HomeMy WebLinkAboutC2007-429 - 12/7/2007 - NASTATE OF TEXAS § ALL MEN BY THESE PRESENTS:
COUNTY OF NUECES §
AGREEMENT BETWEEN THE NUECES COUNTY APPRAISAL
DISTRICT AND CITY OF CORPUS CHRISTI
WHEREAS, the Nueces County Appraisal District (hereinafter referred to as "NCAD") has
entered into a License Agreement (hereinafter referred to as the "License Agreement") with
Pictometry International Corporation (hereinafter referred to as "Pictometry") for the provision
of use of certain licensed Pictometry products, encompassing, among others, specified aerial
images of Nueces County, Texas and all or portions of selected adjacent jurisdictions: and
WHEREAS, the City of Corpus Christi (hereinafter referred to as "the City") has evaluated the
contemplated Pictometry products and determined that those products would be beneficial to the
City; and
WHEREAS, both NCAD and the City acknowledge receipt of consideration by the signing of
agreement; and
WHEREAS, NCAD's contemplated License Agreement with Pictometry incorporates specific
provisions under which Authorized Subdivisions can utilize licensed Pictometry products; and
WHEREAS, the City, as a governmental entity within NCAD's established boundaries, qualif es
as an Authorized Subdivision under the aforementioned License Agreement.
NOW, THEREFORE, NCAD and the City agree as follows:
1. The City of Corpus Christi is herewith designated as an Authorized Subdivision pursuant
to the License Agreement by and between the Nueces County Appraisal District and
Pictometry International Corporation, and contracts and assumes all rights, duties, and
responsibilities as an authorized subdivision andlor authorized user and shall look solely to
Pictometry for any alleged breach of this agreement, a copy of which is attached hereto and
made a part hereof as if fully set forth herein.
2. NCAD, in accord with the aforementioned License Agreement, shall:
A. Load, at NCAD, those Licensed Products (including Licensed Software and
Licensed Images) provided under the License Agreement onto a portable storage
device or hard drive supplied by ,with said storage device having bath the
capability to interface via a USB 2.0 connection with NCAD hardware and
possessing sufficient capacity to receive the requisite images it desires. The
Licensed Software and Licensed Images provided herewith shall only be used for
the City's governmental purposes and exclusively on designated workstations or
computers used and owned andlor leased by the City;
B. Coordinate, organize, and arrange {as part of the initial implementation of the
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12/07/07
Nueces Cnty. Appr. Distr.
Licensed Pictometry Products provided herewith and in conjunction with the
scheduled training of other Authorized Users from other Authorized Subdivisions) far
Pictometry to train the City's designated Authorized Users. Such training shall include
End User training for the City's Authorized Users and a combination of End User and
Advanced User technical training for the City's designated Authorized Users from the
the City, who shall pay all casts associated therein.
C. Notify the City within thirty (30) business days or as soon as reasonably practical after
NCAD receives notice from Pictometry of any Pictometry actions, conditions, or
circumstances which could affect the City's rights under this Agreement.
3. The City shall:
A. Be deemed an Authorized Subdivision under the License Agreement and, as such,
fully comply with and abide by all the applicable obligations and responsibilities of the
License Agreement including, but not Iimited to, those regarding the use and distribution
of Licensed Products;
B. Designate a "Pictometry Coordinator" who will serve as the primary contact for
NCAD and Pictometry in technical, training, reporting, and other matters arising out of
this Agreement, the License Agreement, and the Licensed Products;
C. Provide Pictometry, with a copy to NCAD, with a list indicating the names and job
titles of City employees (referred to as "Authorized Users" in the License Agreement}
who will be using any Licensed Software and/or accessing the Client Image Warehouse,
the particular Licensed Software to be installed on their individual workstationlcomputer,
and the physical location, serial number, andlor other identifying information of the
designated workstationlcomputer (referred to as "Authorized Workstations" in the
License Agreement). An initial list with the aforementioned information shall be provided
to Pictometry, with a copy to NCAD, at least ten (10) business days prior to installation of
any Licensed Software {including the Electronic Field Study software). For any and all
subsequent additions, deletions, and/or other changes to the initial list, revised lists shall
be provided to Pictometry, with a copy to NCAD, not less frequently than at least five {5}
business days prior to the end of each calendar quarter;
D. Provide Pictometry, with a copy to NCAD, with a list indicating the physical location,
serial number, and/or other identifying information about the server or servers on which
the Client Image Warehouse and other Licensed Software and Products will be installed
and the names, job titles, and telephone numbers of City employees responsible (referred
to as "Authorized Users" in the License Agreement) for that server or those servers. An
initial list with the aforementioned information shall be provided to Pictometry, with a
copy to NCAD, at least ten (10) business days prior to installation of any Licensed
Software. For any and all subsequent additions, deletions, and/or other changes to the
initial list, revised lists shall be provided to Pictometry, with a copy to NCAD, not less
frequently than at least five (5} business days prior to the end of each calendar quarter;
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E. Assure that it will only allow its listed Authorized Users to use, operate, andlor have
access to any of the Licensed Products, that it will only allow access to any of the
Licensed Software and any Licensed Images through its listed Authorized Workstations,
that it will protect Licensed Products against unauthorized use, disclosure, copying,
and/or dissemination, and that it will cause all of its listed Authorized Users to comply
with the provisions, terms, conditions, and limitations of the License Agreement;
F. Direct all questions, requests, and other technical matters and issues to Micrometry's
designated representatives for appropriate handling with a copy to NCAD;
G. Meet or exceed the minimum workstation and server system requirements stipulated in
the License Agreement; and
H. Inform NCAD, in writing, at Ieast 180 days before expiration of the initia124-month
term of the License Agreement as to whether or not it wishes to continue this cooperative
endeavor.
4. Terms and Conditions
A. Should any conflicts or differences in language and/or interpretation between this
Interlocal Cooperation Agreement and applicable provisions of the License Agreement
occur, the applicable provisions and language of the License Agreement shall govern.
B. NCAD MAKES NO REPRESENTATIONS OR WARRANTIES ORAL, WRIITEN OR
IMPLIED OF ANY KIND INCLUDING BUT NOT LIMITED TO WARRANTY FOR
A PARTICULAR PURPOSE OR USE CONCERNING, NOR DOES IT ACCEPT ANY
Responsibility OR LIABIUTY OF ANY KIND AND IN ANY RESPECT FOR, THE
LICENSED PICTOMETRY PRODUCTS, PICTOMETRY TRAINNG, AND OTHER
PICTOMETRY PRODUCTS AND SERVICES BEING MADE AVAILABLE UNDER
THIS AGREEMENT. THE CITY FULLY UNDERSTANDS AND RECEIVES, AND
ACCEPTS THIS DISCLAIMER AND ALL PICTOMETRY PRODUCTS AND
SERVICES UNDER THIS AGREEMENT AS IS, WHERE IS, WITH ALL FAULTS IF
ANY.
C. The City is solely responsible for alI costs, technical support and obligations associated
with City personnel., facilities, computers, servers, accessories, devices, tools, software,
and other tangible and intangible City resources and properly used andlor maintained in
conjunction with this Agreement, and NCAD has na responsibilities, legal, f nancial or
otherwise, with respect thereto. City shall not be responsible for payment of license fees
to NCAD or Pictometry.
S. Term
This Agreement shall commence on the latest of the signature dates specified below and
shall continue, unless terminated sooner as provided hereunder, far the same term as the
License Agreement by and between the Nueces County Appraisal District and Pictometry
International Corporation. This Agreement supersedes any previous agreements between the
parties regarding use of Pictometry licensed products.
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6. Relationship of Parties
Neither party to this Agreement has the authority to bind or make any commitment on behalf
of the other party.
7. Chan es/Amendments
No oral statement of any person shall modify, amend, or otherwise change or affect the
provisions, terms, or conditions stated in this Agreement. All changes or modif cations to this
Agreement shall be made in writing as agreed upon by the parties.
Funding Out/Non-Appro riation
Notwithstanding any provision to the contrary, this Agreement will terminate if the
governing body of the Nueces County Appraisal District or its successor fails to appropriate
the necessary funds for a subsequent year's funding of this Agreement. In such
circumstances, the Nueces County Appraisal District shall not be Iiable for any services
rendered or products provided after notification by NCAD that this Agreement is terminated
for lack of funding. All Licensed Software and Licensed Images will be returned to NCAD
and/or Pictometry in the case of such termination by failure to appropriate the necessary
funds for a subsequent year's funding of this Agreement.
9. Conflict of Interest
No public official shall have an interest in this Agreement except in accordance with
Vernon's Texas Codes Annotated, Local Government Code Title S., Subtitle C, Chapter 171.
10. Ethics
Neither NCAD nor the City shall offer or accept gifts or anything of value nor enter into any
business arrangement with any employee, official, or agent of the other or Pictometry.
11. Lawful Compliance
The parties to this Agreement shall comply with all federal, state, county, and municipal
statutes, ordinances, rules, and regulations including but not limited to all public information
laws and all Homeland Security laws.
