/0 $0.00
EarlyAccess authorized users the ability to login and access the
imagery,as specified elsewhere in this agreement,
immediately following its preliminary processing
and quality control checks and prior to its final
processing.Early Access imagery will become
available in CONNECT Explorer incrementally as it
is processed and it will remain available until final,
fully processed imagery is made available through
other means.This offering requires an active
Pictometry CONNECT account and the current
purchase of access to an imagery product.
Product Parameters:
Server Integration:
Third-Party Integrator:
Domain URL:
SUBTOTAL $132 300.00
Thank you for choosing EagleView as your service provider. TOTAL $ 132,300.00
'Amount per product=((I-Discount%)*Qty*List Price)
Geofences:
IL Cook
IL Kane(Primary)
Geofences Products Affected:
Pictometry Connect-CA-50
CONNECT ImageService CA
Pictometry Connect-EarlyAccess
Page 7 of 21 City of Elgin,IL—LC-10000582 2023-01-27 9.5 LD
FEES;PAYMENT TERMS
Customer hereby agrees to pay the Fees specified in this Section A of the Agreement in accordance with the following payment terms.
All amounts due to EagleView pursuant to the Agreement(the"Fees")are expressed in United States dollars and include any
applicable duties,taxes(including,without limitation,any sales,use,ad valorem or withholding,value added or other taxes)or
handling fees,all of which are included to the amounts shown above.Customer is a tax-exempt governmental body.
First Project
Year 1-2
Due at Delivery/Activation $44,100.00
Second Project
Year 3-4
Due at Anniversary of Delivery/Activation $44,100.00
Third Project
Year 5-6
Due at Anniversary of Delivery/Activation $44,100.00
Total $132,300.00
Page 8 of 21 City of Elgin,EL—LC-10000582 2023-01-27 9.5LD
SECTION B LICENSE TERMS
I. GENERAL TERMS
These General Terms(the"General Terms")set forth the terms and conditions that govern Customer's access to and use of all Content
and Services(each as hereinafter defined)provided by EagleView(unless otherwise expressly provided to the contrary herein). As
used in these General Terms,the terns"you" and "your" in uppercase or lowercase shall mean the Customer that entered into the
Agreement into which these General Terms are incorporated.
1. DEFINITIONS
a. "Authorized Subdivision"means,if you are a county or a non-state consortium of counties,any political unit or subdivision
located totally or substantially within your boundaries that you authorize to have access to any Content pursuant to the
Agreement.
b. "Authorized System"means a workstation or server that meets each of the following criteria(i)it is owned or leased by you
or an Authorized Subdivision,(ii)it is located within and only accessible from facilities that are owned or leased by you or an
Authorized Subdivision,and(iii)it is under the control of and may only be used by you or Authorized Subdivisions.
c. "Authorized Users"means Delivered Content Authorized Users and Eligible Users.
d. "Content"means,collectively,the Delivered Content,the Licensed Content and the WVO Licensed Content.
e. "Covered Party'means(a)EagleView,and its affiliates,and any officer,director,employee,subcontractor,agent,successor,
or assign of EagleView or any of its affiliates;and(b)each third party supplier of any Content or Services,third party alliance
entity,their affiliates,and any officer,director,employee,subcontractor,agent,successor,or assign of any third party supplier
of any Content or Services,or of any third party alliance entity and their affiliates.
f. "Delivered Content"means the images,metadata,data layers,models,reports and other geographic or structural visualizations
or embodiments included in,provided with,or derived from the information delivered to you by or on behalf of EagleView
pursuant to the Agreement(whether via hardware or online(but excluding via the Online Services)),in connection with the
EagleView products specified in Section A•Product Description,Prices and Payment Terms.
g. "Delivered Content Authorized User"means any employee of you or Authorized Subdivisions that is authorized by you to
have access to the Delivered Content through an Authorized System.
h. "Documentation"means any written materials that accompany the EagleView Software.
i. "Eligible Users'means you,your employees,and temporary or contract employees dedicated to performing work exclusively
for you.
j. "Licensed Content"means images available via the Online Services,and all associated metadata and data layers included in,
provided with,or derived from those images.
k. "Online Services"means the Pietometry Connect online services made available to you by or on behalf of EagleView pursuant
to the Agreement,as specified in Section A•Product Description Prices and Payment Terms.
1. "EagleView Credential"means the unique login/password assigned to each Eligible User for purposes of accessing any of the
Services.
in. `EagleView Software" means the software that EagleView makes available to you to install (whether via download or
otherwise)and view the Delivered Content.
n. "Project"means a project as specified in Section A:Product Description Prices and Payment Terns.
o. "Project Participant"means any employee or contractor of persons or entities performing services for compensation for you
or an Authorized Subdivision that has been identified by written notice to EagleView prior to being granted access to Delivered
Content and,unless EagleView expressly waives such requirement for any individual,has entered into a written agreement
with EagleView authorizing such access.
p. "Services"means,collectively,any services set forth in Section A•Product Description,Prices and Payment Terms,the Online
Services, the WVO Services and the EagleView Software (and accompanying Documentation) and any other services
provided by EagleView and agreed upon between the parties from time to time.
q. "WVO Licensed Content" means the images available in the WVO Services, and all associated metadata and data layers
included in,provided with,or derived from those images.
r. "WVO Services" means the EagleView web visualization offerings made available to you by or on behalf of EagleView
pursuant to the Agreement,as specified in Section A•Product Description Prices and Payment Terms.
