HomeMy WebLinkAbout5B Oblique Aerial Imagery Licensing
MEETING DATE:
AGENDA #:
PREPARED BY:
AGENDA ITEM:
DISCUSSION:
4646 Dakota Street S.E.
Prior Lake, MN 55372-1714
CITY COUNCIL AGENDA REPORT
OCTOBER 6, 2008
5B
JENNIFER WITTKOPF, PUBLIC WORKS COORDINATOR
CONSIDER APPROVAL OF A RESOLUTION AUTHORIZING THE MAYOR
AND CITY MANAGER TO ENTER INTO A LICENSING AGREEMENT WITH
SCOTT COUNTY FOR COST SHARING AND USE OF OBLIQUE AERIAL
IMAGERY
Introduction
The purpose of this agenda report is to consider approval of a resolution
authorizing the Mayor and City Manager to enter into a Licensing Agreement
with Scott County for cost sharing and use of oblique aerial imagery.
History
On March 1998, the City Council approved a resolution for the first cooperative
agreement with Scott County to obtain aerial photography. Through that
agreement with the County, the City developed a GIS (Geographic Information
System) base mapping system. All City departments have utilized this base
mapping system for various applications since its inception. To be of any
value, the system must be kept up to date, which means periodic aerial
photography and base mapping. The City also participated in cooperative
agreements with Scott County for aerial photography in 2003 and in 2007.
Current Circumstances
The purpose of aerial imagery is to provide a background that can be used in
mapping and other applications by all City departments. The City's most
current aerial photography is 6" pixel color ortho-rectified overhead
photography from spring 2007, obtained in cooperation with Scott County.
The aerial photography addressed in this agenda report consists of orthogonal
images (overhead), each paired with four oblique angle images (one from
each cardinal direction). This particular oblique imagery product, from
Pictometry International Corporation, includes desktop software that allows for
integration with the City's current GIS data and provides tools to measure,
identify, annotate and create layouts for printing. With IT staff support, this
product can be installed on every computer at the City.
Updated GIS data is included in the 2009 Capital Improvement Program (CIP)
for $10,000. Scott County, on behalf of all the Cities in the County solicited
quotes for aerial photography, as well as technical and training assistance to
upgrade this component of GIS for local units of government and customers
accessing the websites. Scott County has entered into a contract with
Pictometry to obtain this color photography and coordinating software. This is
a county-wide project costing $55,429.20 and is proposed to be funded with
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www.cityofpriorlake.com
Phone 952.447.9800 / Fax 952.447.4245
the following partners:
Fundina Source / Proiect Partner
Scott County
Prior Lake, Savage, Shakopee ($6,158.80 each)
Belle Plaine, Jordan, New Prague ($3,079.40 each)
TOTAL PROJECT FUNDING I COST
Amount
$ 27,714.60
$ 18,476.40
$ 9,238.20
$ $55,429.20
Payment for the City's portion ($6,158.80) will be due in June 2009.
The photography flight was performed in spring 2008 prior to the trees budding
so that ground features are easily visible. The estimated delivery of the
photography is fall 2008, at which time the City will receive the photography
and software, thus making the entire product available to all City network
users. It is also to be made available for viewing by the general public via
Scott County's GIS website.
The City can receive photography covering the entire county geography, thus
extending well beyond the current City limits and proposed annexation area.
Training for network administrators and end-users is also included as part of
the County's contract with Pictometry and will extend to the City.
Scott County has entered into their contract with Pictometry, concurrent with
four other surrounding counties. Because of the large-scale project, all
counties participating are receiving a 10% discount. Additionally, any image
tiles that contain half each of two adjacent counties, are being charged to each
county at half price of the full tile, providing even more cost savings.
Because of the many participating agencies, there is a significant cost savings
for this aerial data acquisition project, over participating individually. This
partnering goes well beyond the City of Prior Lake and Scott County, covering
much of the metro area. Staff often refers to aerial photos and other GIS data
to help clarify the area in discussion. Therefore, City staff is recommending
participating in this aerial imagery project at this time.
ISSUES:
Updated aerial photography will enable City staff to efficiently produce
representations of areas of the City requiring investigation, discussion and
customer service. Some oblique imagery is available through the internet
currently and has been used at past Council and Planning Commission
meetings. However, this data is several years old and at a lower-quality
resolution than the product presented in this agenda report. In addition,
purchasing the new photography and associated software will allow staff to
combine the photography with other GIS data, including parcels, utilities, crime
locations and many other layers. This will provide decision-makers a better
perspective of project areas than previously available.
Approval of this Licensing Agreement complies with the CIP as adopted in
2008. This photography, together with the measuring and mapping tools on all
City computers will help facilitate discussions and decisions at all City levels.
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FINANCIAL
IMPACT:
The cost to acquire the aerial photos and software by entering into the
Licensing Agreement with Scott County is $6,158.80 to be funded by the Trunk
Reserve Fund, as outlined in the 2009 CIP. This acquisition is yet another
example of the County and cities working together to accomplish work in a
cooperative, cost-effective manner as partners.
ALTERNATIVES:
1. Approve a resolution authorizing the Mayor and City Manager to enter into
a Licensing Agreement with Scott County for cost sharing and use of aerial
photography at a total cost not to exceed $6,158.80 to be funded by the
Trunk Reserve Fund.
2. Table this agenda item for a specific reason.
3. Deny this agenda item for a specific reason and provide staff with direction.
RECOMMENDED
MOTION:
Alternative #1.
Reviewed by:
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LICENSING AGREEMENT BETWEEN THE COUNTY OF SCOTT
AND THE CITY OF PRIOR LAKE
FOR THE USE OF OBLIQUE IMAGERY
This Agreement is made and entered into between Scott County, a body politic and corporate under
the laws of the State of Minnesota, hereinafter "County"; and the City of Prior Lake, a body politic and
corporate under the laws of the State of Minnesota, hereinafter "City".
RECITALS:
A. The County requires oblique imagery services for augmenting physical field inspections and
general property feature verification and analysis for property assessing, development review,
transportation studies, Geographical Information Systems (GIS) analysis and other uses.
B. The County is contracting with Pictometry International Corp. ("PIC"), to provide it with oblique
imagery services for land within the County, including areas within Prior Lake.
C. The City can benefit from the data and materials developed by PIC for the County and desires to
be able to use the materials relating to the Prior Lake and surrounding area.
D. The County is agreeable to making the oblique imagery materials for the Prior Lake area
available to the City subject to certain terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein the
parties agree as follows:
1. SCOPE OF AGREEMENT
1.1. Puroose. The general purpose of this Agreement is to establish the terms of cost and benefit sharing
in obtaining oblique imagery for areas as described in Schedule D.
1.2. Recitals. The recitals set forth are incorporated by reference as if fully set forth herein.
1.3. Coooeration. The parties agree to cooperate and use their reasonable efforts to ensure the most
expeditious implementation of the various provisions of this Agreement. The parties agree to, in good
faith, undertake resolution of any disputes in an equitable and timely manner.
1.4. Term. This Agreement shall be in effect from the date of execution by all parties and shall continue in
effect until terminated in accordance with the provisions herein.