12. Immunity
It is expressly understood and agreed that, in the execution of this Agreement, neither party
waives, nor shall they be deemed to hereby have waived, any immunities or defenses that
would otherwise be available to them against claims arising in the exercise of their
governmental functions except as set out in paragraph 13.
13. NCAD Indemnification
TO THE MAXIMUM EXTENT POSSIBLE, THE CITY HEREIN WAIVES ITS
STATUTORY, CONSTITUTIONAL AND COMMON LAW IMMUNITY CONCERNING
THIS CONTRACT WITH NCAD ONLY. TO THE EXTENT PERMUTED BY LAW,
THE CITY SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS NCAD AND ALL
ITS OFFICERS, AGENTS, ATTORNEYS AND EMPLOYEES FROM ALL SUITS,
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ACTIONS, OR OTHER CLAIMS OF ANY CHARACTER, NAME, OR DESCRIPTION
BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES RECE WED
OR SUSTAINED BY ANY ENTITY, PERSON, PERSONS, OR PROPERTY ON
ACCOUNT OF ANY NEGLIGENT ACT OR FAULT OF THE CITY, OR ANY AGENT,
EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER IN THE EXECUTION OF, OR
PERFORMANCE UNDER, THIS AGREEMENT. THE CITY SHALL PAY ANY
JUDGMENT WITH COSTS WHICH MAY BE OBTAINED AGAINST NCAD
GROWING OUT OF ANY SUCH INJURY OR DAMAGES.
14. Assi nment
Neither party shall assign, transfer, sell, or convey this Agreement, in whole or in part,
without the prior written consent of the other party.
15 . Force Maj eure
Neither party shall be responsible for any failure or delay in performance of its obligations
under this Agreement because of events of farce majeure or circumstances beyond its
control, including, but not limited to, acts of God, floods, fires, riots, terrorist acts or the
threat of terrorist activity, strikes or work stoppages, embargos, government actions, or a
similar event or events. When a party is unable to substantially perform because of a force
majeure event, it shall timely notify the other party of its inability to so perform, and, if that
inability continues for more than 30 days, the party so notified may then terminate this
Agreement without further notice. This provision shall not, however, release the party unable
to perform from using its best efforts to avoid or remove such circumstance and such party
unable to perform shall continue performance hereunder with the utmost dispatch whenever
such causes are removed.
16. Severability
If any provision of this Agreement is declared or found to be illegal, unenforceable, or void,
then all parties will be relieved of all obligations arising under such provision, but only to the
extent that such provision is illegal, unenforceable, or void. It is the intent of the parties to
this Agreement that any such provision be modified or amended as necessary to make it Iegal
and enforceable. If the remainder of this Agreement in unaffected by the declaration or
finding, it shall remain in full force and effect to the extent permitted by law.
17. Interpretations
The titles of the several paragraphs and sections hereof are inserted for convenience of
reference only and shall be disregarded in construing or interpreting the provisions of this
Agreement.
18. Termination
Both parties reserve the right to enforce the performance of this Agreement in any manner
prescribed by law or deemed to be in their respective best interests in the event of a material
breach or default of this Agreement. In the event one of the parties fails to perform, keep, or
observe a material provision, term, and/or condition of this Agreement, the other party shall
give the nan-compliant party written notice of such material breach or default and, if same is
not remedied to the satisfaction and approval of notifying party within thirty (30) calendar
days of receipt of such notice, default may be declared and all the non-compliant party's
rights shall terminate. City may terminate this Agreement at any time without cause, on 30
days notice to NCAD.
19. Waiver
No waiver of any breach of this Agreement shall be deemed to constitute a waiver of any
subsequent breach of the same or any other provision, term, and/or condition.
20. Effect of Termination or Expiration
Upon termination or expiration of this Agreement, the City shall immediately cease any and
all further use of the Licensed Products and shall promptly purge all copies of Images and all
Licensed Software (including but not limited to EFS and CIW) from all computers and
workstations on which any of them may be stored or available at the time. In addition, the
City shall destroy all remaining inventory of Hard Copies of Images in its possession or
under its control (excluding those Images produced in the activities described in Sections 4.1
(c){2) of the License Agreement).
21. Access to Records
During the term of this Agreement and for a period of three (3) years after the date of its
termination or expiration, the City shall make available to NCAD for inspection and copying
on reasonable notice and at reasonable hours all books and records, including electronically
retained information, pertaining to the City's compliance with the provisions of this
Agreement.
22. Survival of l~hts and Obligations After Termination of License
The provisions of Articles 2, 7, 8, 9, and 10 of the License Agreement shall survive any
termination or expiration of this Agreement. Within thirty (30) days of the date of
termination or expiration of this Agreement, the City shall purge the Licensed Software and
Licensed Images from any and all of its servers, computerslworkstations, and other devices
and/or facilities.
23. Ri is of Othexs
Exclusive of Pictometry's inteIiectual property and other rights under the License
Agreement, this Agreement shall not create any rights in parties not signatories hereto.
24. Notices
All notices required to be given hereunder shall be in writing, shall be deemed effective
when received, and shall be delivered either in person, by facsimile transmission (with
confirmation of receipt), or by registered or certified mail to the other party at the address or
fax number shown below:
Nueces County Appraisal District
Attn: Ollie Grant
201 N. Chaparral
Corpus Christi, TX 78401
Fax: 361-887-6138
City of Corpus Christi
Attn: Director of Municipal Information Systems
1201 Leopard Street
Corpus Christi, Texas 78401
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25. Entire Agreement
This Agreement, together with any approved addenda and amendments, if any, constitutes
the entire agreement of the parties and supersedes in all respects any and all prior oral or
written proposals, negotiations, understandings, and other agreements between the parties.
26. Venue
This contract will be governed according to the laws of the State of Texas. This agreement is
perfozmable in Nueces County, Texas.
IN WITNESS WHEREOF, duly authorized representatives of fhe parties hereto have
executed this Agreement on the dates shown below.
NUECES COUNTYAPr~P'~}yRpppAI~~SALQD,~ISTRICT
Authorized Signature: uG'l~(/(,(~ ~'1
Name: Ollie Grant
Title: Cl~ie~f ~ ra~s~r~
Date: ~~ ~,, ., .,
CITY OF CORPUS CHRISTI
Authorized Signature:
Name: George K. Noe
Title: City Mana er
Date: ~~ ~~ y_~
~~ ~ ~ ~ ~o~
A~ppproved as to form: _~~ ~
d..~'~.
Lisa AguiVar
Assistant Gity Attorney
For City Attorney
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`~` ' ~
PICTC)METRY INTERNATIONAL CARP.
GENERAL LICENSE TERMS AND CONDITIONS
THIS AGREEMENT' is made as of the date set forth below (the "Effective Date") by and
between Pictometry International, Carp., a Delaware company with offices atI00 Town Centre
Drive, Suite A Rochester, NY 14623 (Pictometry ), and Nueces County Appraisal District, a
political subdivision of the State of Texas, with offices at 201 N. Chaparral, Suite 206 Corpus
Christ, Texas 7$401 (the "Licensee"}.
Intending to be legally bound, Pictometry and the Licensee (each a "party") hereby ao ee:
1. ARTICLE - DEFINTIONS
DeFnitions - As used herein, the following words, phrases, or terms in this Agreement
shall have the following meanings:
1.1 "Images" namely georeferenced images of land of which Pictometry will make
with its proprietary systems prior to delivery Pictometric Images, and Electronic
Photo Images which do not have the georeferencing data,
1.z "Geagraplnic Data" ("Geo Data") is the data supplied by Pictometry that is
associated with Images and allows those Images to be georeferenced.
1.3 "Software" namely certain proprietary computer software, one part of which is
referred to as the Electronic Field Study software (the "EFS"), and the other part
of which is referred to as the Client Image Warehouse software ("CIW"), which
can be used to access and display the Images; and
1.4 "Documentation" comprised of written andlor electronic materials containing
instructions and other information related to the use of the Images and the
Software.
1.5 "1~lectronic 1` field Study'. (")PI'S") .'- proprietary software package :,«~ allows
for the display and analysis of Pictometric Images.
1.6 "EFS Professior«a!" A set of imaging tools, including measuring, annotation,
reconciling, and data analysis tools bundled with the base EFS software package.
1.7 "Client Image WareE~ause" ("CIM") A hierarchical storage system of
Pictometric images that allows fast, random access by geo-location.
1.8 "Pictometric Image" means orthogonal and oblique digital images,
automatically captured and geo-referenced from airborne platforms using
Pictametry's patented and proprietary hardware and software capture system.
1.9 "Electronic Photo image" Orthogonal and oblique digital images, automatically
captured from airborne platforms using Pictametry's patented and proprietary
hardware and software capture system but without geo-referencing.
1,10 "Image Sector" A portion of an image collection project defined as
approximately one square mile in area.
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1.11 "Community Images" ("CI") A set of three images, each covering the entire
sector; one From directly overhead, and two from different oblique angles.
1.12 "Neighborhood Images" ("1~1I") A set of fifty overlapping, oblique images
blanketing the entire sector, providing for a higher degree of detail.