Page 9 of 21 City of Elgin,IL—LC-10000582 2023-01-27 9.5LD
2. RIGHTS;RESTRICTIONS ON USE;OWNERSHIP
a. Usage Rights. Your rights with respect to your(and to the extent applicable your Authorized Users')access to and use of the
applicable Content and Services is set forth in Section B.II:License Terms(Product Specific Terms).
b. Restrictions. You agree to the following restrictions in connection with your access to and use of the Content and Services:
i. You may not copy,distribute or make derivative works based upon the Content or Services in any medium,except to the
extent expressly permitted in the Agreement. Without limiting the foregoing,except to the extent expressly permitted in
the Agreement,you may not copy or retain copies of the Content,or any portions thereof,on any computer or storage
device or media including for the purpose of creating or maintaining one or more databases of that Content for use in
substitution for subsequent access to the Content,nor will you authorize or permit any user of the Services to do so.
ii. You may not distribute or otherwise make available any Content to Google or its affiliates,either directly or indirectly.
iii. Except to the extent expressly permitted in the Agreement,you may not exploit the goodwill of EagleView,including its
trademarks,service marks,or logos,without the express written consent of EagleView.
iv. You may not remove,omit, alter or obscure copyright or other notices or legends (including confidentiality markings)
contained on or included in the Content or Services and you will reproduce all such information on all copies made
hereunder.You will keep the Content and EagleView Software free of all claims,liens and encumbrances.
v. You may not offer any part of the Content or Services for commercial resale or commercial redistribution in any medium.
vi. You may not,and will not enable others to decompile,reverse engineer,disassemble,attempt to derive the source code
of,decrypt,modify,create derivative works of,or tamper with or disable any security or monitoring features within the
Services. Any attempt to do so is a violation of the rights of EagleView and its licensors.
vii. To the extent any of the Content or Services are provided to you online,you may not access such Content or Services(or
both) via mechanical, programmatic, robotic, scripted or any other automated means. Unless otherwise agreed by
EagleView in writing, use of such Content and Services is permitted only via manually conducted, discrete, human-
initiated individual search and retrieval activities.
viii. Except to the extent expressly permitted in the Agreement,you may not make the Content or Services available to any
other party.
ix. To the extent EagleView Credentials are assigned to you or any of your Eligible Users in connection with the Agreement,
such EagleView Credentials shall only be used by the person or entity to whom they were originally assigned and may
not be shared with, or used by, any other person, including other Eligible Users. You will use reasonable commercial
efforts to prevent unauthorized use of the EagleView Credentials assigned to you or any of your Eligible Users and will
promptly deactivate any EagleView Credentials you suspect are lost,stolen,compromised,or misused.
c. Reservation. All right,title, and interest(including all patents, copyrights,trademarks,trade secrets, and other intellectual
property rights)in the Content and the Services,and any written materials that accompany the Services,in any media or form,
are and will remain in EagleView or its third party suppliers(as applicable).Neither you nor any users of the Content or the
Services acquire any proprietary interest in the Content,the Services, or any copies thereof, except the limited use rights
expressly granted under the Agreement. EagleView reserves all rights not expressly granted to you in the Agreement. You
will not assert any right,title or interest in any of the Content or Services provided to you under the Agreement,except for
the express license granted to you under the Agreement.
d. Updates. Except to the extent expressly provided to the contrary in the Agreement,the Content,the Services,and the features
and functionality within the Services may be enhanced,added to, withdrawn,or otherwise changed by EagleView without
notice.
3. CONFIDENTIALITY. The Content, EagleView Software and Documentation consist of commercially valuable, proprietary
products owned by EagleView,the design and development of which reflect an investment of considerable time,effort,and money.
The parties agree that the Content, EagleView Software, Documentation, and the terms and conditions of the Agreement
("Confidential Information")are(and are treated by EagleView as)confidential and contain valuable trade secrets and confidential
commercial information(including financial information)of EagleView. You agree that you will not disclose,provide a copy of,
or disseminate the Confidential Information(other than as expressly permitted in Section B.II:License Terms(Product Specific
Terms)of the Agreement)or any part thereof to any person in any manner or for any purpose inconsistent with the licenses granted
to you pursuant to the Agreement.You agree to use your best efforts to assure that your personnel,and any others afforded access
to the Confidential Information, protect the Confidential Information against unauthorized use, disclosure, copying, and
dissemination,and that access to the Confidential Information and each part thereof will be strictly limited. You agree that you
will use the Confidential Information solely as expressly permitted in Section B.II:License Terms(Product Specific Terms)of the
Agreement and for no other purpose.To the extent you are required to disclose the Confidential Information(or any part thereof)
Page 10 of 21 City of Elgin,IL—LC-10000582 2023-01-27 9.5LD
pursuant to applicable law, you will only disclose such information to the extent required to comply with applicable law.
Notwithstanding anything to the contrary provided for herein,Customer's good faith compliance with the provisions of the Illinois
Freedom of Information Act(5 ILCS 140/1,et seq.)shall not be construed as and shall not constitute a breach of this Agreement.