2. DEFINITIONS
Unless the language or context clearly indicates that a different meaning is intended, the following
words, terms and phrases, when capitalized, shall have the following meaning:
Pictometric Licensed Imaces: 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.
Communitv Imaces: A set of views; one view from directly overhead and other views from different
oblique angles, each covering an entire Image Sector.
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Neichborhood Imaces: A set of overlapping, orthogonal and oblique views blanketing the entire sector,
providing for a higher degree of detail than Community Images.
Imace Sector: A portion of an image collection project and defined as approximately one square mile
in area.
Geocrachic MetaData: Data supplied by Pictometry that is captured from airborne platforms using
Pictometry's patented and proprietary hardware and software capture system.
Electronic Field Studv: A proprietary software and file structure package that allows for the display,
measurement, annotation and analysis of Pictometric Licensed Images.
Pictometrv Licensed Software: Any proprietary software provided by Pictometry. This includes, but is
not limited to, programs such as Electronic Field Study and Change Analysis and program modules
such as 911 or GIS integration/interfaces.
Imaae Warehouse: A hierarchical storage system of Pictometric Images, as well as data and elevation
models that allows fast, random access by geo-Iocation.
Oiaital Elevation Model: 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 L10AR and stereo pairs.
Licensed Documentation: Written and electronic materials containing instructions and other
information related to the use of the Licensed Images and the Licensed Software.
3. PURCHASE OF SERVICES
3.1. Countv Aareement. The oblique imagery services obtained shall be governed by the terms of a
separate contract between the County and PIC. See Exhibit A
3.2. Non-exclusive. Nothing in this Agreement or in the contract between the County and Pictometry
International Corp. referenced above shall be interpreted to prohibit either of the parties from
purchasing services, products or data directly from the PIC at their own expense.
4. COST SHARING
4.1. Costs. The City's share of the costs for the services and products produced as a result of the contract
referenced in paragraph 3.1 shall be as follows:
City of Prior Lake
TOTAL
2008 - $3,079.40
2009 - $3.079.40
$6,158.80 (Payable in 2009)
4.2. Fiscal Aaent. The County shall be the fiscal agent for purposes of this Agreement. PIC shall submit
invoices to the County who shall make payment to the contractor.
The City shall deposit with the Scott County Treasurer the City's share of the oblique imagery costs in
June 2009, after execution of this Agreement, whichever is later.
5. ADDITIONAL OBLIGATIONS OF THE PARTIES
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5.1. Contract Manaaer. The County shall be the contract manager for the purposes of the Agreement. All
contacts and correspondence with PIC shall be submitted and received through the County.
Information received by the County from PIC will be disbursed promptly to the City.
5.2. Ground Control. In preparation for PIC providing oblique imagery services, the County shall be
responsible for targeting and horizontal and vertical ground control.
5.3. Ownershio. Ownership of the database shall be held by the County. Scott County shall exercise, on
behalf of itself, all rights of ownership, title and control to the database under federal copyright law or
other law relating to confidential and/or trade secret information. The parties agree that the
development of the database required the skilled efforts of professionals in its design and compilation
and that the end product is the result of the original work of the County, its employees and agents.
Parties to this Agreement may copy and use data so long as such use is consistent with the terms of
this Agreement and for internal purposes only.
5.4. Distribution of Data. Data or products obtained under the terms of this Agreement may be sold to
persons or entities not party to this Agreement in accordance with the attached Pictometry Contract.
The City and its employees, consultants, or agents may combine the data or products obtained under
the terms of this Agreement with different data to create new and original electronic or hardcopy
product which the City can use without limitation. However, the City and its employees, consultants, or
agents shall not reproduce or duplicate the data or products obtained under the terms of this
Agreement in electronic form for licensing or distribution in any manner, except it may create a
reasonable number of electronic backup copies for its internal use by its employees, consultants, or
agents.
5.5. Disclaimer. Distribution of maps created from data obtained through this Agreement shall contain a
disclaimer as follows:
This drawing is neither a legally recorded map nor a survey and is not intended to be used as
one. This drawing is a compilation of records, information and data from various city, county
and state offices and other sources. This document should be used for reference only. No
representation is made that features presented accurately reflect true location. Scott County,
the City of Prior Lake, or any other entity from whom data was obtained, assumes no liability for
any errors or omissions herein. If discrepancies are found, please contact the Scott County
Surveyor's Office or the City of Prior Lake.
6. INDEMNIFICATION
The City and County recognize each other as a political subdivision of the State of Minnesota and shall
be liable for its own acts and the results thereof to the extent authorized by law and shall not be
responsible for the acts of the other party, its officers, employees or agents. Each party hereby agrees
to indemnify, hold harmless and defend the other, its officers, employees or agents, against any and all
liability, loss, costs, damages, expenses, claims or actions, including attorney's fees which the other
party, its officers, employees or agents, may sustain, incur or be required to pay, arising out of or by
reason of any act or omission of the party, its officers, employees or agents, in the execution,
performance, or failure to adequately perform its obligations pursuant to this Agreement.
7. SUCCESSORS
Each party binds itself and its successors, legal representatives, and assigns to the other party to this
Agreement and to the partners, successors, legal representatives, and assigns of such other party, in
respect to all covenants of this Agreement.
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8. DEFAULT
Force Maieure. No party shall be held responsible for delay or failure to perform when such delay or
failure is due to any of the following unless the act or occurrence could have been foreseen and
reasonable action could have been taken to prevent the delay or failure: fire, flood, epidemic, strikes,
wars, acts of God, unusually severe weather, acts of public authorities, or delays or defaults caused by
public carriers; provided the defaulting party gives notice as soon as possible to the other party of the
inability to perform.
9. TERMINATION
9.1 With or Without Cause. This Agreement may be terminated with or without cause upon thirty (30) days
written notice.
9.2. Written Notice of Termination. Notice of Termination shall be made by certified mail or personal
delivery to the Authorized Representative of the party. Notice is deemed effective upon delivery of the
Notice of Termination to the party's Authorized Representative. Notice shall include a certified copy of
the resolution of the governing board indicating its intent to terminate the Agreement.
9.3. Effect of Termination. Termination of this Agreement shall not discharge any liability, responsibility or
right of any party which arises from the performance of or failure to adequately perform the terms of
this Agreement prior to the effective date of termination. Nor shall termination discharge any obligation
which by its nature would survive after the date of termination
A terminating party shall pay its share of the costs incurred for the project through the date of
termination. If payment is not made in accordance with the terms of this Agreement, a party shall
return all data and information in their possession for which payment has not been made and shall
destroy all copies thereof. In the event the County terminates, the County shall refund the City's
payment or continue to permit the City to access the data.
10. CONTRACT RIGHTS/REMEDIES
10.1. Riahts Cumulative. All remedies available to a party under the terms of this Agreement or by law are
cumulative and may be exercised concurrently or separately, and the exercise of anyone remedy shall
not be deemed an election of such remedy to the exclusion of other remedies.
10.2. Waiver. The waiver of any default by a party, or the failure to give notice of any default, shall not
constitute a waiver of any subsequent default or be deemed to be a failure to give such notice with
respect to any subsequent default.