2. ARTICLE -INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF
OWNERSHIP
2,i Licensed Products. The parties acknowledge and agree that Pictometry shall
have and retain sale and exclusive ownership and all right, title, and interest in
and to all Licensed Images Licensed Geo Data, Licensed Software, and Licensed
Documentation and all copyrights, patents, and other proprietary rights in or
associated with each of the Licensed Products (hereinafter the "Proprietary
Rights"). Licensee agrees: (a) that it will not, during or after the term of the
License, assert or Claim any Interest in, or do anything directly or indirectly in
violation of this Agreement that may adversely affect the validity of or infringe
any Proprietary Right, (b) that it will use reasonable efforts to protect the
Proprietary Rights and to cooperate in Pictonietry's efforts to protect them,
including placing ar maintaining all copyright notices and other indications of
Pictometry's ownership on ail Licensed Products and on alI copies of Licensed
Images and all other property of Pictometry as Pictometry may from time to time
instruct, and (c) that it will notify Pictometry promptly of any known ar suspected
breach of any Proprietary Rights that comes to Licensee's attention.
2.2 Use of Pictometry Marks. Licensee acknowledges that Pictometry owns and
retains al! ownership rights in trademarks, trade names, logos, and designations
uses! by Pictometry in connection with the Licensed Products. Licensee agrees
not to attach any additional trademarks, trade names, logos ar designations to any
Pictometry product ar to any copies of any of the Licensed Images. Licensee
may, however, include a Licensee seal and appropriate Licensee Department
contact information so long as these annotations in no way obscure or deface the
Pic.Gornetrv marks. Licensee further agrees that Licensee will not use a~~y
Pictometry trademark, trade name, toga, or designation in connection with any
product ar service other than the Licensed Images and the other Licensed
Products. Licensee's nonexclusive right to use Pictometry's trademark is
coterminous with this Agreement.
2.3 Efectronic and O#her Publishing. Except as provided in Schedule B or as
otherwise provided in this Agreement, Licensee is specifically prohibited from
publishing in any way (including by making available an the Internet or World
Wide Web ar any other general access electronic or other network) any Licensed
Product or any Licensed Image, ar any portion of any such Product or Licensed
Image, whether separately or as part of any other electronic publication, except as
provided herein.
2.4 Confldentiallty of Licensed Software. The Licensed Products are commercially
NGAD 11/23/04 Page 2 of 16 030922
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valuable, proprietary products of Pictometry, the design and development of
which reflect the effort of sltilled development technicians and the investment of
considerable time and money. The Licensed Products are treated by Pictometry as
confidential and contain substantial trade secrets of Pictometry. Pictometry is
entrusting these trade secrets to Licensee in confidence for Licensee's use so that
Licensee may exercise its rights under the License and for no other purpose,
Licensee agrees that unless otherwise provided in this Agreement, it will not at
any time disclose, provide a copy of, ar disseminate the Licensed Products or any
part thereof to any person who does not need to obtain access thereto consistent
with Licensee's rights and obligations under this Agreement. Licensee agrees to
use its best efforts to assure (a) that all of its Nueces County personnel with
access to the Licensed Products will protect them against unauthorized use,
disclosure, copying, and dissemination, and (b) that access to the Licensed
Products and each part thereof will be strictly limited for this purpose.
2.5 Prohibition On "Unlaclting." Licensee agrees that it wit] take all reasonable
actions to assure that Nueces County personnel, who mighE access the Licensed
Software, will not "unlock" or "reverse engineer" any part of the Licensed
Software so as to find ar uncover the source code or other trace secrets included
therein.
3. ARTICLE -GENERAL
3.1 Licensed Products. This Agreement pertains only to the particular Images
described in Schedule A attached to this Agreement (the "Licensed Unages") and
the particular copies of the Software listed in Schedule A (the "Licensed
Software"), all of which, along with the Documentation, are together referred to
as the "Licensed Products." This Agreement does not apply to any other images,
software, or other products that may from time to time be owned, used, published,
or distributed by Pictometry,
3.Z System Installation. After execution of this Agreement, Licensee will provide
storage media for the installation of the Licensed Images and Licensed Software
as set Forth in Schedule A to Pictometry. Pictometry shall install a cagy of the
Licensed Images and Licensed Software an that media. Pictometry will provide
the number of copies of the Documentation, as specified in Schedule A. The
Licensee will install the Licensed Images and Licensed Software from the media
auto computers to be designated by the Licensee as provided in Section b.3
below. Upon request by the Licensee and payment of the appropriate Products
and Services fees and/or expenses listed on Schedule A, Pictometry will deliver
additional copies of the Licensed Images and Licensed Software for other or
replacement computers. The Licensee will be responsible for assuring that the
computer system being used far these purposes will satisfy the minimum system
reQuirements sei forth on Schedule A.
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3.3 Licensee May Authorize Subdivisiions. The Licensee may from time to time
authorize other IacaJ political subdivisions and/or governmental entities located
within the Licensee's geographic boundaries, including but not necessarily limited
to the entities listed in Schedule E (hereinafter "Subdivisions"} to have the
Licensed Products installed on computers owned {or leased) and used by those
Subdivisions and to use and execute the Licensed Software for official purposes
only, all in accordance with this Agreement. The installation of the Client Image
warehouse and EFS and the training of Subdivision personnel may be done only
by either the Licensee or Pictometry. The Subdivisions authorized for such
installation, use, and execution (the "Authorized Subdivisions"), as well as the
specific servers and Authorized Workstations involved and the Authorized Users
employed by those Subdivisions, will be designated from time to time by the
Licensee and/or Authorized Subdivisions. All Authorized Subdivisions shall
operate under this Agreement as agents of the Licensee and comply with all
obligations of Licensee with respect to the use and distribution of the Licensed
Products and Picrometry may look to the Licensee anchor Authorized
Subdivisions for assuring compliance with the terms and conditions of. this
Agreement.
3.4 Authorized Users. As used in this Agreement, "Authorized Users" shall mean
such persons in the employ of Licensee or who assist Licensee. in the performance
of its public duties and obligations, or persons in the employ of an Authorized
Subdivision, as may be designated to use and execute the Licensed Software on
the designated computers. Licensee and Authorized Subdivisions agree, unless
otherwise required by law: (a) that they 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, (b} that they will not allow access ro any of the Licensed
Software ar any Licensed Images except through Authorized Workstations, and
(c) that they will cause al] Authorized Users to comply with all of the terms,
conditions, and linvtations applicable to the Licensee under this Agreement
3.5 Authorized Workstations. As used in this Agreement, "Authorized
Workstation" .71ia11 mean A computer workstation that has access t;:, the Client
Image Warehouse and whsch has installed on it the related Licensed Software in
accordance with Section 4.1(a) below. No workstation shall be an Authorized
Workstation unless its identification and location is given in writing to Pictometry
as required by Section 6.3 below by the Licensee and/or Authorized Subdivision.
4. ARTICLE -GRANT OF LICENSE
4.I License Grant Uses. License Grant, Uses, and Certain Fees. In consideration for
the payment of the License Fels provided for in Section 5 below, and subject to
the ether terms and conditions of this Agreement, Pictometry hereby grants to
Licensee, and Licensee hereby accepts, a nonexclusive, nontransferable, limited
license (the "License"} as follows:
{a) installation. To install the Client Image Warehouse on servers and related
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Licensed Software on Authorized Workstations, all of which shall be
owned (ar leased) by, shall be located on the property of, sha11 be under
the control of, and steal! be used by the Licensee or by an Authorized
Subdivision (which servers and workstations will be designated pursuant
to Section 6.3 below). None of the Licensed Products shall be accessed
except through such designated servers and Authorized Workstations.
(b) Documentation. To copy and use the related user documentation included
in the Licensed Products in connection with the activities described in this
Section 4. I.
(c) Uses. Through Authorized Users only, to use and execute the Licensed
Software on those designated servers and Authorized Workstations in the
conduct of the public business of the Licensee ar of the Authorized
Subdivisions and use and print copies of the Licensed Images in the
foifowtng activities {and no others):
(1) For Internal Business. In the conduct of the operations of the
Licenses andlar of the Authorized Subdivisions, to use and execute
the Licensed Products for internal use in pursuit of its ar their
public responsibilities.
(2) For Persons Doing Business With Licensee ("Project
Participants"), Under the supervision of Authorized Users, allow
representatives of persons doing or proposing to do business with
the Licensee or an Authorized Subdivision on Licensee Projects
(defined below) to use and execute the Licensed Software and to
make copies of the Licensed Images with ink or toner on substrate
(hereinafter "Hard Copies") at the Licensee ar Authorized
Subdivisions' facilities only, but not to make any electronic or
digital copies of the Licensed Images ("Digital Copy"). For these
purposes, "Licensee Projects" shall mean any plan or effort
undertaken in fulfi}ling Licensee's or Authorized Subdivisions'
public duties and obligations, ar otherwise for construction,
eguiprnent acquisition. or other improvement in real estate, offices,
facilities, or other operating assets ghat are, or v4r11 be, owned and
used by the Licensee or an Authorized Subdivision in pursuit of its
public responsibi}ities, inc}uding any such assets (such as roads
and public buildings) that are provided by the Licensee for use by
the public. The Licensee or any Authorized Subdivision may sc11
Hard Copies made pursuant to this subsection 4.1(c){2) at whatever
price, ar na price, as the Licensee ar Authorized Subdivision may
determine, and without paying any special License Fee ar other
remuneration to Pictometry. The Licensee or Authorized
Subdivisions shall cause each Project Participant to agree to use
the Hard Copies safely in connection with the Licensee's ar
Authorized Subdivision's Project and to return the Hard Copies
upon completion of its participation in the Licensee's or
Authorized Subdivision's Project.