4. TERM;SUSPENSION;TERMINATION;EFFECT OF TERMINATION
a. Term. The Agreement will terminate upon delivery of the various Projects (including any Services)set forth in Section A
(Product Description Prices and Payment Terms).
b. Suspension. In the event of a breach of the Agreement by you, any Authorized User or someone using your EagleView
Credential,or end-users who are permitted to use the WVO Services and WVO Licensed Content pursuant to the Agreement,
EagleView may temporarily suspend or discontinue providing access to the applicable Services or Content(or both)to you
and/or any or all Authorized Users or end-users(or both)without notice and EagleView may pursue any other legal remedies
available to it.
c. Termination.EagleView may terminate the Agreement immediately in the event you:(a)do not pay in full the Fees or do not
pay the Fees in accordance with the terms of the Agreement,or(b)fail to comply with any other term of the Agreement.
d. Effect of Termination. Upon termination of the Agreement,except to the extent expressly set forth in the Agreement,you
shall immediately cease all use of the applicable Content and Services,promptly purge all copies of the applicable Content,
EagleView Software and Documentation from all workstations and servers on which any of it may be stored or available at
the time,and return any hard drive/media containing the applicable Content,EagleView Software or Documentation(or any
combination thereof)to EagleView.The provisions of the Agreement that by their nature would survive its termination will
survive indefinitely.
5. LIMITED WARRANTY;DISCLAIMER OF WARRANTIES;WAIVER
a. Limited Warranties. EagleView represents and warrants to Customer:
i. That the Delivered Content will contain true and usable copies of the designated imagery as of the date of capture;and
ii. That it has the right and authority to make the applicable Services and the applicable Content available to you,and to the
extent applicable,your Authorized Users,as authorized expressly by the Agreement.
As your sole and exclusive remedy for any breach of Section 5(a)(i)with respect to the Delivered Content,EagleView shall
use reasonable efforts to correct any deficiency that precludes use of the Delivered Content in the manner intended.
b. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN SECTION RA)OF THE AGREEMENT,TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW,THE SERVICES AND CONTENT ARE PROVIDED ON AN"AS IS",
"AS AVAILABLE"BASIS AND"WITH ALL FAULTS"AND EAGLEVIEW,AND EACH THIRD PARTY SUPPLIER
OF THE CONTENT OR SERVICES, EXPRESSLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND
(WHETHER EXPRESS, IMPLIED OR STATUTORY),INCLUDING THE WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT,FITNESS FOR A PARTICULAR PURPOSE,ACCURACY,THAT THE SERVICES WILL BE
UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE CONTENT OR SERVICES WILL BE
CORRECTED. Without limiting the foregoing,the Services and the Content are not to be relied upon to precisely locate or
determine property boundaries and should not be used in lieu of a professional survey where the accuracy of measurements,
distance,height,angle,area and volume,may have significant consequences. The Services and the Content are provided for
visualization purposes only, are not authoritative or definitive, and do not constitute professional engineering or surveying
services. All measurements and reports generated by the Services or from the Content are based upon second order
visualization and measurement data that do not provide authoritative or definitive measurement results suitable for
professional engineering or surveying purposes.Contour information obtained from the Services or contained in the Content
is generated from undersampled elevation data,is provided for informational purposes only,and is not suitable for use as the
basis for hydrographic computations,estimations or analyses.While the Services and the Content may be considered useful
supplements for life critical applications, they are not designed or maintained to support such applications and EagleView,
and its third party suppliers of the Content or Services,hereby disclaim all liability for damages,claims and expenses arising
from such use.Your reliance on the Services and the Content should only be undertaken after an independent review of their
accuracy,completeness,efficacy,timeliness and adequacy for your intended purpose.EagleView and each third party supplier
of any portion of the Content or Services assume no responsibility for any consequences resulting from the use of the Services
or the Content.EagleView,and each third party supplier of any portion of Content or Services,hereby disclaim all liability
for damages,claims and expenses arising from or in any way related to the accuracy or availability of the Services and the
Content.
c. Waiver of Rights. By accepting these General Terms or by using any of the Services or the Content,you waive any and all
rights you may have against a Covered Party,each third party supplier of any portion of the Content or Services,and each of
their directors,officers,members and employees,arising out of use of or reliance upon the Services or the Content.
6. LIMITATION OF LIABILITY
Page 11 of 21 City of Elgin,IL—LC-10000582 2023-01-27 9.5LD
a. Limitation of Liability.No Covered Party shall be liable for any loss,injury,claim,liability,or damage of any kind resulting
in any way from, as applicable, (a) any errors in or omissions from the Services or the Content, (b) the unavailability or
interruption of the Services or any features thereof or of the Content,(c)your or any other party's use of the Services or the
Content,(d)the loss or corruption of any data or equipment in connection with the Services or the Content,(e)the content,
accuracy,or completeness of the Content,all regardless of any assistance received in the use of the Services from a Covered
Party,(f)any delay or failure in performance beyond the reasonable control of a Covered Party,or(g)any content retrieved
from the Internet even if retrieved or linked to from within the Services.
