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HomeMy WebLinkAbout2011-162 O 23` ICo� 1 ! PICTOMETRY INTERNATIONAL CORP . 8 L GENERAL LICENSE TERMS AND CONDITIONS aol f I (p ; THIS AGREEMENT is made as of the date set forth below (the " Effective Date") by and between Pictometry International , Corp . , a Delaware corporation with offices at 100 Town Centre Drive, Suite A, Rochester, NY 14623 ('Pictometry " ) , and Indian River County, FL with offices located at 1800 27th Street, Vero Beach, FL 32960 (the " Licensee " ) . Intending to be legally bound, Pictometry and the Licensee (each a " party") hereby agree : 1 . ARTICLE — DEFINITIONS for purposes of this Agreement: 1 . 1 " Pictometric Licensed Images " (" Licensed Images" ) means orthogonal and oblique digital images of portions of the earth ' s surface, captured from airborne platforms using Pictometry ' s patented and proprietary hardware and software capture system. 1 .2 " Community Images " ( " Cl " ) means a set of views, each covering an entire Image Sector. One view from directly overhead and other views from different oblique angles . 1 .3 " Neighborhood Images " (" NI " ) means a set of overlapping, orthogonal and oblique views blanketing the entire sector, providing for a higher degree of detail than Community Images. 1 .4 " Image Sector" means a portion of an image collection project and defined as approximately one square mile in area. 1 .5 " Geographic MetaData " (" Metadata") means data supplied by Pictometry that is captured from airborne platforms using Pictometry ' s patented and proprietary hardware and software capture system. 1 . 6 " Electronic Field Study " ( " EFS " ) means, a proprietary software and file structure package that allows for the display, navigation, measurement, annotation and analysis of Pictometric Licensed Images. 1 . 7 " Pictometry Licensed Software" (" Licensed Software" ) means any proprietary software provided by Pictometry. This includes, but is not limited to, programs such as EFS and Change Analysis and program modules such as 911 or GIS integration / interfaces. el 1 .8 " Image Warehouse " (" IW" ) means . a hierarchical storage system of Pictometric Images, as well as data and elevation models, that allows fast, random access by geo-location . 1 .9 " Digital Elevation Model " ("DEM" ) means a general definition fora file containing ground elevation data. This may be a digital elevation model, a digital terrain model, or a reflective surface model and is meant to encompass all means of production, including LIDAR and stereo pairs. 1 . 10 " Licensed Documentation " (" Documentation " ) means written and/or electronic materials containing instructions and other information related to the use of the Licensed Images and the Licensed Software: 2 . ARTICLE — GENERAL 2. 1 Licensed Products. This Agreement pertains to the particular Images described in Schedule A and attached to this Agreement (the " Licensed Images " ), the particular copies of the Software listed in Schedule A (the " Licensed Software" ), the associated Metadata (the "Licensed Metadata"), and the DEM described in Schedule A attached to this Agreement (the " Licensed DEM " ), all of which, along with the Documentation , are together referred to as the " Licensed Products . " The terms and conditions of this Agreement may also apply to other products or .services that may from time to time be licensed from Pictometry by the Licensee . 2.2 System Installation . Pictometry shall install a copy of the Licensed Products on storage media either provided by Licensee or purchased from Pictometry, as specified in Schedule A. With the assistance of Piciometry, the Licensee will install the Licensed Products from that media onto computers, including server computers. The Licensee will be responsible for assuring that the computer system being used for these purposes will satisfy the minimum system requirements set forth on Schedule A. Licensee and its Authorized Subdivisions (as provided in Section 2 . 3 ) may use and execute the Licensed Software for official purposes only. 2 .3 Licensee May Authorize Subdivisions and Users. The Licensee may authorize any department, sub unit, or location within the Licensee (hereinafter " Authorized Subdivisions" ) to have the Licensed Products installed on computers owned (or leased) and used by those Authorized Subdivisions . The installation of the Licensed Imagery and EFS, and the training of the Licensee and Authorized Subdivision Personnel ("Authorized Users"), may be , performed only by Pictometry or by the Licensee ' s employees who have received special training from Pictometry. All Authorized Subdivisions and Authorized Users shall operate under this Agreement as agents of the Licensee and comply with all obligations of Licensee with respect to the use and distribution of the Licensed Products, and Pictometry may look to the Licensee alone for assuring compliance with the terms and conditions of this Agreement. Licensee agrees : (a) that it will not allow any persons other than Authorized Users to use or operate, or to have any other access to , any of the Licensed Products (other than as described in Article 3 . 1 of this Agreement), (b) that it will not allow access to any of the Licensed Software except through Licensee and Authorized Subdivisions workstations, and (c) that it will cause all Authorized Users to comply with all of the terms, conditions, and limitations applicable to the Licensee under this Agreement. 3. ARTICLE - GRANT OF LICENSE 3. 