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(3} For Public Use. Subject to the provisions of Section 10.8 below,
Pictometry acknowledges that Licensee intends to place cropped
pictures of individual properties in its appraisal records and utilize
such cropped pictures in administrative hearings and in Court
proceedings. Licensee also reserves the right to place these
crapped pictures on its public web site. Pictometry agrees to this
use, and agrees to permit disclosure and copying of its copyrighted
images, placed in Licensee's appraisal records, to individual
property owners or their agents as required by the laws of the State
of Texas. If copies of images are requested in any other Context,
Licensee agrees to refer the requester to Pictometry, and to make
reasonable efforts to cooperate with Pictometry in protecting its
rights in accordance with law.
4.2 Lfrnltations On License. In addition to its other obligations under this
Agreement, Licensee agrees: (a} that nothing under this Agreement authorizes it,
to exercise ar provide any multiple-user license, or to enter into any time-sharing
arrangement, except as expressly authorized . with respect to Authorized
Subdivisions, (b) that Licensee will not authorize or allow any remote access to
the Licensed Products and will only allow access to them through Authorized
Workstations, except as may be reasonably necessary to allow Authorized
Subdivisions access to Licensed Products installed on Licensee's computers, (c)
that Pictometry shall not be obligated to provide support for the Licensed
Products in any manner other than as set forth in Schedule A ar to revise,
improve, ar otherwise change the Licensed Software in any way, (d) that the
Licensee and Authorized Subdivisions are responsible far selecting Authorized
Users who are yualii'ied to agerate the Licensed Software an Authorized
Workstations and are (anti}iar with the information, calculations, and reports that
serve as input and output of the Licensed Software, {e) that the Licensee and its
Authorized Subdivisions may not copy, download, store, publish, transmit,
transfer ,sell, nr otherwise install or use the Licensed Software or any Images or
any portion of the Images in any form or by any means, except (i) as expressly
permitted by this Agreement, (ii) with Pictome:ry's prior written pernvssion: or
(iii) to the extent not expressly prohibited by this Agreement, as allowed under the
fair use provision of the Copyright Act (17 U .S.C. § it77}. Licensee agrees that it
will deliver to al] recipients of any Hard Copies, and to any other persons who
may have access to any of the Images, all such disclaimers and other information
that Pictometry may request so as to assist thane persons in understanding the
limitations on the accuracy of the information developed through the Licensed
Froducts.
4.3 Pictometry's Reserved Rlghts. Pictometry reserves the right from time to time,
in its sale discretion and without liability to Licensee, to create new versions of ar
modules of additional functionality for any part of the Licensed Products, which
versions and modules may be acquired on a nonexclusive basis by Licensee under
a separate agreement. Pictometry may, in addition, produce updates of the
Licensed Products, which will be supplied without additional cost to Licensee.
NCAD 11/23/44 Page b of 16 030922
Pictometry may continue to sell or license the use of its software and imagery,
including the Licensed Products to such persons and entities and on such terms
and conditions as Pictometry may in its sole discretion determine.
5. LICENSE FEES
5.1 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 annual fee totaling $92,925 per year and other fees described on schedule A
(altogether the "License Fees"), payment to be made as provided in Schedule A.
Any tax, including sales tax is in addition to the License Fees and is the
responsibility of the Licensee. The first and the second annual fees shall be
earned on the Delivery Date, subject to acceptance by Licensee. Payment of the
second annual fee shall be made on the first anniversary date of this Delivery
Date.
G. ARTICLE - OBLIGATIONS OF LICENSEE
6.I Geographic Dpta. Licensee agrees to provide to Pictometry any geographic
data available in Licensee's possession or s~rbject to its control in industry
standard format, shape, DBF', etc., including digital elevation models, street
centerline maps tax parcel maps centroids, etc. This data will be incorporated
into the Image Library licensed to the Licensee, Far any of this data that is
owned by the Licensee, Licensee agrees that Pictometry may distribute this data
with the Image Library to other Licensees, only if written permission is obtained
From Licensee.
6.2 Technical Suy~port Contacts. Licensee agrees to name licensee personnel to act
as technical support contacts. These contacts will receive technical training as
provided in Schedule A. These contacts will coordinate aII requests and inquiries
from all Licensee Authorized Users. If additional support is required by
Licensee, only these technics! support contacts wil! Dave access to telephone
support from Pictometry.
6.3 Designation of Authorized Subdivisions, Users, Servers, Warkstatlons. The
Licensee and Authorized Subdivisions agree that, within one-hundred twenty
(120) days after receipt of the Licensed Products, will furnish to Pictometry in
writing lists of their awn:
(a) Authorized Subdivisions, as provided in Section 3.3 above,
(b) Servers and Authorized Workstations in which any of the Licensed
Software is or will be installed, as provided in Section 3.S above.
including their locations and identification information.
NCAD i i/23104 Page 7 of 16 030922
6.4 ]V1larlcet Conditions. Licensee will advise Pictometry promptly concerning any
market information or sales leads that come to Licensee's attention respecting
Licensed Products, in exchange for a reasanabfe referral fee to be negotiated by
the Parties.
b.5 Costs and Expenses of Licensee Performance. Except as expressly provided
herein or agreed in writing, Pictometry and Licensee will each pay a1I costs and
expenses they incur in the performance of their respective obligations under this
Agreement.
ti.6 Notification. Licensee will: (a) notify Pictometry in writing of any claim or
proceeding involving any of the Licensed products within fifteen days after
Licensee receives written notice of the claim or proceeding; and (b) report
promptly to Pictometry al! claimed or suspected defects in any Licensed Product.
'1. ASSiGN1V1ENT
7.1 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 7.2 and 7.3 below.
7.2 Assignment By Licensee. This Agreement will not be assignable by Licensee,
and Licensee may not delegate its duties hereunder without the prior written
consent of Pictometry.
7.3 Assignment By Pictamett-y. Pictometry shall have the right to assign its rights to
receive License Fees under this Agreement, bul no such assignment shall affect
Pictornetry's obligations hereunder. In addition, Pictometry shall have the right to
assign all its rights to any person ar entity that has acquired substantially all the
Pictometry assets used in with respect to the Licensed Products, provided the
assignee has assumed all of Pictometry's obligations under this Agreement.
Except as provided above in this Section 7.3, this Agreement wiI! not be
assignable by Pictometry. Should Pictometry assign its rights to any person or
entity under section 7 of this Agreement, Licensee has the right to terminate this
Agreement if Licensee does not agree with Pictometry's assignment.
S. DURATION AND TERMINATION OF LICENSE
8.1 Initial Term. The initial term of this Agreement shat] commence upon the
installation of the Client Image Warehouse and shall expire, unless sooner
terminated in accordance with Section 8.3, upon the second anniversary thereof.
8.2 Renewal. Effective as of that second anniversary, Pictometry will grant an
extension of the Licensed Products to Licensee, in accordance with the following:
(1) If no later than the 30th day before that second anniversary the Licensee
NCAD I 1123104 Page $ of 16 Q30922
~..
enters into a License Agreement with Pictometry for an additional two
years for new Licensed Images with images being not less then ninety
percent than that of the existing Licensed Lnages, then Pictometry will
grant a perpetual License to Licensee for the existing Licensed Products;
Of
(2) If no later than the 30th day before that second anniversary the Licensee
enters into a License Agreement with Pictometry for an additional two
years for new Licensed images with images being not less than fifty
percent of that of the existing Licensed Images, then pictarnetry will grant
a perpetual License to Licensee for the existing Licensed Products upon
the payment of an amount equal to 20% of the difference between the new
annual fee and previous annual fee due under this Agreement if the new
annual fee is less than the previous annual fee; or
(3) If no later than the 10th day after that expiration date the Licensee pays
Pictometry an additianaI payment equal to 20% (twenty percent) of the
previous a Perpetual License Conversion fee, then Pictometry will grant a
perpetual License to Licensee for the existing Licensed Products. Once
Licensee has the perpetual license for one year, support far EFS (optional)
for a perpetual License is 5% of the Annual Fee per year for all following
years.
If Licensee decides not to renew, not to enter into another Agreement or not to
pay for a Perpetual License for existing images, Licensee shall immediately cease
any and all further use of the Licensed Products and shall promptly purge all
copies of Images and all Licensed Software (including but not limited to EFS and
CIW) from al] computers and workstations on which any of them may be stored
ar available at the time. In addition, the Licensee shall destroy all remaining
inventory of Hard Copies of Images in its possession or under its control
{excluding those images produced in the activities described in Section 4.1(c)(2)
above}.