b. Consequential Loss Exclusion.To the fullest extent permissible by applicable law,neither Customer nor the Covered Parties
will be liable under any cause of action of any kind arising out of or related to the Agreement(including under theories
involving tort,contact,negligence,strict liability or breach of warranty)for any special,indirect,incidental,or consequential
damages of any kind whatsoever(including,without limitation,lost profits and attorneys'fees)even if a party has been advised
of the possibility of such damages. The foregoing limitation of liability shall not apply to Customer (and Customer's
Authorized Users'or end-users(or both))infringement of any intellectual property rights or misappropriation of proprietary
data(including Content)or confidential information belonging to EagleView or any of its third party suppliers.
c. Liability Cap.To the fullest extent permissible by applicable law,under no circumstances will the aggregate liability of either
party hereto in connection with any claim arising out of or relating to the Services or the Content or the Agreement exceed
the lesser of(i)Customer's actual direct damages,or(ii)the amount Customer paid for the impacted Services or Content in
the twelve(12)month period immediately preceding the date the claim arose.
d. Defend and Hold Harmless. If there is a breach of the warranties in Section 5(a)above,then EagleView, at its option and
expense,shall either defend or settle any action and indemnify and hold Customer harmless against proceedings or damages
of any kind or description based on a third parry's claim of patent, trademark, service mark, copyright or trade secret
infringement related to Customer's use or,to the extent applicable,Customer's Authorized Users'use,of the Services or the
Content,excluding any Services or Content supplied by a third party,asserted against Customer by any third party provided:
(i)all use of the applicable Services and the applicable Content was in accordance with the Agreement;(ii)the claim,cause
of action or infringement was not caused by Customer modifying or combining the applicable Services or the applicable
Content with or into other products,applications,images or data not approved by EagleView in writing;(iii)Customer gives
EagleView notice of such claim;and(iv)Customer gives EagleView the right to control and direct the investigation,defense
and settlement of such claim.Customer,at EagleView's expense,shall reasonably cooperate with EagleView in connection
with the foregoing.
e. Right to Mitigate. In addition to Section 6(d),if any of the Services,the operation thereof or any of the Content become,or
in the opinion of EagleView are likely to become,the subject of a claim of infringement,EagleView may,at its option and
expense, either: (i)procure for Customer the right to continue using the applicable Services or the applicable Content,(ii)
replace or modify the applicable Services or the applicable Content so that they become non-infringing;or(iii)terminate the
Agreement (including the applicable licenses granted to Customer) on notice to Customer and grant Customer a pro-rata
refund or credit(whichever is applicable)for any pre-paid Fees.
f. Sole/Exclusive Remedy. Either parry's right to monetary damages in the amount of the liability cap,as specified in Section
6 c above, shall be in lieu of all other remedies which either parry's may have against any other party. The provisions of
Sections 6(d) and(e)of the Agreement shall constitute the sole and exclusive remedy for the respective matters specified
therein.
g. Notification of Claims. Customer shall (a)notify EagleView in writing of any claims or proceedings involving any of the
Content and/or the Services within ten (10) days after you learn of the claim or proceeding, and (b) report promptly to
EagleView all claimed or suspected defects in the Content and/or the Services.
7. MISCELLANEOUS
a. Restricted Rights. The Content and Services acquired with United States Government funds or intended for use within or for
any United States federal agency are provided with "Restricted Rights" as defined in DFARS 252.227-7013, Rights in
Technical Data and Computer Software and FAR 52.227-14,Rights in Data-General,including Alternate 111,as applicable.
b. Trade Restrictions. The parties acknowledge that certain information, software technology, accompanying documentation
and technical information may be subject to United States export control laws.You will not directly or indirectly export or re-
export the Content or Services in violation of the Export Administration Regulations of the U.S.Department of Commerce.
c. Patriot Act.You are aware and understand that any user data collected or stored by the Online Services or the WVO Services
may be accessed by US law enforcement agencies under the US PATRIOT Act. You hereby release, and agree to hold
EagleView harmless from,all claims against EagleView with respect to such access.
d. Non-Compete.You may not use the Services or the Content(or both)to compete with any businesses of EagleView.
e. FCR.You may not use information included in the Services or the Content to determine an individual consumer's eligibility
for(a)credit or insurance for personal,family,or household purposes;(b)employment;or(c)a government license or benefit.
Page 12 of 21 City of Elgin,IL—LC-10000582 2023-01-27 9.5LD
The term"consumer"is defined in the United States Fair Credit Reporting Act at 15 USC§1681.
f. Amendments/Modifications.Any modifications,amendments or supplements to the Agreement must be made in writing and
be signed by duly authorized officers of each party. Furthermore, the Agreement may not be modified, amended or
supplemented by email exchange,even if the email contains a printed name or signature line bearing signature-like font. The
foregoing does not prohibit the execution of electronic contracts bearing electronic signatures of authorized representatives of
both parties,provided such signatures include digital certifications or are otherwise authenticated.
g. Notices. All notices and other communications hereunder shall be in writing or,solely with respect to the Online Services,
displayed electronically in the Online Services by EagleView. Notices shall be deemed to have been properly given on the
date deposited in the mail, if mailed; on the date first made available, if displayed in the Online Services; or on the date
received,if delivered in any other manner. Legal notices to EagleView should be sent to EagleView,Attn:General Counsel,
25 Methodist Hill Drive, Rochester, New York 14623. Legal notices to Customer shall be sent to City of Elgin, Attn:
Corporation Counsel, 150 Dexter Court,Elgin,Illinois 60120.