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11. REPRESENTATIVES
11.1. Authorized Reoresentative. The following named persons are designated the Authorized
Representatives of the parties for purposes of this Agreement. These persons have authority to bind
the party they represent and to consent to modifications and subcontracts, except that (1) as to the
County, the Authorized Representative shall have only the authority specifically or generally granted by
the County Board; and (2) with respect to the City, the Prior Lake City Manager shall have only the
authority specifically or generally granted by the City Council. Notification required to be provided
pursuant to this Agreement shall be provided to the following named persons and addresses unless
otherwise stated in this Agreement, or in a modification of this Agreement.
City:
Frank Boyles
Prior Lake City Manager
4646 Dakota Street SE
Prior Lake, MN 55372
Phone: (952) 447-9801
County:
David J. Unmacht
Scott County Administrator
200 Fourth Avenue West
Shakopee, MN 55379
Phone: (952) 445-7750
11.2 Liaison. To assist the parties in the day-to-day performance of this Agreement and to develop service,
ensure compliance and provide ongoing consultation, a liaison shall be designated by the City and the
County. The parties shall keep each other continually informed, in writing, of any change in the
designated liaison. At the time of execution of this Agreement the following persons are designated
liaisons:
City Liaison:
Phone Number:
Jennifer Wittkopf
(952) 447-9833
County Liaison:
Phone Number:
James Bunning
(952) 496-8056
12. MODIFICATIONS
Any alterations, variations, modifications, or waivers of the provisions of this Agreement shall only be
valid when they have been reduced to writing, and signed by the authorized representatives.
13. SEVERABILITY
The provisions of this Agreement shall be deemed severable. If any part of this Agreement is rendered
void, invalid, or unenforceable, such rendering shall not affect the validity and enforceability of the
remainder of this Agreement unless the part or parts which are void, invalid or otherwise unenforceable
shall substantially impair the value of the entire Agreement with respect to any party.
14. DATA PRACTICES
County and City and their agents and employees agree to abide by the provisions of the Minnesota
Government Data Practices Act, Minn. Stat. Ch. 13, as amended, and Minnesota Rules promulgated
pursuant to Chapter 13.
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15. RECORDS - AVAILABILITY AND RETENTION
The County and City will each maintain complete and accurate records relating to the respective
obligations of the parties to this Agreement. Each party shall maintain said records for a period of six
(6) years. The retention period shall be automatically extended during the course of any administrative
or judicial action involving the parties regarding matters to which the records are relevant. The
retention period shall be automatically extended until the administrative or judicial action is finally
completed. Pursuant to Minn. Stat. Section 16B.06, Subd. 4, the books, records, documents, and
accounting procedures and practices of the parties relative to this Agreement shall be subject to
examination by the parties and the State Auditor.
16. ENTIRE AGREEMENT
This Agreement is the final expression of the agreement of the parties and the complete and exclusive
statement of the terms agreed upon, and shall supersede all prior negotiations, understandings or
agreements. There are no representations, warranties, or stipulations, either oral or written, not herein
contained.
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IN TESTIMONY WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective duly authorized officers as of the day and year first above written.
SCOTT COUNTY
By
CITY OF PRIOR LAKE
By
Robert J. Vogel
Chair, Scott County Board of Commissioners
Jack G. Haugen
Mayor
DATE
DA TE_
ATTEST
David J. Unmacht
Scott County Administrator
ATTEST
Frank Boyles
City Manager
DATE
DATE
APPROVED AS TO FORM:
APPROVED AS TO FORM:
Pat Ciliberto
Scott County Attorney
Suesan Lea Pace
Prior Lake City Attorney
DATE
DATE
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EXHIBIT A
PICTOMETRY INTERNATIONAL CORP_
GENERAL UCENSE TERMS AND CONDITIONS
TInS AGREEMENT is made as of the date set forth below (the ''Effective Date'') by and between PictomelIy International, Corp., a Delaware
corporation with offices at 100 Town Centre Drive, Suite A, Rochester, NY 14623 ("Pictometty"), and Scott County, Minnesota with offices located at
Shakopee, Minnesota (the "Licensee").
Intending to be legally bound, Pictometty and the Licensee (each a "party") hereby agree:
I. ARTICLE - DEFINTIO~S for t''''t'u.es of this A,,"'-.......ent
1.1 "Pietomeme Lieen~d Images" ("Licensfd Images") means orthogonal and oblique digital images of portions of the earth's surface,
captured from airborne platforms using PictomelIy's patented and proprietary hardware and software capture system.
1.2 "COlDJDunity Imaces" ("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" ("Nt") 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 Pictome1Iy that is captured from airbome pla.<!'"....Ii using Pi~;~...~;.j's
patented and proprietary hardware and software capture system.
1.6 "ElectroDic Field Study" ("EFS") means a t'.,,!,'~tuy software and file structure package that allows for the display. navigation,
measurement, annotation and analysis ofPictometric Licensed Images.
1. 7 "PidometIJ. Licensed Software" ("Licensed Software") means any proprietary software provided by PictomelIy. This includes, but is not
limited to. pro&'....... such as EFS and Change Analysis and program modules such as 911 or GIS integration I interfaces.
1.8 "Image Wa.-.house" ("IW") means a hierarchical storage system of Pictometric Images. as \l\rell as data and elevation models, that allows
fast, random access by geo-Iocation.
1.9 "Digital Elevation Model" I."VJ:..M'') means a general. definition for a file containing ground ele\i-ation data. This may be a digital elevation
model, a digital terrain model, or a reflective surface model and is meant to ~..~,".....ass all means of production. including LIDAR and stereo
pairs.
1.10 "Licensed DocumentatioD" ("Documentation") means written and/or electronic materials containing instmctions and other information
~1ated to the use of the Licensed Images and the Licensed Software.
2. ARTICLE - GEl\"ERAL
2.1 Lieensed Products. This Agreement pertains to the particular Images described in Schedule A and attached to this Ay~~....ent (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 Agr_'-'-',....... (the "Licensed DEM"). all of which, along with the
Documentation, are together .,"~m~ to as the "Licensed Products." The temlS and conditions of this Agreement may also apply to other
products Of services that may from time to time be licensed fromPictome1Iy by the Licensee.
2.2 S)"Stem InstaDation. PictometIy sba11 install a copy of the Licensed Products on storage media either provided by Licensee or purchased from
PictomelIy, as specified in Schedule A. With the assistance of Pictome1Iy, the Licensee will install the Licensed Products from that media onto
cw_i"";'~'~' including server computers. The Licensee will be .""t'.....sible for assuring that the ~u...y..ter system being used for these purposes
will satisfy the minimwn system requirements set forth on Schedule A. Licensee and its Auihorized Subdivisions (as provided in Section 2.3)
may use and execute the Licensed Software for official pmposes only.
2.3 Liceusee May Authorize SubdhisioDS and Users. The Licensee may authorize any tkt'........ent. sub unit, or location within the Licensee
(hereinafter "Authorized Subdivisions") to have the Licensed Products installed on ...."'t'.!ters 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 Pt..._~l
CAuihorized Users"). may be 1-.....1;.,.~ed only by PictomelIy or by the Licensee's employees who have received special training from
PictomelIy. All Authorized Subdivisions and Authorized Users shall operate under this Ay",.....ent as agents of the Licensee and comply with
all obligations of Licensee with respect to the use and distribution of the Licensed Products, and PictomelIy may look to the Licensee alone for
assuring compliance with the tenns and conditions of this A6-c c....ent. 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
A6'~,........ent), (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 limitatiODS applicable to the
Licensee under this Ab',c......ent.