Any extensions will be subject to the same terms and conditions as are provided
to tl,=s Agreement except that the annual fee under Section 5. i and Sc:trdule .A
will be eliminated and the Licensee will no longer be able to add images to the
existing Image Library. Nevertheless, Licensee's obligations to pay a
Reproduction Fee for Digital and Hard Copies to Pictometry, as provided in
Section 4.l(c)(3) above, shall continue during any such extension under this
Section 8.2.
8.3 Termination Far Cause. This Agreement may be terminated by either party in
the event that the outer party has failed to perform a material obligation or has
otherwise breached a material term of this Agreement if that other party has failed
to cure that failure or breach within thirty days after receipt of written notice
NCAD 11/23/04 Page 9 of lb 030922
' ! s
thereof from the other party.
8.4 Effect of Terrt2ination or Expiration. Upon termination or expiration of this
Agreement, Licensee immediately shall cease any and ail further use of the
Licensed Products and shall promptly purge all copies of images and all Licensed
Software (including but not limited to FrF'S and CIW} from all computers and
workstations on which any of them may be stored or available at the time. In
addition, the Licensee shall destroy a!i remaining inventory of Hard Copies of
Images in its possession or under its control (excluding those images produced in
the activities described in Section 4.1(c)(2} above).
S.5 Access to Records. During the term of this Agreement and for a period of three
(3) years after the date of its termination or expiration, Licensee and Pictometry
shall make available to each other far inspection and copying on reasonable notice
and at reasonable hours all books and records, including electronically retained
information, pertaining to compliance with the provisions of this Agreement.
$.6 Survival of Rights and Obligations After Termination of License. The
provisions of Sections 2, 7, $, 9, and 14 of this Agreement shalt survive any
termination or expiration of this Agreement. Within ninety (90) days of the date
of termination or expiration of this Agreement, Licensee shall pay Pictometry, or
Pictometry shall pay to Licensee all amounts due hereunder or to be refunded
hereunder and Licensee will purge all Licensed Software and all Licensed Images.
8.7 Funding Out. Notwithstanding any other provision to the contrary, this
Agreement will terminate if Licensee's governing body fails to appropriate the
necessary funds for a subsequent year's funding of this Agreement. In such
circumstances, Licensee shall not be liable for any services rendered or products
provided after notification to Pictometry that the contract is terminated for lack of
funding. Al] software and licensed images will be returned to Pictometry in the
case of such termination (excluding those images produced in the activities
described in Section 4.1{c) (?.; above, and ]:lard ~opias of ~rnpped images in
appraisal files, and/or Section 10.8 below)
9. LIMITED WARRANTY; DISCLAIMER OF WARRANTIES; LIMITED
REMEDIES; INDEMNITY
9.1 Limited Warranties. Pictometry warrants:
(a) that the Licensed Images and the Licensed Software installed by
Pictometry on any Authorized Workstation supplied by Licensee pursuant
to this Agreement will be true and usable copies as of the date of capture;
and
(b} that the information concerning the accuracy of the Licensed Products set
forth on the attached Schedule C is substantially true; and
NCAD 11/Z3/04 Page 10 of 16 030922
f ~ -.
(c} that the Licensed Products will perform to Licensee's satisfaction or
Licensee has the right to terminate this agreement and have no further
obligation hereunder.
Upon notice to Pictometry of any breach of the warranty in clause {a} above,
Pictometry wil! promptly reinstall a copy of the Licensed Images and/or Licensed
Software involved. Upon notice to Pictometry of any breach of the warranty in
clause (b) above, Pictometry will use its best efforts to correct the problem s^ as
to allow the Licensed Products to produce Images and related data that are usable
for the general purposes intended. If Pictometry is unable to promptly correct the
problem, Licensee may terminate this Agreement, and have no further obligation
hereunder. Further, in such event Pictometry shall promptly refund to Licensee all
fees Licensee has paid to Pictometry pursuant to this Agreement. The foregoing
warranties are the sole and exclusive warranties that Pictometry makes with
respect to the Licensed Products, and the remedies set forth above are the sole and
exclusive remedies for breach of those warranties.
9,2 Disclaimer of Other Warranties. Except as provided in Section 9.1 above ,
EACH OF THE LICENSED PRODUCTS IS PROVTI]ED TO LICENSEE "AS
IS" AND "WITH ALL FAULTS" PIC'T'OMETRY MAKES NO WARRANTIES
OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED, OR
STATUTORY. ALL IIvIPLIED WARRANTIES, INCLUDING BUT NOT
LTMTI'ED TO WARRANTIES OF PERFORMANCE, MERCHAN'I'ABILIANTYD,
FITNESS INGEMENT, ARE HEREBY DISCLAIlVIED AND EXCLUDED BY
NONINT~'R
PICTOMETRY.
9.3 Limitations and Exclusions of Remedies. The respective remedies set forth in
Section 9.1 are the sole and exclusive remedies provided for breach of the
warranties given. With respect to any other claims that Licensee may have at any
iirre against Pictometry on any matter relating to ih~s Agreement, or il~e
installation, operation, design, distribution, or use of the Licensed Products, the
total liability of Pictometry shall in the aggregate be limited to the aggregate
amounts of money that Licensee has paid to Pictometry under this Agreement. In
addition, because of scheduling and other considerations in preparing current
Licensed Images, Pictometry cannot assure delivery of the Licensed Products on a
specified delivery date, and Pictometry shall not be liable far any such late
delivery exceptL EITa1~ERf PtARTYSBEgLTABLE,r wUNDER ANYaCAUSE OF
EVENT SHAL
AC'T'ION OF ANY KIND ARISING OUT OF OR RELATED TO THIS
AGREEMENT', THE LICENSED PRODUCTS, OR IMAGES (INCLUDING
UNDER THEORIES INVOLVING TORT, CONTRACT, NEGLIGENCE,
STRICT LIABILITY, OR BREACH OF WARRANTY), FOR ANY LOST
PROFITS OR OTHER SPEC TEAL D~AMAGES~SU~FFERED BY TIC OTHERS
PUNITIVE,
NCAD 11/23/0a Page 11 of lb 030922
PARTY OR BY ITS CUSTOMERS OR OTHERS, EVEN iF A PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.4 INDENINIFICATION. LICENSOR AGREES TO PAY AND [NDEMN~Y
THE LICENSEE, THEIR OFFICER5 AND EMPLOYEES FOR ALL
DAMAGES OF EVERY KIND AND NATURE SUFFERED BY THE
LICENSEE THEIIt OFFICERS AND EMPLOYEES, OR ANY OF THEIR
AUTORIZED AGENTS, CAUSED BY OR ARISING IN WHOLE OR IN PART
OUT OF LICENSOR'S OR ANY OF LICENSER'S OFFICERS, EMPLOYEES,
AGENTS', CONTRACTORS', NEGLIGENCE, STRICT LIABILITY, OR
BREACH OF ANY TERM, COVENANT OR CONDITION OF THIS
AGREEMENT, INCLUDING THOSE ACTIONS ARISING OUT OF OR
RELATING TO ACTIVITIES CONDUCTED PURSUANT TO THE
PROVISIONS OF THIS AGREEMENT. THIS INDEMNITY INCLUDES
DAMAGES TO PROPERTY OF ANY PERSON, INCLUDING THE LOSS OF
USE OF ENJOYMENT OF PROPERTY OF ANY PERSON, ATTORNEY'S
FEES AND COSTS:
LICENSOR SHALL PAY AND iI~1DEMNIT'Y THE LICENSEE THEIR
OFFICERS AND EMPLOYEES FOR ALL DAMAGES OF EVERY KIND
AND NATURE SUFFERED BY THE LICENSEE OR ANY OF LICENSEE'S
AUTHORIZED AGENTS, CAUSED BY OR ARISING IN WHOLE OR IN
PART OUT OF OR RELATING TO THE ACTIVITIES CONDUCTED
PURSUANT TO THE PROVISIONS OF THIS AGREEMENT AS TT RELATES
TO ANY COFYRIGHT, PATENT, OR TRADEMARK CLAIMS, INCLUDING
ANY ACT OR OMISSION BY ANY OF THE OFFICERS, DIRECTORS,
EMPLOYEES OR AGENTS OF LICENSOR, THAT MAY ARISE OUT OF OR
IN ANYWAY BE RELATED TO A CLAIM FOR PATENTS, TRADEMARKS,
OR COPYRIGHTS. 'PHIS IIVDEMNITY INCLUDES DAMAGES TO
PROPERTY OF ANY PERSON, INCLUDING THE LOSS OF USE OF
ENJOYMENT OF PROPERTY OF ANY PERSON, AND ATTORNEY'S FEES
AND COSTS EXPENDED BY THE LICENSEE IN DEFENSE OF THE SAME.
10. GENERAL
14.1 Entire Agreement. This Agreerneni, which includes the attached Schedules,
contains the entire agreement between the parties and supersedes all written or
oral agreements, descriptions, representations, and understandings with respect to
the subject matter hereof. Where differences accvr between the main body of the
Agreement and the attached Schedules, the Schedules shall supersede the
Agreement. Licensee acknowledges that it is not entering into this Agreement on
the basis of any representations not expressly contained herein. Any
modifications of this Agreement must be in writing and signed by a duly
authorized officer of each party.