h. No Waiver.No waiver of a breach of any term of the Agreement will be effective unless in writing and duly executed by the
waiving party. No such waiver will constitute a waiver of any subsequent breach of the same or any other term of the
Agreement.No failure on the part of a party to exercise,and no delay in exercising any of its rights hereunder will operate as
a waiver thereof,nor will any single or partial exercise by a party of any right preclude any other or future exercise thereof or
the exercise of any other right.
i. Assignment.Neither you nor any Authorized User may assign or otherwise transfer your rights or delegate your duties under
the Agreement without the prior written consent of EagleView. Any attempt by you or any Authorized User to assign,transfer
or delegate your rights or obligations under the Agreement without EagleView's consent shall be void,and shall also void the
limited license granted to you by the Agreement. The Agreement and any amendment thereto shall be binding on,and will
inure to the benefit of the parties and their respective successors and permitted assigns.
j. Governing Law.This agreement is subject to and govemed by the laws of the State of Illinois.Venue for the resolution of any
disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane
County,Illinois. Eagle View hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County,Illinois for
the enforcement of any rights,the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this
agreement or the subject matter hereof; and Eagle View agrees that service by first class U.S. mail to Eagle View, Attn:
General Counsel,25 Methodist Hill Drive,Rochester,New York 14623 shall constitute effective service. Both parties hereto
waive any rights to a jury.
k. Force Majeure.Except with respect to Customer's payment obligations for Content or Services(or both)provided,each party
will be excused from performance under the Agreement,will not be deemed to be in breach hereof,and will have no liability
to the other party whatsoever if either party is prevented from performing any of its obligations hereunder,in whole or in part,
as a result of a Force Majeure Event. A "Force Majeure Event" means an event or occurrence beyond the control of the
nonperforming party,such as an act of God or of the public enemy,embargo or other act of government in either its sovereign
or contractual capacity,government regulation,travel ban or request,court order,civil disturbance,terrorism,war,quarantine
restriction,epidemic,virus,fire,weather,flood,accident,strike,slowdown,delay in transportation,electrical power outage,
interruption or degradation in electronic communications systems, inability to obtain necessary labor, materials or
manufacturing facilities,and other similar events. In the event of any delay resulting from a Force Majeure Event,any date
of delivery hereunder will be extended for a period equal to the time lost because of the delay.
1. Severability. The Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of the
Agreement is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed and
reformed to the extent reasonably required to render it valid,enforceable and consistent with its original intent and(b)such
invalidity or unenforceability will not affect any other provision of the Agreement.
in. Third Party Beneficiary.Where applicable,each affiliate ofEagleView and each third party supplier of the Content or Services
has the right to assert and enforce the provisions of the Agreement directly on its own behalf as a third party beneficiary.
n. Entire Agreement.The Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces
and supersedes any prior written or verbal communications, representations,proposals or quotations relating to that subject
matter.
o. Construction. The headings in the Agreement are for convenience only. They do not constitute a portion of the Agreement
and will not be used in any construction of it. The terms"include"and"including"are not limiting.
II. PRODUCT SPECIFIC TERMS
Page 13 of 21 City of Elgin,IL—LC-10OW582 2023-01-27 9.5LD
A. DELIVERED CONTENT. These terms apply to Delivered Content only. If you receive,access or use Delivered Content under the
Agreement,the following terms apply to you.
1. Grant of Rights.Subject to the terms and conditions of the Agreement,you are granted nonexclusive,nontransferable,limited
rights to:
a. install the Delivered Content on Authorized Systems;
b. permit access and use of the Delivered Content through Authorized Systems by:
i. Delivered Content Authorized Users for performance of public responsibilities of you or Authorized
Subdivisions that are to be performed entirely within facilities of you or Authorized Subdivisions;
ii. Project Participants under the supervision of Delivered Content Authorized Users for performance of tasks
or preparation of materials using only hard copies(or jpg copies)of Delivered Content solely for fulfilling
public responsibilities of you or Authorized Subdivisions to be performed entirely within facilities of you or
Authorized Subdivisions;and
iii. individual members of the public(each a"Permitted Public Member"),but only through Delivered Content
Authorized Users and solely for the purpose of making hard copies or jpg copies of images of individual
properties or structures(but not bulk orders of multiple properties or structures)to the individual members
of the public requesting them.
2. Delivered Content Authorized User, Authorized Subdivision and Permitted Public Compliance. You shall at all times be
responsible for compliance by each Delivered Content Authorized User,Authorized Subdivision and Permitted Public Member
with the terms and conditions of the Agreement including these Delivered Content terms and conditions.
3. Project Participants. Each notice to EagleView identifying a potential Project Participant shall include a detailed description
of the scope and nature of the Project Participants'planned work and the intended use of the Delivered Content in such work.
EagleView retains the right to restrict or revoke access to Delivered Content by any Project Participant who does not comply
with the terms of the Agreement including these Delivered Content terms and conditions.
4. Geographic Data. If available,you agree to provide to EagleView geographic data in industry standard format(e.g., shape,
DBF) including digital elevation models, street centerline maps, tax parcel maps and centroids, which data, to the extent
practicable, shall be incorporated into the Delivered Content. You agree that any of this data that is owned by you may be
distributed and modified by EagleView as part of its products and services,provided that at no time shall EagleView claim
ownership of that data.