3. ARTICLE - GRANT OF UCENSE
3.1 Liceuse Grut, Uses ud Certain Fees. In considefationfor the payment of the License Fees provided for in Article 4 below, and subject to
the other temlS and conditions of this Agreement.PictometIy hereby grants to Licensee. and Licensee hereby accepts, a nonexclusive,
nu..u....sfera:ble, limited license (the "License") for the fonowing:
(a) IDstallation, To install the Image Warehouse on servers and install ~lated Licensed Products on workstations. an of which shall be owned
(or leased) by, shall be located on the owned or leased property of. sba11 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 Docl.....~_;..tion included in the Licensed Products in connection with the activities
described in this Section 3.1.
(c) Uses. Through Auihorized 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 Auihorized Subdivisions, and to use the Licensed Products in the following
activities (and no others):
(I) For IIlternal Business. To use and execute the Licensed Products for internal pUfSUit of its Of their public responsibilities.
Page I ofS
07040lb
8
EXHIBIT A
(2) For PUSODS Doing Business With LiUD~e (''Project Participants"). Under the supen.ision of Authorized Users, allow
............mtatives ofpemms doing business with the Licensee or an Authorized Subdh!jsion 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 pumJit 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 c"....~.jon with the Licensee's or
Authorized Subdivision's Project.
(3) For Public Use. Through Authorized Users only, to use and exeeute the Licensed Software solely for the pmpose of making
hard copies and/or digital copies of Licensed Images for persons desiring them (which copies may contain ann.:':":"'-s 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 ....1.:.... of the Licensed Images in any form by
any other mrans by Licensee or an Authorized Subdivision thereot: shall be permitted for distribution to Licensee's or
Subdivision's constituency. Licensee may charge reproduction fees or no fees to the persons or entities .'......; ,':"g the Images.
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 ammgement, except as_.....~~ly a.:w...:zed \\-ith respect to Authorized
Subdivisions, (b) that Licensee will not authorize or allow any remote access. by any unauthorized pe[SODS. to the Licensed Products except as
expressly provided in this 4--ent for Licensee and Authorized Subdivisions workstations, (c) that Pictometry shall not be obligated 10
revise. improve, or otherwise change the Licensed Software in any way, (d) that the Licensee is ...~.. .-Sible for selecting Authorized Users who
are qualified to operate the Licensed F."J~~ on licensee Wv.;......tions and are familiar with the Licensed Products and trained as provided in
Section 2.3, (e) that the Licensee and its Authorized Subdivision may not copy, download, store, publish, transmit, transfer, sell, or otherwise
install or use the Licensed Products (except for Licensed Images) in any fonn or by any means, except (i) as expressly permitted by this
Agreement, (it) with PictomelIy's prior \\ontten ........~...;OD, or (ill) to the extent not e..............ly prohibited by this 4,..~mt, as allowed under
the fair use pro\ision 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 ......~v~s 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 h.:w....ation developed through the Licensed Products. For ....~...v..~.. of this Agreement,
sen,;cc 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 pmposes at: rendering services to, any third party over the Internet or other public communications medium.
3.3 F.'.,",. ." etr)" s Resen-edRilhts. Pictomctry 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 _.._.......1usive basis by Licensee
under a separate ..6>...._mt. Pictometty may, in addition, produce upgrades to eohance operations of the Licensed Products, which will be
supplied without additioual 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 !ax, including sales tax, is in addition to the License Fees and is the responsibility of the Licensee unless dv...........;..::ion of tax exemption
is provided to PLw___j. 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 Ab' __,-.ent as prO\ided on the attached Schedule A.
S ARTICLE - OBLIGATIONS OF LICENSEE
5.1 Geographic: Data. If available, Licensee agrees to provide to Picto"'_J geographic data in industry standard fannat, shape, DBF, etc.,
including digital elevation models. street ...........Iine maps, tax parcel maps, cenlroids, 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 PictometIy with the Image Library that is used in the PictomelIy On-Line product and in licensing the Image Library to other
licensees. At no time shall Pictometry c1aim ownership of that data.
S.2 Notification. Licensee will: (a) notify PictometIy in \\-nling of my claim or proceeding involving any of the Licensed Products within ten (10)
days after Licensee leams of the claim or proceeding; and (b) .'''~ ..; promptly to Pictometry all claimed or suspected defects in my 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 As..~..,., ,~nt B~' Licensee. This .~,.._,....I "ill not be assignable by Licensee. and Licensee may not delegate its duties hereunder without the
prior written consent ofPictometIy.
6.3 Assignment By Pic:tom.fI1'. Pictometty shall have the right to assign its rights to .~~..:..': Licen.~ Fees under this Ab--'-ent, but no such
assi~";' shall affect Pictometry's obligations hereunder. In addition, Pi~;v"''''_f 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 Pictometty.
7. ARTICLE - DURATION A!\1) TER..\lINATION OF LICENSE
7.1 Initial TUID. The initial term of this A~_.....ent shall commence upon the shipment of suL>......~ally all of the Image Warehouse and the initial
term sha1l expire as indicated on Schedule A., unless the parties enter into a \\-ntten a.........ent 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 Pictometty shall allow the Licensee to keep, use, and operate the Licensed Products forever. Licensee's
obligations under this shall c,~..,':"...e in petpetuity except for its obligations to pay License Fees. Pictometty shall have no obligations under
this Agreement unless Licensee has chosen to purchase additioual Support, Upgrades and M":"',....ance for their Licensed Software. If
Licensee .,.........5 this License Agreement for an additional term. all support, upgrades and maintenance on Licensed Products under a perpetual
license shall be pro\ided 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 exil.1ing Image Library.
Page 2 of5
07040lb
~
EXHIBIT A
7.3 T tnniUUOD for Came. Ibis Ab",.............. may be teIminated by either party In the event that the other party has failed to perlbnn a material
obligation or has ./.1...,:se breached a material tenn of this Agreement, and if that ather party has failed to CUR: that failure or breach within
thirty (30) days after .~....:".I. af ...::....... notice thereof from the other party.
7.4 Effect of TtnniuuOIl. Upon t.......:...:.tion of this 4,... ._~nt lIS prm.idrd in Section 7.3 above, licensee shall immediately cease any and all
ftn1:he1- use af the Licensed I\,.L.:s and .shall tI........lly purge all copies of the Licensed Products from all ~...............~ and workstations on
which any of them may be stared or available at the time. Within thirty (30) days of the date of "",...:..&tion of this Agre..i.., ....,., Licensee shall
also pay Pic~u_""'J all......"u_3, if any, due hereunder. The provisions of Articles 6, 7, 8., 9 and 10 of this Agreement shall sllIvive my
tel::mination of this 4 ......"......,_
8. ..\RTICLE - INTELLECTUAL PRvrUlIY RIGHTS A.1ID RESERVATION OF O\\Tlt"ERSHIP
8.1 Lkeued Prouds. The parties acknowledge md agree that PictomelI), shall have and retain sole and exchWve ownership and all right, title,
and ~...".. In md to my Licensed Images, Licensed Metadata, Licensed Software, Licensed DEM and Licensed D. .......~on p1'O\rided
1JDder this Agreement and all copyrights, tI..I.~, trac;,............:,&, trade names, logos, trade Ik~...:., md other t""}4~ rights in Of associated
with each of the Licensed Products (altogether the "1. "r-:.....uy Rights'). licensee agree.s; (a) that it ",ill De\1!r assert or claim any .interest in,
or do anything that may adversely affect !he validity of, Of infringe on, or affect Pictom.etry' s right, title. and Interest in, any ProprietaIy Right,
and (b) that it will use reasonable efforts to .r...:c..t the ;.UF~tary Rights, including placing or maintaining all copyright, pateut., and other
notices and other indications of Pict.....".,;. J 's ownership thereof on all Licensed Prodncts and on all co-pies of Licensed Images and all other
property af PictomelIy when instructed by Pictometry, and (c) that it will natify Pictometry pramptly after t....~ about any actoal or
SlLy........i bleach of any ProprietaIy Rights.