10.2 Rights of Others. This Agreement is solely intended to provide rights to and be
NCAD 1 !123104 Page 12 of I6 030922
~, ,
h ~
enforceable by Pictometry and Licensee (including its Authorized Subdivisions).
No other person shall acquire or enforce any rights or any representations or
warranties given under this Agreement.
10.3 Waiver. The waiver by either party of any default by the other shall not waive
subsequent defaults of the same or different kind.
10.4 Notices. All notices and demands hereunder shall be in writing and shall be
delivered by personal service, mail, or confirmed facsimile transmission at the
address of the receiving party set forth below {or at such different address as may
be designated-by one party by written notice to the other). Ail notices or demands
by mail snail be sent by certified or registered United States mail, return receipt
requested, and shall be deemed complete upon receipt.
If to Licensee:
Mr. Ollie Grant
Chief Appraiser
Nueces Appraisal District
201 N. Chaparral, Suite 206
Corpus Christ, TX 7$401
If to Pictometry:
Pictometry International Corp.
140 Town Centre Drive, Suite A
Rochester, NY 1-4b23
Attn: Michael J. Neary
I0.5 Execution oP Agreement, Controlling Law, and Jurisdiction. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Texas. The State District Courts of Nueces County, Texas shall have jurisdiction
to adjudicate any disputes arising out or in connection with this Agreement, and
each party hereby unconditionally submits to the personal jurisdiction of thane
courts.
10.6 Severabillty. ):n the event that any of the provisions of this Agreement shall be
held by a court or other tribunal of carnpetent jurisdiction to be unenforceable,
such provision will be enforced to the maximum extent permissible and the
remaining portions of this Agreement shall remain in full force and effect.
NCAD 11/Z3/04 Page 13 of 16 030922
f0.7 Force Majeure. Pictometry shall not be responsible for any failure to perform
due to unforeseen circumstances or to causes beyond Pictometry's reasonable
control, including but not limited to acts of God, war, riot, embargoes, acts of
civil or military authorities, fire, floods, accidents, strikes, failure to obtain export
licenses or shortages or delays of transportation, facilities, fuel, energy, supplies,
labor, or materials. In the event of any such delay, Pictometry may defer the
delivery of Licensed Products for a period equal to the time of the delay.
10,$ Public Disclosure. The parties acknowledge and agree that Licensee and
Authorized Subdivisions are governmental entities subject to the laws of the State
of Texas. The parties acknowledge and understand that Licensee is subject to the
provisions of Title 1 of the Texas Tax Code, and that Licensee and Authorized
Subdivisions are subject to the Texas Public Information Act, codified at Tex.
Govt. Code Ann §552.001 et seq (Vernor. 1994 and supp. 2004). Pictometry
understands and agrees that if Licensee or Authorized Subdivisions are required
to disclose or Fender any Licensed Products to any person ar entity pursuant to
State ar Federal Law (including but not limited to the foregoing statutes), or by
Court Order, such disclosure ar tender shall not constitute a breach of any
provision of this Agreement. To the extent this Section 10.8 conflicts with any
other provision of this Agreement, this Section 10.8 shall control. Licensee agrees
that if it learns that disclosure or tender of any Licensed Products may be
required, except for cropped pictures discussed in Section 4.1(c}(3} above,
Licensee agrees to promptly notify Pictometry, so that Pictometry may take such
action as it deems appropriate, at its own cost and expense.
10.9 Alternative Dispute Resolution Procedure and Binding Arbitration. Both the
District and Pictometry acknowledge that they may disagree concerning various
issues relating to proper performance by the other party under the Contract
Documents. For this reason, all disputes between the District and the Pictometry
arising out of or related to the Contract Documents shall be resolved utilizing the
following dispute resolution procedures. .
In the event of a dispute between the parties, the objecting party shall provide
written notice to the other party specifying the issue in dispute. The parties shall
attempt for a period of not less than fourteen (14} days to resolve the dispute
through negotiation. If the parties cannot resolve the dispute, then the issue shall
be submitted far binding arbitration in accordance with the requirements of this
Master Contract.
Any arbitration hearing shall be conducted according to the rules of the American
Arbitration Association. The arbitration sha31 be conducted by a panel of three (3)
qualified arbitrators each of wham is knowledgeable in business information and
data processing systems. One arbitrator shall be chosen by each party and the
third arbitrator will be mutually agreed upon by both parties. If the parties are
unable to agree on the selection of the third arbitrator, the two (2) arbitrators
previously chosen will select the third arbitrator.
NCAD 11/23/04 Page 14 of 16 030922
.
Any issues submitted for arbitration proceedings shall be conducted in a mutually
agreed location in the state of Texas. If the parties are unable to agree on a site,
the arbitration shall be conducted at a site selected by the Arbitration panel.
Any issues submitted for arbitration must be submitted within iwo (2) years after
the later of:
a. the date of the occurrence giving rise to the dispute; or
b. the date on which the objecting party learns of the occurrence giving rise to
the dispute.
The parties shall split the fees and reasonable expenses of the arbitrators. Each
party shall, however, pay its own experts, witnesses, legal counsel, and other costs
incurred in connection with preparing for and participating in arbitration.
The arbitrator's decision shall be made in writing on or before thirty (30) days
after the conclusion of the hearing on the matter unless the arbitrators request a
reasonable extension of time within which to issue their decision. In the event,
consent by each of the parties to one or mare such extensions of time shall not be
withheld unreasonably.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on the
latest of the signature dates specified below.
PICTOMETRY INTERNATIONAL, Corp.
S y:
Nar
Ti tl
Date: ! ~ C1 ___ Date: ~ ~$ nS
Licensee: l~l,t~
13 y:
Name: ~~ l ~ C~t~~~
Title: C~!-~ ~' ~PPt'zA~ ~~
Attachments:
NCAD ]1123104
Page 15 of 1S
030922
Schedule A: Description of Licensed Products
Schedule H: Charges for Images far Redistribution
Schedulc C: Digital Imagery Specif cations
Schedule D: Sectorized Map
Schedule E: Authorized Subdivisions
NCAD 11123!04 Page 16 of l6 030922
~ ,
SCHEDULE "A"
I) The following products shall be delivered to Nueces County Appraisal District ("Licensee"} by
Pictotnetry International Corp,:
A. Licensed Images procured with a 1 1 megapixel camera:
} Community images covering 1078 sectors of the Licensee as indicated on the attached map.
Each sector will have approximately:
a. 8 Ortho-rectified images.
b. 2 Oblique images,
c. 2 Oblique images taken from the opposite direction to (b) above.
Community Images will be taken when there is less than 30% leaf cover.
Community Oblique Image Price $37.50 per sector per year
Less 40% discount 15
$22.50 @ 1078 sectors = $24,255 per year
Ortho-rectified Community images
Na Additional Charge
2} Neighborhood Images covering 436 sectors of the Licensee as indicated on the attached
map. Each sector will have approximately:
a. 50 Ortho-rectified images.
b. 100 Oblique images. 16 each from four perpendicular directions.
Neighborhood Images will be taken when there is less than 30% ieafcover,
Neighborhood Oblique linage Price $262.50 per sector
Less 40% discount 105
$157.50 G 436 sectors = $b8,670 per year
Ortho-rectified Neighborhood Images
No Additional Charge
3) Approximately 1 orthorectifed mosaic the per sector, at approximately a I meter pixel
resolution, for the full County coverage area.
Community Mosaic =
No Additional Charge
4) images are to be delivered with an image size of approximately 6 MB.
CONFIf~ENTIAt,
Page I of A 06000 f
Pictomet t ~._ ' C.icensee~~r
~J!~-
~ ~ 4
5} Change Analysis Software
1 Department = $ 0 for unlimited seats in one department
B. US Census Bureau TIGER line files of County or a base map supplied by Licensee.
C, DE'~iS (Digital Elevation Models) -check one:
X U.S.G.S Digital Elevation Models {DEMs) {provided by Pictometry)
DEMs in format (provided by Licensee}.
Licensee DEMs must be provided tv Pictometry within 30 days of signing this
agreement.
Documentation: Pictometry International Carp. shall famish k digital copy of the Documentation
far the Licensed Software.
3. Training: Pictometry Internationa! Cote. shall conduct two End User orientation sessions of up to
2S people for employees of the Licensee or Authorized Subdivisions thereof at the Licensee's sito.
In addition there will be Advanced User technical training for one group ofup to 10 people using
Licensee computers.
~l. Telephone Support: Pictometry shall provide l0 hours of telephone support to the peaple 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 installation, along with a copy of the
updated documentation.
6. Federa[ Declared Hurricane DisASter Coverage - in the event of a category lI thru V (two through flue)
hurricane, Ptetometry shall provide aerial imagery of affected areas at na additional cost to the Licensee.