5. STANDARD ORTHO MOSAIC PRODUCTS.
EagleView standard ortho mosaic products are produced through automated mosaicking processes that incorporate digital
elevation data with individual EagleView ortho frames to create large-area mosaics on an extremely cost-effective basis.
Because these products are produced through automated processes, rather than more expensive manual review and hand-
touched corrective processes, there may be inherent artifacts in some of the resulting mosaics. While EagleView works to
minimize such artifacts, without limitation to anything set forth in the Agreement, the EagleView standard ortho mosaic
products are provided on an'AS IS'basis with respect to visible cutlines along mosaic seams resulting from the following types
of artifacts:
i. Disconnects in non-elevated surfaces generally caused by inaccurate elevation data;
ii. Disconnects in elevated surfaces (e.g., roadways, bridges, etc.) generally caused by elevated surfaces not being
represented in the elevation data;
iii. Building intersect and clipping generally caused by buildings not being represented in the elevation data;
iv. Seasonal variations caused by images taken at different times during a season,or during different seasons;
V. Ground illumination variations caused by images taken under different illumination (e.g., sunny, high overcast,
morning light,afternoon light,etc.)within one flight day or during different flight days;
vi. Single GSD color variations caused by illumination differences or multiple-aircraft/camera captures;
vii. Mixed GSD color variations caused by adjacent areas being flown at different ground sample distances(GSDs);and
viii. Water body color variations caused by multiple individual frames being used to create a mosaic across a body of water
(e.g.,lakes,ponds,rivers,etc.).
Other EagleView products may be available that are less prone to such artifacts than the EagleView standard ortho mosaic
products.
6. RapidAccess—Disaster Response Program("DRP")
A. Disaster Coverage Imagery —If Section A: Product Description. Prices and Payment Terms provides EagleView will
provide DRP,then EagleView will,upon request of Customer,provide standard quality imagery of up to 200 square miles
Page 14 of 21 City of Elgin,IL—LC-10000582 2023-01-27 9.5LD
of affected areas (as determined by EagleView) upon the occurrence of any of the following events during any period
Customer is eligible for DRP:
❑ Hurricane:areas affected by hurricanes of Category 2 and higher.
❑ Tornado:areas affected by tornados rated EF4 and higher.
❑ Terrorist:areas affected by damage from terrorist attack.
❑ Earthquake:areas affected by damage to critical infrastructure resulting from earthquakes measured at 6.0 or higher on the
Richter scale.
Tsunami: areas affected by damage to critical infrastructure resulting from tsunamis.
B. Discounted Rate—Coverage for areas affected by the events set forth above exceeding 200 square miles will be,subject
to EagleView resource availability,offered to Customer at the then current DRP rates. Also,coverage for areas affected
by hurricanes below Category II,tornadoes below EF4 or earthquakes rated below 6.0 on the Richter scale will be,subject
to EagleView resource availability,offered to Customer at the then current DRP rates.
C. Online Services—Use of Pictometry ConnectExplorerTM—EagleView's DRP includes the use of Connect Explorer for a
term of ninety(90)days from the date of delivery of the DRP imagery. Customer shall have access to the DRP imagery
for as long as they maintain an active Connect account.
7. Use of EagleView's Marks. You agree not to attach any additional trademarks,trade names, logos or designations, whether
registered or not("Marks")to any Delivered Content or to any copies of any Delivered Content without prior written approval
from EagleView. You may,however,include an appropriate government seal and your contact information so long as the seal
and contact information in no way obscure or deface the EagleView marks. You further agree that you will not use any
EagleView trademark,trade name, logo,or designation in connection with any product or service other than the applicable
Delivered Content. EagleView grants you a nonexclusive,non-sublicensable,non-transferable right to use EagleView's Marks
to display such Marks to the extent they appear on the Delivered Content and for no other purpose and your right is coterminous
with the license granted to you pursuant to the Agreement.You will only use EagleView's Marks as advised by EagleView
from time to time and any and all goodwill accruing from your use of such Marks will inure to the benefit of EagleView.
8. License Term. The license granted to you pursuant to these Delivered Content terms and conditions is perpetual, subject to
EagleView's right to terminate the license in the event you do not pay in full the Fees,unless the Agreement is terminated for
any reason other than a breach of the Agreement by EagleView,or as otherwise provided in the Agreement.
B. ONLINE SERVICES. These terms apply to the Online Services and Licensed Content only. If you access or use the Online Services
or Licensed Content under the Agreement,the following terms apply to you.
1. Grant of Rights.You are granted a nonexclusive,nontransferable,limited right to access and use the Online Services and the
Licensed Content obtained or derived from the Online Services solely for your internal business purposes and not for resale or
redistribution. The rights granted to you include, subject to the restrictions otherwise set forth in the Agreement,the right to
copy limited portions of the Licensed Content onto your computer to facilitate preparation of hardcopies and work product
records,and the right to make hardcopies of the Licensed Content,provided that the Licensed Content and the permitted copies
thereof may not be sold,leased,loaned,distributed,or copied for use by anyone other than you.
2. Access. Only Eligible Users are eligible to access and use the Online Services and the Licensed Content pursuant to the
Agreement. Each Eligible User shall be assigned a EagleView Credential for the purposes of accessing the Online Services.