1 License Grant, Uses and Certain Fees. In consideration for the payment of the License Fees provided for in Article 4 below, and subject to the other terms and conditions of this Agreement, Pictometry hereby grants to Licensee, and Licensee hereby accepts, a nonexclusive, nontransferable, limited license (the " License " ) for the following : (a) Installation . To install the Image Warehouse on servers and install related Licensed Products on workstations, all of which shall be owned (or leased) by, shall be located on the owned or leased property of, shall be under the control of, and shall be used only by the Licensee or by Authorized Subdivisions . None of the Licensed Products (except Licensed Images) shall be accessed except through such designated servers and workstations . (b) Documentation . To copy and use the related Documentation included in the Licensed Products in connection with the activities described in this Section 3 . 1 . (c) Uses. Through Authorized Users only, to use and operate the Licensed Software on those designated servers and workstations in the conduct of the public business of the Licensee, or of the Authorized Subdivisions, and to use the Licensed Products in the following activities (and no others) : ( 1 ) For Internal Business . To use and execute the Licensed Products for internal pursuit of its or their public responsibilities . Page 1 of 5 05012009b (2 ) For Persons Doing Business With Licensee ("Project Participants") . Under the supervision of Authorized Users, allow representatives of persons doing business with the Licensee or an Authorized Subdivision on Licensee Projects (defined below) to use and execute the Licensed Software at the Licensee ' s or Authorized Subdivisions ' facilities only. For these purposes, " Licensee Projects shall mean any plan or effort, tangible or intangible, such as construction, real estate disposition, facilities management, environmental studies, or public information brochures or notices used or to be used by the . Licensee or an Authorized Subdivision in pursuit of its public responsibilities. The Licensee or Authorized Subdivisions shall cause each Project Participant to agree to use the hard copies (orjpg copies) of Licensed Images solely in connection with the Licensee ' s or Authorized Subdivision ' s Project. (3 ) For Public Use. Through Authorized Users only, to use and execute the Licensed Software solely for the purpose of making hard copies and/or digital copies of Licensed Images for persons desiring them (which copies may contain annotations of information stored in the Licensed Software and related to the property shown). Reproductions of individual ( or limited quantities of) Licensed Images using the Licensed Software, or reproduction or copying of the Licensed Images in any form by any other means by Licensee or an Authorized Subdivision thereof, shall be permitted for distribution to Licensee ' s or Subdivision ' s constituency and/or public users. Licensee may charge reproduction fees or no fees to the persons or entities receiving the Images . The foregoing not withstanding, Licensee may not distribute images directly or indirectly to Google or Google Affiliates . 3.2 Limitations on License . Licensee agrees : (a) that nothing under this Agreement authorizes it to engage in any service bureau work, to exercise or provide any multiple-user license, or to enter into any time-sharing arrangement, except as expressly authorized with respect to Authorized Subdivisions, (b) that Licensee will not authorize or allow any remote access , by any unauthorized persons, to the Licensed Products except as expressly provided in this Agreement for Licensee and Authorized Subdivisions workstations, (c) that Pictometry shall not be obligated to revise, improve, or otherwise change the Licensed Software in any way, (d) that the Licensee is responsible for selecting Authorized Users who are qualified to operate the Licensed Products on licensee workstations and are familiar with the Licensed Products and trained as provided in . Section 2 .3 , (e) that the Licensee and its Authorized Subdivisions may not copy, download, store, publish, transmit, transfer, sell , or otherwise install or use the Licensed Products (except for Licensed Images) in any form or by any means, except ( i) as expressly permitted by this Agreement, ( ii ) with Pictometry's prior written permission, or (iii) to the extent not expressly prohibited by this Agreement, as allowed under the fair use provision of the Copyright Act ( 17 U . S . Ce § 107) . Licensee agrees that it will deliver to all recipients of any hard copies, and to any other persons who may have access to any of the Images, all such disclaimers and other information so as to assist those persons in understanding the limitations on the accuracy of the information developed through the Licensed Products. For purposes of this Agreement, service bureau work shall be deemed to include, without limitation , use of the Licensed Products to process or to generate output data for the benefit of or for purposes of, rendering services to , any third party over the Internet or other public communications medium . Authorized access through designated servers and workstations includes remote access by Licensee ' s employees for the business/governmental purposes of . Licensee . 3.3 Pictometry ' s Reserved Rights . Pictometry reserves the right, at its sole discretion and without liability to Licensee, to create new versions of, or modules, with additional functionality for any part of the Licensed Products, which may be acquired on a nonexclusive basis by Licensee under a separate agreement. Pictometry may, in addition, produce upgrades to enhance operations of the Licensed Products, which will be supplied without additional cost to Licensee during the initial term of this License Agreement. 4. ARTICLE - LICENSE FEES 4. 1 License Fees. In consideration for the License, and subject to the other terms and conditions of this Agreement, the Licensee hereby agrees to pay to Pictometry the fees described on Schedule A (altogether the "License Fees") and payment shall be made as provided in Schedule A. Any tax, including sales tax, is in addition to the License Fees and is the responsibility of the Licensee unless documentation of tax exemption is provided to Pictometry . All License Fees shall be earned on the date Licensed Products are shipped . For the convenience of the Licensee, the payment of these fees may be spread over the initial term of this Agreement as provided on the attached Schedule A. 5. ARTICLE - OBLIGATIONS OF LICENSEE 5. 