Pictometry shall use its best efforts to capture and deliver this imagery as soon as possible. Imagery shall be
available to Licensee for their use in accordance with the Pictometry [,icense Agreement. Affected areas
are determined by Pictometry and Pictometry will work with county and state governmental licensees and
request their additional input regarding their needs.
7. Annual Image License Fee afNinety Two Thousand Nine Hundred Twenty Five Dollars (92,925)
• This is the annual image license fee far the Images, Software, Documentation and
support.
• The initial duration of the License is two (2}years at the above Annual Fee.
• Revenue Share Opportunities for Licensee (all revenue to be applied as credits toward
Licensee's renewal}:
o If Pictometry sells the Licensee's Library to the Federal government. Licensee
will receive a License Renewal Credit equaling 10% of that sale.
a For any sales made through Pictometry Online (when linked from the Licensee's
website) Licensee will receive a License Renewal Credit equaling 10% of the
C'ONFIi]ENTTAL Page 2 of 4 060601
~~ ~
Pictometry ' Licensee_ ~ ~
Pictometry Online image sale "OR" for any sales made when linked rrom
Licensee's website - to Microsoft MapPoint, Licensee will receive a License
Renewal Credit equaling 50°ro of the image sale (this 50°io applies to sny and ail
sales of Licensee's Images on MapPoint).
This License will be converted into a perpetual License at the end of the initial term:
a Support for EFS for a perpetual License is 5% of the Annual Fee.
The annual cost ofthe Images is fixed For a period of two (2) years from the date of the
Licensee's original License Agreement with Pictometry, assuming the Images are taken
at the same frequency and there is no lapse of License.
After the initial two {2) years, the annual cost of the Images will not increase b,y more
than 10% in any one subsequent year.
8. Storage Media.
Licensee will make available on Licensee Server enough disk storage space to accommodate the
Licensed Images and Licensed Software. This is estimated to be 215 GB in a NTFS file system, in
other file systems the size may vary. Licensee will also provide a 100 iVlb/s network link to the
server. On delivery Pictometry shall copy the Licensed images and Licensed Software from
pictometry's computer to the Licensee server via the network connection.
Total Cost: The Total Cost of this License Agreement is One Hundred Eighty Five Thousand Eight
Hundred Fifty Dollars {$185,850), broken down as (allows:
First Year
Annua] Image License Fee $92,925
First YearTotal $92,925
Second Year
Annual [mage License Fee $92,925
Second Year Total $92,925
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.
!0. Payment: The Licensee shall remit to Pictometry International, Corp. twenty-five percent 12S°%,} of
the First Year Total Fee upon signing this Agreement after January 5th and the balance of the First
Year Total Fee within 45 days of the delivery ofall Licensed Software and Images, as specified in
this Schedule A. All delivery 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
delivery date. It is understood that the payment schedule is for the convenience of the Licensee.
All monies are consider Year total Fee willrrecei~e a 2°o digcountron that S cond Year Total Feeear
Total Fee with the Frrst
Fees past due for 30 days shall be charged a late fee of 1.5% per month.
Payment Breakdown:
Dawn payment due after January 25`x', 2007 = $Z~,?3 I
Halance of First Year Total Fee due an Image Library Delivery = $69,694
Page 3 of 4 U6r)61) I
COPfFIDENTiAL ry
Piciomelry~ ' Licensee ~~ v
Second Year Tata! I:ee due on one-year anniversary of delivery ~ $92,925
] .Delivery Schedule: The image capture process and the delivery date may be affected by weather
conditions or aircraft availability. Licensee will accept delivery within thirty (3U) days of
notification by Pictometry.
12. Recommended Minimum System Requirements for Electronic Field Study. A Pentium {1{with a
450 MHz processor, 12$MB memory minimum 256MBf recommended, Windows NTr2000rXP, a
video card with 4 MB rnemory capable of 1024 x 76$ resolution, 1UUMB NIC and SUM,B free disk
space for software.
l3. Support Services: Additional training and support services are available at the additional casts
listed:
Products & Services Price
At Implementation
-Additional user training sessions -End User or Advanced User. 5500`session
Past Implementation Training
-At Licensee )~ocation
-End User or Advanced User. $SOO~session*
-At I'ictometry
-Advanced User $SOOiPerson
. /Day
-Via the Internet ~350'Se~;ic~n
Post In~piementatian Technical Support
-Telephone Support for Licensee Support Contacts - 5 Hour Blocks SS00
-On Customer Site
-Senior Engineer -Per Hour, Min $ Hr. $20U
-Customer Support Engineer -Per Hour, Min 8 Hr. $ ~ ?5
Electronic Field Study Operations Manuals
- Printed Manuals ~5(t
• Plus meal, todgin~ and travel expenses
CONFIDENTIAL Pale 4 of 4 060601
Pictnmeiry,,~ Licensee ~~ 1`~
~~
SCHEDULE "B"
Charges for Image Reproduction
1. All Licensed Images provided pursuant to this License Agreement are and shall remain the
property of Pictometry International Corp. and shall contain ~ictometry's copyright notices.
2. Reproductions of individual (or limited quantities of) Licensed Images using the Licensed
Software, or reproduction or copying of the Licensed Images in any form by any outer means
by Licensee or an Authorized Subdivision thereof, shall be permitted for distribution to
Licensee's or Subdivision's constituency.
3. Licensee may charge reproduction fees ar no fees to the persons or entities receiving the
_ ]mages.
060601
COt~IFtDE~1TIAL
Not For distribution to third parties
SCHEDULE"C"
Di italIrna er S ecifcations
Dimensions and Resotution:
All values are approximates based on target height-over-ground. The actual values vary due to
elevation changes.
Individual Images:
Community Images
Obli ue Npminall2Inch
Footprrnt:
Front Line: 3,100 feet (94S meters)
Hack Line: 6,200 feet (1,890 meters}
Front to Back: 6,100 feet (1,860 meters)
Groutrd Sample Distance'
Front Line: 1.0 feedpixel (0.30 meters/pixel}
Middle Line: 1,4 feetlpixel (0.43 meterslpixel)
Back Line: ! .9 feet/pixel (0.58 tneterstpixel)
Ortho onal Nominal lOlnch
Faolprint.~ 2,900 x 2,300 feet (884 x 701 meters)
Ground Sample Distance: 0.$$ feet/pixel (0,2'7 meterslpixel)
Premiere Community Images
Obli ue Nominal9Inch
Footprint:
Front Line: 2,800 feet (850 meters)
Back Line: 4,000 feet (1,220 meters)
Front to Back: 3,500 feel (1,066 meters)
Ground Sample Distance:
Front Line:
0.70 feetlpixel (0.21 meters/pixel)
Middle Line: 0.85 feedpixel (0.25 meterslpixel)
Back Line: . 1.00 feet/pixe] (0.30 meters/pixel)
Ortho onal Nominal9lnch
Footprint.• 2,780 x 1,850 feet {848 x 564 meters)
Ground Sample Distance.• 0.69 feetr'pixel (0.21 meterslpixel)
Neighborhood Images
Obli ue Nominal S Inch
Footprint:
Front Line:
1,b00 feet {488 meters}
Hack Line: 2,400 feet (732 meters)
Front to Back: 2,200 feat (67 ] meters)
Ground Sample Distance:
Front Line:
0.4 feet/pixet (0. l2 meterslpixel)
Middle Line: D.5 feedpixel (0.15 meterslpixel)
Back Line: 0.6 feet/pixel (0.18 meters/pixel)
Ortho onal Nominal S Inch
Footprint: I ,650 x 1,100 feel (503 x 335 meters)
Grorrrtd Sample Distance: 0.42 Feet/pixel {D.IS meters/pixel)
CONFIDENTIAL Page 1 of 4 061212
Not for distribution to third parties
Premier Neighborhood Images
Obli ue Naminal4Inch
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 feeVpixel {0.1 1 meterslpixel)
Middle Line: 0.41 feet/pixel (0. I2 meterslpixel)
Back Line: 0.49feet.'pixel (0.15 meterslpixel)
Ortho Nominal 4 inch
Footprint.' 1,385 x 923 feet (422 x 281 meters)
Ground Sample Distance.• 0.35 feet/pixef (0. I I meterslpixel}
Sector Tlles.
One-Meter Sector Tiles
Footprint: 5,280 x 5,280 feet (1,609 x 1,609 meters)
Pixel Size: 3.28 feet/pixel (1.0 meterslpixel)
Source lmagery.• Community Orthogonal (] 2 and 9 inch) andbr Neighborhood Orthogonal (Premier and
Standard)
Radiometry.' Not radiometrically balanced, may have observable cut lines and could consist of imagery
taken over a period of several days.
File Size (Approx.): 8,000 KS {T]FF format)
One-Foot Quarter Sector Tiles
Footprint: 2,640 x 2,640 feet (805 x 805 meters}
Pixel Size: I.0 feet/pixel (0.3048 meters/pixel)
Source Imagery: Community Orthogonal (12 and 9 inch) and/or Neighborhood Orthogonal {Premier and
Standard)
Radiometry; Not radiometricaliy balanced, may have observable cut lines and could consist of imagery
taken aver a period of several days.