You will promptly deactivate an Eligible User's EagleView Credential in the event the Eligible User no longer meets the
eligibility requirements or you otherwise wish to terminate the Eligible User's access to the Online Services. You are
responsible for all use of the Online Services accessed with EagleView Credentials issued to your Eligible Users, including
associated charges,whether by Eligible Users or others.
3. License Term. Unless otherwise set forth in Section A(Product Description,Prices and Payment Terms),the license granted
to you pursuant to these Online Services terms and conditions will continue for the duration of the term of the Agreement,
unless terminated earlier by EagleView in accordance with the terms of the Agreement.
C. WEB VISUALIZATION. These terms apply to the WVO Services and WVO Licensed Content only. If you access or use the WVO
Services or WVO Licensed Content under the Agreement,the following terms apply to you.
1. Grant of Rights.You are granted a nonexclusive,nontransferable,limited right to use and to provide public access to,and use
of, the WVO Services solely for purposes of providing access to WVO Licensed Content in response to human-initiated,
Page 15of21 City of Elgin,IL—LC-10000582 2023-01-27 9.5LD
discrete location-specific requests through a single website operated exclusively by or for you to serve you and your public
constituencies and not for resale or redistribution or commercial use of any nature.
2. End-User Access.You shall provide to all end-users of the WVO Services on the page through which they access such services
conspicuous notice of the following terms of access: (a)WVO Licensed Content available through the WVO is copyrighted
material,(b)end-users of the WVO Services are granted the right to access and view the WVO Licensed Content through the
WVO Services for personal use only and not for commercial purposes of any type, (c) end-users of the WVO Services are
prohibited from reproducing,reselling,transferring,redistributing or creating derivative works from WVO Licensed Content,
(d)all right,title,and interest(including all copyrights,trademarks and other intellectual property rights)in the WVO Services
and the WVO Licensed Content in all media belongs to the Covered Party,and(e)EagleView takes no responsibility for and
shall not be liable for the WVO Licensed Content of its third party suppliers.
3. License Term.Unless otherwise set forth in Section A(Product Description.Prices and Payment Terms) the license granted
to you pursuant to these WVO Services terms and conditions will continue for the duration of the term ofthe Agreement,unless
earlier terminated by EagleView in accordance with the terms of the Agreement.
D. SOFTWARE LICENSE. These terms apply to the EagleView Software and the Documentation only. If you download, receive
access to or use the EagleView Software or the Documentation(or both)under the Agreement,the following terms apply to you.
1. Grant of Rights.Subject to the terns and conditions of the Agreement,you are granted a limited,non-transferable,terminable,
non-sublicenseable,non-exclusive license to install and use the EagleView Software and the Documentation solely for internal
use. Use of the functionality provided by the EagleView Software other than for your internal use is prohibited,except with
the prior written approval of EagleView. You may make one copy of the EagleView Software in machine-readable form for
backup purposes only;provided that the backup copy must include all copyright and other proprietary notices contained in the
original.
2. License Term.The license granted to you pursuant to these Software License terms and conditions will terminate automatically
(i) upon termination or expiry of the Agreement for any reason,or(ii)without notice from Pictometry if you fail to comply
with any term of the Agreement.
[END OF LICENSE TERMS]
Page 16 of 21 City of Elgin,IL—LC-10000582 2023-01-27 9.5LD
SECTION C: NON-STANDARD TERMS AND CONDITIONS
1.Non-Appropriation of Funds:Notwithstanding anything herein to the contrary,in the event that the funds due for subsequent
projects and related deliverables under the terms and conditions of this Agreement are not lawfully appropriated,the following
provisions shall apply:
a.Customer shall provide Pictometry with written documentation of non-appropriation of funds from its funding source prior to
commencement of a subsequent project;
b.This Agreement shall remain in full force and effect,however commencement of the subsequent project shall be deemed postponed
until such time as funds for the subsequent project have been appropriated and all other sums due under the terms and conditions of
this Agreement have been paid by Customer. In the event that the postponement exceeds eighteen months,this Agreement shall be
terminated without penalty to Customer;and
c.If Customer,or any party authorized under the terms and conditions of this Agreement to use the licensed products set forth in
Section A,is in possession of licensed products for which Pictometry has not been fully compensated in accordance with the payment
terms of this Agreement,Customer or such authorized party shall immediately cease use of those licensed products,purge those
licensed products from all Customer and authorized party computers,and return those licensed products to Pictometry.
PARTIES
CUSTOMER EAGLEVIEW
CITY OF ELGIN IL PICTOMETRY INTERNATIONAL CORP.