8.2 Use of Pit:tametry"s Yarb. Licemee agrees not to attach any additional trademarks, trade name~ logos Of designations to any Licensed
Products or to any copies of any af the Licensed Images without prior \l,.~"..... ut'...~..J from PictometIy. Licensee may, however, include a
Licemee seal and Licensee's contact infonnation so long lIS the seal and contact infonnation in no way ObSCUIe or deface the Pictometry marl.:s.
licemee further apes 1hat Licensee will not use any Pict,._...:... i tJ:ademaJ:k, trade name, logo, or desigDation in connection with any product or
sen.>ice other than the Pictometry Licen.~ Images and the ather pj..........ui Licensed Prodncts. Licensee's nonexclusive right to use
Pictometry's trademarks, trade Dame, logos, and designations is cotenninou:! with this AfT...,......,.......
8.3 Eledrolli.e md Odaer PublisltiDg. Except as p1'O\'ided ill Article 4.1 of this A"","..... ,-,1, Licensee is specifically prolnbited from publishing
my Licensed Prodncts (other than Licen.sed Images) in any \\'BY, whether separately or lIS part of any ether publication. For these pmposes,
publishing includes, making available on !he Internet or World Wide Web or any ather general access el.....t..~c Ik.wu.k, method Of medium.
8.4 CoDfide.ntiality of Lic:emedProducts. The Licen.sed Products are commercially valuable, proprietary products owned by Pictom.etry, the
design and de\-e1opmmt of which ret1ect an ~.~ of considerable time, effort, and money. The Licensed Proclucts arelIeated by
PictometIy as c(1l1fin-rilll and contain ...:..~ trade secrets of Pictom.etry. Licensee agrees that it will not disclose, provide a copy 0( or
disseminate the Licensed Products (other than Licensed Images) or any part thereof to any person who does not need to obtain accas thereto
coosistem with Licensee's rights and obligations under this 4........ent. Licemee agrees to use its best efforts to assure (a) that all its persounel,
and any.'~,...~ aft'orded access to the Licen.sed Products, will protect the Products against UDaUthorized use., disclosure, (,.t'1~' md
dissemination, and (b) that access to the Licensed Products and each part thereof will be strictly L...:.~.J. Licensee UIIlIenWIds that PictomelIy
does not disclose ~......... code and licensee agrees that it will take all reasOlIllble actions to lISSIIIe that persons who might access the Licensed
!l.:..,'.....' will not"mll.ock" or ftreverse engineer" any part of the Licensed Svi.w_... so as to find or unc:over the sonrre code or other trade
secrets included therein.
9. ARTICLE - LD.uu.u WARR.~; DISCLAIMER OF WARRiL~ lu.S; Lnuu..iJ REMEDIES
U Limited Warranties. Pictometry ............. that the Licensed Images and the Licen.sed Proclucts installed by Pict.....,,;.; on any Authorized
W.iI..._tion supplied by Licensee purswmt to this Agreement will be true and usable copies as of the date. af captme, Upon notice to
Pictometry of any bleach of that w ........;. j, Pi~""....~... i will use its reasOllllble efforts tOo correct the problem so as tOo allow the Licensed
Products to produce Images and related data that are usable for the general purposes intended. The lv."5u~ wmanty is the sole and exclusi\>e
......-...1 that Pictometry makes with respect to the Licensed. Products, and the remedy set forth above is the sole and excIU.'live remedy for
breach of that wan:anty.
9.2 Disclaimer of Other Wan-moo. Exc~t as provided in Section 9.1 above, EACH OF TIIE llCr.N:.cl) PRODUCTS IS PROVIDED TO
liCENSEE "AS ISft AND 'iVTIH All. FAULTS." PICTOMETRY MAKES NO OTIIER WARRANTIES OR REPRESENTATIONS OF
ANY KIND, EXPRESS, IMPLIED, OR STATIJTORY. AIL IMPLIED WARRANTIES, INCLu'DING BUT NOT LIMueIJ TO
WARRANTIES OF PERFORMANCE, MERCHANTABll..ITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, M'D
NONINFRJNGEMENf, ARE HEREBY DISCIAlMED Ml> EXCLlIDED BY PICTOMETRY.
9.3 Limita.tiom aad E_~lIIIS of Remedies. The remedy set forth in Section 9.1 is the sole and exclusive remedy provided !OJ breach of the
..........;j given. With ...."I'c.. to any other claUm that Licensee may have at any time against Pict...u..;uf on any matter relating to thi'1
Au'" ....I....., or the installation, operation, design, distribution, or use af the Licen.sed Products, the tota1liability of Pictometry shall In the
aggregate be limited to the aggregate ............ts af money that Li,......~.... has paid to Pictometry under dJis A"", .'........Jlt In addition, because of
sch...mli1lg and other considerations in t""t'...~g ~~........ Licemed Images, Pic~""""l cannot assure deliwIy of the licensed Proclucts on a
specified delivery date, md Pictom.etry shall not be liable !OJ any such late delivery """"'-t'l In a case of its gross negligence or willful
misconduct. IN NO EVENT SlL4.Il. .t:.l!tttK PARTY BE LIABLE, UNDER ANY CAUSE OF ACTION OF ANY KIND ARISING OUT
OF OR RELATED TO nus AGREEMENT, TIIE llCENSED PRODUCTS, OR IMAGES (INCLUDING UNDER TIIEORlES
INVOLVING TORT, CONTRACT, NEGllGENCE, SlRICT LIABILITY, OR BREACH OF WARRANTY), FOR ANY LOST PROFITS
OR FOR ANY INDIRECT, INCIDE1\lAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAl. DAMAGES Surrr.UD BY TIIE
OTHER. PARTY OR BY ITS CUSTOMERS OR OlHERS, EVEN IF A PARTY HAS BEEN ADVISED OF TIIE POSSIBn..ITY OF SUCH
DAMAGES.
'.4 Image!")' Specificatiou. Ground Sample Distance ("050') may be affected by Air Tmnc Control or terrain restrictions. Images shall have
an unabstructed view af the ground. In controlled airspace around airports (and other areas) and in areas of rapid elevll.tion changes, the image
foolprint 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 ........,,1 fulfilling most planemetric .,.....;......ents. Pictometry dala, however,
are not intended for authoritative Of definitive ~:ng or ~~....fing replacement. If there is a need for authoritative mapping products,
additional work is re'1":".': by licensed individuals in order to certify Pic~U~""ls orfuogonalimagery.