File Size (Approx. ): 20,900 KB (7']FF format)
Six-Inch Quarter Sector Tiles
Footprint; 2,b40 x 2,640 Feet (805 x 805 meters)
Pixel Sire: 0.5 feet/pixel (0.!524 meters/pixel)
Source lmagery.• Premier Neighborhood Orthogonal and/or Neighborhood Orthogonal
Radiometry: Not radtometrical]ybolanced, may have observable cui lines and could consist of imagery
taken over a period of several days.
File Size (Approx. ): 83,500 KB (TIFF format}
Custom Ortho-Mosaics:
Pictometry can create custom ortho-mosaics based on the resolution of the imagery captured. [f a custom ortho-
mosaic is desired, the full specifications will he spelled out in a separate addendum. ]t is important to note [hat 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 [he resolution of the
input imagery. [n other words, if you crease asix-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 ar exceeds the resolution requirements of any ortho-mosaics you need. Under-
samp]ing, for instance creating cone-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 crease an ortho-mosaic product that can be certified to a particular
accuracy. in general, ortho-mosaics From Pictametry's neighborhood orthogonal imagery can meet LAMAS 1:1200
{l.0-meter hM5 error at 45%conPidence 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 LAMAS 1:2400
CONFIDI~NT]AL Page 2 of 4 061212
Not For distribution to third parties
(2.D-meter R,YIS error at 95% confidence intetvai). 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 S ecificatitans:
4rtnot?ona~ Imams
Sensor Size Pixels: 4008 x Z67? (ar 32Da x 26?2 for some Community level imagery) in a
Landscape orientation.
Image Format Industry-standard image Format with proprietary image trailer, including JF1F (JPFG),
TIFF, and HMP.
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 !o lighting and cloud shadows.
Measurement Accuracy ~D.S% measurement error, excluding user pixel selection error
pixel Placement Accuracy Piclametry provides a visualization system and therefore does not certify image
accuracy. However, same 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 I.0-meter ItNIS error at a 95% confidence level {NMAS
1200) for orthogonal imagery over relatively flat terrain ar in areas with accurate
elevation data, and 2.0-meter ItMS 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,
Sensor Orientation Pictometry utilizes an IMU {Inertial Measurement Unit), ground station post-corrected
differential GPs, and Kalman filtering to achieve a high degree ofpositional and
directional accuracy.
Sensor Positional Accuracy mean 1 Scm absolute
Sensor Directional Accuracy 0.01 S degrees absolute {roll/pitch}
0.075 degrees absolute (heading)
Ortho-Rectification The images are ortho-rectified to back out the optical deviations of the capnrre system
and the variations due to elevation changes (utilizing the best DEM data available,
including customer provided DEM data), resulting in geographically square pixels
aligned to a rectilinear grid. This grid can be one of any number of coordinate
systems, including Latitude/L.ongitude, State Plane, UTM, and more. 'The desired
coordinate system should be specified in the contract, or a default coordinate system
will be used.
Image Export 1FIF (JPEG), TIFF, BMP
EFS software can be utilized to export the images into any of the above industry-
standard formats. The orthogonal images can optionally be re-projected during this
export process, and an associated geography Etle can be created as well for use in
importing the images into GIS mapping software.
Image Tiling Individual orthogonal images are edge-feathered and masaiced to produce orthogonal
image tiles with file 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 radiometricallybolanced or edge-matched.
CONFIDENTIAI, Page J of 4 061212
Nnt for distribution to third parties
Oblique Cmages
Sensor Slze Pixels: 4008 x 2672 (or 3208 x 2672 for some Community level imagery) in a
Landscape orientation.
Image Format Industry-standard image Format with proprietary image trailer, including JFIF (JPEG),
TIFF, and BMP.
Image Quality images will have an unobstructed view of the ground. !n controlled airspace around
airports, etc., and in areas of rapid elevation changes, the image footprint sites 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 visuali2ation system and therefore does not certify image
accuracy. however, some Pictometry customers have done their own certification oit
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°/a confidence level (NMAS
l :2400) for oblique imagery over relatively flat retrain or in areas with accurate
and 4.0-meter RMS error at a 95% confidence level (NMAS 1:4800)
elevation data
,
for more varied terrain ar in areas with.poor elevation data. However, Pictometry does
not guarantee these accuracies and your results may vary.
Sensor Orientation Pictometry utilizes an CMU (Inertial Measurement Unit}, ground station post-corrected
to achieve a high degree of positional and
i
filt
l
er
ng
man
differential GPS, and Ka
directional accuracy.
Sensnr Positional Accuracy mean 15cm absolute
Sensor 1)lrectionai Accuracy 0.015 degrees absolute (roll/pitch}
0.035 degrees absolute (heading)
Image Export JFIF (JPEG}, TIFF, BlvtP
E1=S software can be utilized to export the images into any of the ahove industry-
standard formats.
Notes
I . The existing National Map Accuracy Standards focus on conventional analog aerial photography products. When
used far digital mapping products, it is necessary to specify the approximate image scale (e.g. I: t 200) when stating
NMAS requirements.
2, Pic[ometry's orthogonal images provide the coordinate accuracy fulfilling most planemetric requirements, however,
Pictometry data is not intended far authoritative definitive mapping or surveying replacement. [f there is a need far
authoritative mapping products, additional work is required by licensed individuals in order to certify Pictomctry's
orthogonal imagery. Alternatively, a separate, authoritative orthogonal image capture can be done and those
orthogonal images used inside of Pictometry. Our oblique images are unique to Pictometry and are intended to
provide data not available elsewhere and lateral views with more visual information, such as building stock analysis.
In Pictometry the orthogonal and oblique images are linked For your convenience and additional study. With a Few
clicks you can Lind the revealing lateral views, height measurements, and other information afforded by the oblique
images while using the coordinate accuracy afforded by the orthogonal images.
CDNFID6NTIAL Page 4 of4 061212
Not for distribution to third parties
SCHEDULE "D"
Sector Map
Legend:
each square represents a square mile
The entire area is covered with our Community Imagery. Community is approximately
5000 feet with a 12 inch pixel for the Orthogonal Imagery and 14 inch pixel far the
Oblique imagery.
In addition, where the squares are green, this indicates our Neighborhood Imagery will be
flown in addition to the Community l~nagery. Neighborhood is approximately 2600 feet
with a 4 inch pixel for both the Orthogonal and Oblique Imagery.
See Schedule A and C for more detail on the imagery.
060b01
n ~
~,
SCHEDULE "D"
Sector Map
WtlfX
niCAr~~--~-...• -• p a~r,nia
\~ ~ q~ ~
;~l -
`- e~i'
_J MYW
' ~[OP~Ce D~ ACIDS " r -,
S Yf. ~jLL ~ A~tlFJL , ..
1 L• ~sa~11 ~ulalwe~`~+._.. 71V,7~+[ ,
ur_ f ,
rr-
w~~!
{~•
3 '~DFS
f roHC~'f~N
i .
;i.
r~•ne~c
w ~.~ ..
~• ~
Legend:
Each square represents a square mile
The entire area is covered with our Community Imagery. Community is approximately
5004 feet with a 12 inch pixel for the Orthogonal Imagery and 14 inch pixel for the
Oblique imagery.
[n addition, where the squares are green, this indicates our Neighborhood Imagery will be
flown in addition to the Community Imagery. Neighborhood is approximately 2600 feet
with a 4 inch pixel for both the Orthogonal and Oblique Imagery.
See Schedule A and C for more detail on the imagery.
060601
r
SCHEDULE "E"
Pictametry Ecana~nic A1Ciance Partnershi
1. Benefits
Imagery -- with Pictometry's EAP program the Licensee shall keep its imagery
Forever and Pictometry shall continue to provide the benefits listed below.
A Revenue Share Qpportunities for Licensee {a11 revenue to be applied as
credits toward Licensee's renewal):
a. If Pictometry sells the Licensee's Library to the I~ederal government,
Licensee will receive a License Renewal Credit equaling 10% of that sale.
b. Pictometry shall market Licensee's imagery on the Internet to consumers
and rebate Licensee on a 50/50 basis in the farm of credits toward future
License Renewals.
B Hurricane Damage Coverage -Pictometry shall image and quickly deliver
imagery of Licensee's coverage area that has been affected by level I1-V
Hurricanes at no additional cast to Licensee.
C Earthquake Damage Coverage -Pictometry shall image and quickly deliver
imagery of up to 200 square miles of Licensee's coverage area that has been
declared a national disaster by the Federal Government at no additional cost to
Licensee.
D Tornado Damage Coverage -Pictometry shall image and Quickly deliver
imagery of Lic;ensee's coverage area that has been affected by level F4 and
above Tornados at no additional cost to Licensee.
E Terrorist Damage Coverage- Pictometry shall image damage due to
terrorism up to 200 sq miles at no additional cost to Licensee.
F Software Installation and Maintenance Casts -During the terra of this
License Agreement, Pictometry shall provide Licensed Software to Licensee
at no charge for software and no charge for maintenance.
G Marketing -Pictometry shall (only at Licensee's written direction) market
Licensee's GIS layers and share the revenue with Licensee on a 50150 basis.
061(}t} I