a Delaware corporation
SIGNATURE: SIGNATURE:
�ob2�t LoG�2
GRobert Locke(Jan 27,202312:48 EST)
NAME: NAME:
Richard G. Kozal Robert Locke
TITLE: City Manager TITLE: President
EXECUTION DATE: EXECUTION DATE:
February 8, 2023 Jan 27, 2023
A TE
City Clerk
Page 17 of 21 City of Elgin,IL—LC-10000582 2023-01-27 9.5LD
APPENDIX 1 PHOTOGRAMMETRIC PRODUCT SPECIFICATIONS
Essentials+ Property deliverables
Product Essentials+Property
rtho Frame • Nominal 2in GSD ortho imagery, Imagery as good as 1.2in and no worse
Imagery than 3in
rthomosaic • Typical Positional Horizontal Accuracy: lm at a 95%confidence level
Specifications • Fully automated photogrammetric orthomosaic. Imagery may contain
seamlines
• Project-wide color and contrast balancing
Oblique Imagery Nominal 2.6in GSD oblique imagery ranging from 1.7in to 3.5in GSD:
• Where available fully automated photogrammetric mosaiced
imagery. Imagery may contain seamlines
Metadata and Metadata:
Reporting • Metadata generated that meets FGDC Standards upon request
• Shapefile(s)with discrete deliverable boundaries and directional
metadata
rthomosaic Resolution:
Deliverable Format • Nominal 2in GSD,no worse than 3in (Best Available Provided)
(Online) Access Methods:
• Available via web-based viewer(Connect)-Contracted separately
• Also available via WMS/WMTS(Image Service)-Contracted separately
rthomosaic Resolution:
Deliverable Format • Nominal 2in GSD, no worse than 3in(Best Available Provided)
(Physical) Projection/Coordinate System:
• Customer Selectable
Datum:
• Customer Selectable
File Format:
• Mosaic Tiles
o Available as 1PEG, GeoTIFF,IPEG2000, PNG, ECW, MrSID(All
versions)with world file
o Includes separate Pictometry Map Image(PMI)trailer file
• Project-Wide Mosaic
o Available in ECW, MrSID(All versions)format
Oblique Imagery& Access methods:
Frame Imagery 0 Available via web-based viewer(Connect)-Contracted separately
Deliverable Format
Delivery Timeline • Best efforts to make frame imagery available online within 20 days of
capture complete
• Best efforts to make ortho and oblique imagery available online and/or
ready for physical delivery within 30 days of capture completion
Page 18 of21 City of Elgin,IL—LC-10000582 2023-01-27 9.5LD
Essentials Add-on - Certified Ortho
Products Related Essentials
o Essentials+
Advanced
Product Certified Ortho upgrades an Essentials orthomosaic to an authoritative orthomosaic
Description produced in accordance with state and local requirements
Product Eligibility . Reveal Certified Ortho can only be purchased in conjunction with a related
product type
• Reveal Certified Ortho is only applicable to Reveal orthomosaic imagery
rthomosaic Absolute Horizontal Accuracy:
Accuracy . Produced to meet ASPRS Horizontal Accuracy Standards of<_3 px RMSEx,y
• Optional 2 px RMSEx,y(where available)
ASPRS Accuracy https://www.asprs.org/a/society/committees/standards/Positional Accuracy Standards. df
Standards
Metadata and Re ortin
Reporting • FGDC Compliant metadata
• Project report in accordance with state and local requirements
Optional • Signed &Sealed Produced to Accuracy Statement
Reporting* . Signed &Sealed Tested to Accuracy Statement
o Requires Independent Accuracy Assessment to ASPRS Standards
Product
Delivery Timeline Best efforts to ensure orthomosaic and related reports will be made available online and/or
ready for physical delivery within 60—90 days of data collected,depending on size
* Available upon request. May require purchase of additional products
Page 19 of21 City of Elgin,IL—LC-10000582 2023-01-27 9.5LD
Essentials Add-on - TrueTouch
Products Related to Essentials
Essentials+
Advanced
Product Description TrueTouch is the application of visual improvements to customers'
rthomosaic imagery
Product Eligibility Can only be purchased with appropriate Reveal product
rueTouch is only applicable to customer RGB and CIR orthomosaic
imagery
Content Specifications Seam Artifacts
There will be no obvious seam edges between two
adjacent orthophotos
• Orthomosaic will have edits to eliminate feature
misalignment caused by seamlines which pass through
features above the elevation surface including roads. Feature
alignment across seamlines will be 3px or better.
o Exceptions may include residential buildings and
industrial complexes
Building and Bride Lean
• Correction of bridges
• Correction of major buildings obstructing roadways
o Exceptions may include residential buildings and
industrial complexes
Delivery Timeline • Imagery will be made available online and/or ready for
physical delivery within 120 days of completion of capture
Page 20 of 21 City of Elgin,IL—LC-10000582 2023-01-27 9.5LD
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Page 21 of 21 City of Elgin,IL—LC-10000582 2023-01-27 9.5LD
I L City of Elgin_Pictometry Agreement_1 -25-23
Final Audit Report 2023-01-27
Created: 2023-01-27
By: Moria Story(Moria.Story@eagleview.com)
Status: Signed
Transaction ID: CBJCHBCAABAA8pgg7xOcTIX9ZuZuRmlTta5o4wwTf8ZP
"IL City of Elgin_Pictometry Agreement_1 -25-23" History
i� Document created by Moria Story (Moria.Story@eagleview.com)
2023-01-27-3:21:26 PM GMT
-� Document emailed to bob.locke@eagleview.com for signature
2023-01-27-3:22:59 PM GMT
Email viewed by bob.locke@eagleview.com
2023-01-27-5:47:37 PM GMT
A6 Signer bob.locke@eagieview.com entered name at signing as Robert Locke
2023-01-27-5:48:15 PM GMT
6o Document e-signed by Robert Locke (bob.locke@eagleview.com)
Signature Date:2023-01-27-5:48:17 PM GMT-Time Source:server
Agreement completed.
2023-01-27-5:48:17 PM GMT
Q Adobe Acrobat Sign