Page 3 of; 070401b
1U
EXHIBIT A
10. ARTICLE - \.7J:.l1iu<AL
10.1 bdreApHm.eat. ThisAgmmmt, whichiDcludnthe attac:hed SchedDIes, CCI,,;.;~..c,theemire age.,. _,.. betwemthepartielllld~
.u "..~."'." or anl ~;. .",...,.,~ des.....~r........... ., ............,~,.Iioas. amd 1m: ...." ;oJ:..."" 1Il1iIh respect to the subject matter heftof. 'Wbere ditftafDCeS
OCQI[ bet\1o'ftll the. ~ body .of ~ ~'._'_ amd the....\,.! SdIedules, the .SchrdaJes shall ~ the~, ..".,.mt. .L:._~...!
admowIecIges that ttlS not ...,.O""'b mto this Au" ..,.rat OIl the basis of my repewmanoa. DOt"'l!"'.:..Jy C .j,;. :..1 .,!heHiD. Arty JJIA:ldi1kIlUllS
of1his ~. 0",'" ,. must be in writiug and liped by I cI:oly IlJthmizrd of6te' of ach party_
10.2 Rip.ts of 0dIen. This Apeemeat is solely ....".., ,led to proride ripls to aad be mfarceable by Pi........_) IIld l.icmsft (iJIclwIing its
.Anthoriad Subdi\isicms). No otbe'penouhalI acquiROI' .,li.... aayrips <<my .;'or ,.."...~ ,~',. crWL.....~.J gillei UDder this A"" .., ....
10.3 WaiTer. TheWliwrby ;".=...., pmyofaay cIeflmlt by the otbe' shaDllOt ".".~,._ t1i,"''1...ratdef:aults of the same or clift'eRatkiDd.
10.4 Nodces. AllIlOfices and L"..~..ds L ....tIer sba11 be in "',,:"'~.~ ad. man be deIn"tftd by "'_~'....aI savi.ce, mail, ..._.:_ __.:.., or .......1.... .J
flKsimile tmumissiOD It the addms of the recen.'iq party set fonh bdow (or It llIICh di1feJmt address IS may be _pated by ODe party by
"..:'...0..........:.. to the other). All DOtices or demands by mail man be seat by. .,."([ .1 one';","o,.d UDited States mail 'I...". "..':". ~
aDd an n...i .... aDd demands shall be deemed completnpOll.... -;t~
IftoLkatsee: If to"" J,,,, ....,
C""il ,,,): ScottCoumy C""l/""'.!: Pi..:.."::'..lIylDtematioaal,C4Ip.
Address: 600 C._ J 1Wl East Address: 100 TO\\'D. Cmtre Dm'e, Sllite A
JoJdm. MN 55352 Rochester, NY 14623
Att8dion: TunB,..,..'"g Att8dion: MidJIelJ.NaIY
Email: ibwminell\co.scot:t.mn.us Email: mike-IJeIIIV<mmctometrv.com
Phcn.e: (952) 496-8056 Fax (952) 496-8365 PIKa: (585) 4i6-0093 FIX: (5 &5) 4&6-009&
lo.s E".. ,;,,! COIIJrol I.icmsee.-, to COJq)1y ftilly with the ..>t'" Jaws aDd "'-b,li,.::".:.l of the Uui1ed States G, .'....."./Dt wiSh "'!"ll' .... to the
1.icmsed P .'...:...... supp1ied by L........;...,. Ac....~, l.K:emee agRti that aU L!., ,,'..JI data, software., or other iDfumJation 01' ani".. , .l'. .
(other tha publicly avIilable",L,,,.tion) fumisbed by Pict..""-~'J~ aad my Jroch1ct 1IHHof, man DOt be ~..y ""..-.1 by licaISee, or- its
.,A..":,,,J tnmsferees, if any, dim:tly or ini.,....k} frCllll the Uutied. SllItn 1IIIless .....:.;..:.uy ..,---..:....J by U.S. ..y'... ..~...l Jaws aDd
~1ioDs. Ibese oblip1icm of the Licmsee man mn.'iI.~ any .....:..:.....Ai, [....,' ". ,,:,. .~ or- disdllrge of1his Al!1,.... ..,..
10.6 SevtrahiIity. In the evmt that any of the prcn.isiOIls of this A",. . .,,'..... shall be held by a court or other tribunal of..." l' ..lmt juri!dietiCIII to be
1DII!Ill\',,,. ~.:ble., sucl1 prcn.1sion will be mforced to the ;,....:,.. ",.. ,..'.......1 ."..:.mllle IDIi the JaDaiDJDg partioDs of this Au,.. ..., ..h sba11 " .,..:,.
in fbll forte IUd ftfert
10.7 For<< Majftlft. Pietometry sball DOt be. ...,.....'"..sibJe tOr my Wlure to , ..1.,.... due to ''''':;'''.. .,:Jl ~"__....ces or to ...,...... be)"OIId
Pict.....,.... )'J reasoaable cODtrol., including but DOt limited to acts of God., war.. riot, embargoes, acts of ciIIil 01" military I1Itboritift, fiR,. floods.,
aceidmR. strikes, Dil1ft to obtain export Jicmses cr .L ",~.pI or drlays oftma..., .,,_ _ facilitXs, fuel, ..1_,"" 1UpJIlies,1abor or m&teriIil.s.
In the n'at ofmy such delay, Pi.......-... may deftortbe dtli\'I'.IY ofI.iemsrclPJ.m..... for aprriodequal to the time of the delay.
Pap4of5
070401b
11
EXHIBIT A
IN WTINESS 'WHEREOF, the parties hereto hav-e ~ this Agre"...,..... effective on the latest of the signature dales specified below.
PICTOMETRY INTERNATIONAL, Corp.
SCOTT COUNTY
By:
By:
Robert J. Vogel, Chair
Scott County Board of Commissione1:s
Name:
Date:
Title:
ATTEST:
Address: 100 Town ~tre Dri,,"e. Suite A
Rochester. NY 14623
By:
David J. Unmacht
Scott County Admin.istrator
Date:
A.pl'~v.-ed as to form:
Pat Ciliberto
Scott County Attorney
Date:
Address: 600 Countrv Trail East
JordatL MN 55352
Attachmmts:
Schedule A: Description of Licensed Products - Must be iDitial~ by Lium:ee
Schedule B: EAP - Economic AlliaDce Partnenhip
Schedule C: Imagery Specifications (if attached)
Schedule D: Se...\'..~J Map - Must be iDitial~ b)' Licellsee
NOTE: 'Wotius" infonnation must be euterM in Article lOA of this Agre~..,~ ,;..
Page j of)
070401 b
l.t
SCHEDULE A
1. The following products shall be delivered to Scott County, Minnesota ("Licensee") by Pictometry Intemational Corp.:
A. Licensed Images procured with a 11 megapixel camera (as listed below and also portrayed on the attached Schedule 0 - Sectorized
Map):
1) PREMIER Two Wav Community Package (C3) covering 435 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.
b. 4 Oblique images.
c. 4 Oblique images taken from the opposite direction to (b) above
PREMIER Community Images (C3) to be taken when there is less than 30% leaf cover.
PREMIER Oblique Image Price
PREMIER Ortho Image Price
PREMIER TOTAL C3 Community Package Price
Less 50% Discount
$ 25.00 per sector per year
$ 13.00 oer sector oer vear
$ 38.00 per sector per year
$ 19.00
$ 19.00@435 Sectors = $ 8,265 per year
2) Four Way Neighborhood Images (N5) covering 137 sectors of the Licensee as indicated on the attached map. Each sector will
have:
a. Ortho-rectified images.
b. Oblique images from four perpendicular directions.
PREMIER Neighborhood Images will be taken when there is less than 30% leaf cover. Each sector will have approximately 36
Ortho-rectified Images and 52 Oblique Images. Premier Neighborhood Images are nominal 6" GSD.
PREMIER Ortho-rectified Neighborhood Images
Less 50% Discount
$ 235.00 per sector
$117.50
$117.50@ 137 Sectors = $16,097.50 per year
$ 17.00 per sector per year
$ 8.50
$ 8.50 @ 137 Sectors = $ 1,164.50 per year
PREMIER Neighborhood Oblique Image Price
Less 50% Discount
3) One Meter Mosaic sector tiles are included for the full County coverage areas, as shown above. Tiles will be provided in a TIFF
format in the county's specified coordinate system. A countywide 12" MrSid file will be provided at no charge. Tiles will be upgraded
to higher resolution to be purchased as follows:
435 12" Ortho Sector Tiles x $15.00/sector = $ 6,525 per year
4) Images are to be delivered with an image size of approximately 4-6 MB.
B. US Census Bureau TIGER line files of County Q[ a base map supplied by Licensee.
C. OEMS (Digital Elevation Models) - check one:
U.S.G.S Digital Elevation Models (OEMs) (provided by Pictometry)
13
DEMs in industry standard format (provided by Licensee).
Licensee OEMs must be provided to Pictometry within 30 days of signing this agreement.
2. Documentation: Pictometry International Corp. shall furnish 1 digital copy of the Licensed Documentation for the Licensed Software.
3. Training: Pictometry International Corp. shall conduct two (2) End User orientation sessions of up to 25 people/training session 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.
4. Telephone Support: Pictometry shall provide telephone support to the people who have completed the Advanced User technical training 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 two years from the date of shipping, along with a copy of the updated documentation.
6. Annual License Fee of Thirty-Two Thousand, Fifty- Two Dollars ($ 32,052)
. This is the Annual License Fee for the Licensed Images, Licensed Software, Licensed Documentation and support.
. The initial duration of the License is two (2) years at the above Annual License Fee.
. At the end of this two (2) year term, 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 2.5% of the Total License Fee (up to a cap of $2,495/year).
. Pictometry Economic Alliance Partnership (EAP) - Licensee shall be eligible for the Pictometry Economic Alliance
Partnership as outlined on Schedule B.
. The annual cost of the Images is fixed for a period of one (1) year from the date of this License Agreement with Pictometry.
7. Storage Media. Delivery media will be a 160 GB storage device delivered by (and purchased from) Pictometry at a cost of $180.
8. Total Cost: The Total Cost of this License Agreement is Sixty-Four Thousand, Two Hundred and Eigty-Four Dollars ($ 64,284) broken down as
follows:
First Year
Annual License Fee
Ortho Mosaic Tiles
Delivery Media
First Year Total
$ 25,527
$ 6,525
$ 180
$ 32,232
Second Year
Annual License Fee
Ortho Mosaic Tiles
Second Year Total
$ 25,527
$ 6,525
$ 32,052
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 shipment of all Licensed Software and Images, as specified in this
Schedule A. All shipping 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 this shipping date. It is understood that the payment schedule is for the convenience of the
Licensee. All monies are considered earned upon shipment of the Image Library. Fees past due for 30 days shall be charged a late fee of
1.5% per month.
Payment Breakdown:
Down payment due at signing = $ 8,058
Amount Due on Image Library Shipment= $ 24,174
14
Amount due on one-year anniversary of Shipment = $ 32,052
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 20001XP, 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. Authorized Subdivisions and Authorized Users as referred to in Article 2.3 in the License Agreement are defined as all local governmental
entities including County and City departments, school districts (not private), govemment owned utilities and other county/local government-
controlled regional entities (not State or Federally controlled). State and/or Federal departments or entities may not be Authorized Users under
this License Agreement.
14. The parties understand and agree that the provisions of the Minnesota Govemment Data Practices Act govern section 8 of the agreement and
must be applied if a conflict is determined. If a conflict arises, involving the confidentiality of the Pictometry Licensed Products, Scott County
shall immediately inform Pictometry of such conflict.
15. MODIFICATIONS TO LICENSE AGREEMENT:
1) The following clauses are hereby ADDED and INCORPORATED as part of the agreement:
A) AUDIT REQUIREMENTS
Pursuant to Minn. Stat. Section 16C.05, Subd. 5, the books, records, documents, and accounting procedures and practices of Provider relative to this
agreement shall be subject to examination by the County and the State Auditor. Complete and accurate records of the work performed pursuant to
this agreement shall be kept by Provider for a minimum of six (6) years following termination of this agreement for such auditing purposes. The
retention period shall be automatically extended during the course of any administrative or judicial action involving the County of Scott regarding
matters to which the records are relevant. The retention period shall be automatically extended until the administrative or judicial action is finally
completed or until the authorized agent of the County notifies Provider in writing that the records need no longer be kept.
B) DATA PRACTICES ACT
Provider, its agents, employees and any subcontractors of Provider, in providing all services hereunder, agree to abide by the provisions of the
Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as amended, and Minn. Rules promulgated pursuant to Ch. 13. Provider
understands that it must comply with these provisions as if it were a government entity. Provider agrees to indemnify and hold the County, its
officers, department heads and employees harmless from any claims resulting from the Provider's unlawful disclosure or use of data protected under
state and federal laws.
C) EQUAL EMPLOYMENT AND AMERICANS WITH DISABILITIES
In connection with the work under this Statement of Work Form, Provider agrees to comply with the applicable provisions of state and federal equal
employment opportunity and nondiscrimination statutes and regulations. In addition, upon entering into this Statement of Work, Provider certifies
that it has been made fully aware of Scott County's Equal Employment Opportunity and Americans With Disabilities Act Policy, attached hereto and
incorporated herein as Exhibit A through both oral and written communications, that it supports this policy and that it will conduct its own
employment practices in accordance therewith. Failure on the part of the Provider to conduct its own employment practices in accordance with
County Policy may result in the withholding of all or part of regular payments by the County due under this agreement unless or until Provider
complies with the County policy, and/or suspension or termination of this agreement.
16. Training and Support Services: Additional training and support services are available to Licensee at the then prevailing prices.
15
SCHEDULE B
Pictometrv Economic Alliance PartnershiD
1. Benefits
Imagery - with Pictometry's EAP program the Licensee shall keep its imagery forever, the EFS Software license becomes
perpetual at the end of the term of the license agreement.
EAP provides the benefits listed below:
A Revenue Share Opportunities for Licensee (all revenue to be applied as credits toward Licensee's renewal):
. Pictometry will market imagery (without measuring or planning capabilities) on the :...1....~et to consumers and rebate
your county or state for images purchased of your area on a 50/50 basis in the form of credits towards your next
update.
B Disaster Coverage at No Additional Charge - Pi-t..metry's proven background in rapid .....>y......se image capture,
processing, and delivery is unmatched. Cities, Counties and States can benefit from Pictometry's eJ..........:se. Pictometry
will image affected areas of federally declared disasters at no charge. However, there is no wait for a Federal Declaration
under some of the following circumstances:
· Hurricane Coverage at No Cost - Pi...Lv......etry will capture and quickly deliver imagery of affected areas of
Category II hurricanes and above to your city, county or state at no additional.............se. Coverage for hurricanes
below this category can be .........ged at reduced EAP rates.
· Tornado Coverage at No Cost - Pictometry will capture and quickly deliver imagery of areas impacted by
Tornados with .....:...gs ofEF4 and above to your city, county or state at no additional cost. Coverage for tornados
below EF4 can be ........ged at reduced EAP rates.
. Terrorist Coverage at No Cost - Pictometry will capture and quickly deliver imagery of damage due to k;uv,.;St
attack for up to 200 square miles at no additional cost.
· Earthquake Coverage at No Cost - While there is a wait for Federal Declaration on Earthquakes, Pi"'J~...etry will
capture, process, and rapidly deliver up to 200 square miles of georeK.."uced, oblique visual data at no additional
cost for damaged areas of Earthquake Disasters.
· Free Pictometry Change Analysis™ - As part of our EAP, Pictometry's Rapid Response Program includes our
ready-to-use, patent pending Change Analysis software that was used in the aO...........ath ofHunicane Katrina. This
powerful software .," ~ Jet simultaneously compares pre and post disaster images to make your ........' lery and
restoration efforts more effective and efficient.
C Software Installation and Maintenance Costs - During the term of the Software License Agreement, Pictometry shall
provide Licensed Software to Licensee with no charge for upgrades, maintenance or support. At the end of the term of the
Software License Agreement, the license for software becomes perpetual and Licensee may continue to use that software
forever.
D Marketing - Pi...;..,......etry will (only at your direction) market your GIS layers to its many business clients and share that
revenue with you on a 50/50 basis.
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SCHEDULE C
Diaitallmaaerv Soecifications
Dimensions and Resolution:
All values are approximates based on target height-over-ground. The actual values vary due to elevation changes.
Individual Images:
Community Images
C5 Obliaue (Nominal 12 Inch)
Footprint:
Front Line:
Back Line:
Front to Back:
Ground Sample Distance:
Front Line:
Middle Line:
Back Line:
3,400 feet (1036 meters)
4,800 feet (1463 meters)
4,400 feet (1341 meters)
0.85 feet/pixel (0.25 meters/pixel)
0.99 feet/pixel (0.30 meters/pixel)
1.19 feet/pixel (0.36 meters/pixel)
C5 Ortho~onal (Nominal 12 Inch)
Footprint: 3,300 x 2,200 feet (1006 x 671 meters)
Ground Sample Distance: 0.87 feet/pixel (0.27 meters/pixel)
C3 Obliaue lNominal12 Inch)
Footprint:
Front Line:
Back Line:
Front to Back:
Ground Sample Distance:
Front Line:
Middle Line:
Back Line:
3,200 feet (975 meters)
5,000 feet (1524 meters)
4,300 feet (1311 meters)
0.79 feet/pixel (0.24 meters/pixel)
0.97 feet/pixel (0.30 meters/pixel)
1.24 feet/pixel (0.38 meters/pixel)
C3 OrthoV'onal lNominal12 Inch)
Footprint: 4,000 x 2,700 feet (1219 x 823 meters)
Ground Sample Distance: 1.01 feet/pixel (0.31 meters/pixel)
Premiere Community Images
Obliaue lNominal9 Inch)
Footprint:
Front Line: 2,800 feet (850 meters)
Back Line: 4,000 feet (1,220 meters)
Front to Back: 3,500 feet (1,066 meters)
Ground Sample Distance:
Front Line: 0.70 feet/pixel (0.21 meters/pixel)
Middle Line: 0.85 feet/pixel (0.25 meters/pixel)
Back Line: 1.00 feet/pixel (0.30 meters/pixel)
Ortho~onallNominal9 Inch)
Footprint: 2,780 x 1,850 feet (848 x 564 meters)
Ground Sample Distance: 0.69 feet/pixel (0.21 meters/pixel)
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Neighborhood Images
Obliaue lNominalS Inch)
Footprint:
Front Line: 1,600 feet (488 meters)
Back Line: 2,400 feet (732 meters)
Front to Back: 2,200 feet (671 meters)
Ground Sample Distance:
Front Line: 0.4 feet/pixel (0.12 meters/pixel)
Middle Line: 0.5 feet/pixel (0.15 meters/pixel)
Back Line: 0.6 feet/pixel (0.18 meters/pixel)
Ortho~onal lNominalS Inch)
Footprint: 1,650 x 1,100 feet (503 x 335 meters)
Ground Sample Distance: 0.42 feet/pixel (0.15 meters/pixel)
Premier Neighborhood Images
Obliaue lNominal4 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: 0.49feetJpixel (0.15 meters/pixel)
Ortho lNominal4 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:
Pixel Size:
Source Imagery:
Radiometry:
File Size (Approx.):
5,280 x 5,280 feet (1,609 x 1,609 meters)
3.28 feet/pixel (1.0 meters/pixel)
Community Orthogonal (12 and 9 inch) and/or Neighborhood Orthogonal (Premier and Standard)
Not radiometrically balanced, may have observable cut lines and could consist of imagery taken
over a period of several days.
8,000 KB (urt' format)
One-Foot Ouarter 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 (TIFF 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 tlil'.t' format)
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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 (l.O-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 Soecifications:
Ortho2onal Imam
Sensor Size
Image Format
Image Quality
Measurement Accuracy
Pixel Placement Accuracy
Sensor Orientation
Pixels: 4008 x 2672 (or 3208 x 2672 for some Community level imagery) in a Landscape
orientation.
Industry-standard image format with proprietary image trailer, including JFIF (JPEG), Hi'i',
andBMP.
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.
<0.5% measurement error, excluding user pixel selection error
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 I :2400) for more varied terrain or in areas with poor
elevation data. However, Pictometry does not guarantee these accuracies and your results may
vary.
Pictometry utilizes an lMU (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 LatitudelLongitude, State
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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), lil't, 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.
Obliaue Imafles
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), Ill't,
andBMP.
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 lMU (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)
Image Export
JFIF (JPEG), Til't, 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.
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2. Pictometry's orthogonal images provide the coordinate accuracy fulfilling most planemetric requirements, however,
Pictometry data is not intended for authoritative defmitive 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 Pic tome try. 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 fmd the revealing lateral views,
height measurements, and other information afforded by the oblique images while using the coordinate accuracy afforded by
the orthogonal images.
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SCHEDULE D
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'--'II
...
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The whole county will be flown at a high level and have 2 way oblique imagery captured. This is
shv-w.... in Red. The areas in green will be fl<m'D at a lower level and have 4 way oblique images
captured.
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