1 Geographic Data . If available, Licensee agrees to provide to Pictometry geographic data in industry standard format, shape, DBF, etc . , including digital elevation models, street centerline maps, tax parcel maps, centroids, etc. , which data, to the extent practicable, shall be incorporated into the Image Library licensed to the Licensee. Licensee agrees that any of this data that is owned by the Licensee, may be distributed by Pictometry with the Image Library that is used in the Pictometry On-Line product and in licensing the Image Library to other licensees . At no time shall Pictometry claim ownership of that data. 11 5.2 Notification . Licensee will : (a) notify Pictometry in writing of any claim or proceeding involving any of the Licensed Products within ten ( 10) days after Licensee learns of the claim or proceeding; and (b) report promptly to Pictometry all claimed or suspected defects in any Licensed Product, 6. ARTICLE - ASSIGNM,ENT 6. 1 General . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns, but shall not be assignable by either party except as provided in Sections 6 .2 and 6 . 3 below. 6.2 Assignment By Licensee. This Agreement will not be assignable by Licensee, and Licensee may not delegate its duties hereunder without the prior written consent of Pictometry. 6.3 Assignment By Pictometry. Pictometry shall have the right to assign its rights to receive License Fees under this Agreement, but no such assignment shall affect Pictometry' s obligations hereunder. In addition, Pictometry shall have the right to assign all its rights to any person or entity, provided the assignee has assumed all of Pictometry' s obligations under this Agreement. Except as provided above in this Section 6 . 3 , this Agreement will not be assignable by Pictometry. 7. ARTICLE - DURATION AND TERMINATION OF LICENSE 7. 1 Initial Term . The initial term of this Agreement shall commence upon the shipment of substantially all of the Image Warehouse and the initial term shall expire as indicated on Schedule A, unless the parties enter into a written agreement extending that initial term. At the end of that initial term of this Agreement, and after all License Fees for the initial term have been paid, this License shall automatically convert to a royalty—free, perpetual license and Pictometry shall allow the Licensee to keep, use, and operate the Licensed Products forever. Licensee will be responsible for ongoing support/maintenance/upgrade fees for this Perpetual License unless the Licensee has renewed this License for additional Image Libraries . Under the Perpetual License, Licensee ' s obligations under this agreement shall continue in perpetuity except for its Page 2 of 5 05012009b obligations to pay License Fees . Pictometry shall have no obligations under this Agreement except for those with regard to the additional Support, Upgrades and Maintenance for their Licensed Software. If Licensee renews this License Agreement for an additional term, all support, upgrades and maintenance on Licensed Products under a perpetual license shall be - provided at no charge to Licensee during the term of the renewal . Effective as of the expiration of the initial term as provided in Schedule A, Licensee will no longer be able to add images to the existing Image Library unless a renewal occurs . 7.2 Termination for Cause. This Agreement may be terminated by either party in the event that the other party has failed to perform a material obligation , or has otherwise breached a material term of this Agreement, and `if that other party has failed to cure that failure . or breach within thirty (30) days after receipt of written notice thereof from the other party . 7.3 Effect of Termination . Upon termination of this Agreement as provided in Section 7 . 2 above, Licensee shall immediately cease any and all further use of the Licensed Products and shall promptly purge all copies of the Licensed Products from all computers and workstations on which any of them may be stored or available at the time. Within thirty (30) days of the date of termination of this Agreement, Licensee shall . also pay Pictometry all amounts, if any, due hereunder. The provisions of. Articles 6, 7 , 8, 9 and 10 of this Agreement shall survive any termination of this Agreement. 8. ARTICLE - INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP 8. 1 Licensed Products. The parties acknowledge and agree that Pictometry shall have and retain sole and exclusive ownership and all right, title, and interest in and to any Licensed Images, Licensed Metadata, Licensed Software, Licensed DEM and Licensed Documentation provided under this Agreement and all copyrights, patents, trademarks, trade names, logos, trade secrets, and other proprietary rights in or associated with each of the Licensed Products (altogether the " Proprietary Rights" ) . Licensee agrees ; (a) that it will never assert or claim any interest in, or do anything that may adversely affect the validity of, or infringe on, or affect Pictometry ' s right, title, and interest in, any Proprietary Right, and (b) that it will use reasonable efforts to protect the Proprietary Rights, including placing or maintaining all copyright, patent, and other notices . and other indications of Pictometry's ownership thereof on all Licensed Products and on all copies of Licensed Images and all other property of Pictometry when instructed by Pictometry, and (c) that it will notify Pictometry promptly after learning about any actual or suspected breach of any Proprietary Rights . 8.2 Use of Pictometry' s Marks . Licensee agrees not to attach any additional trademarks, trade names, logos or designations to any Licensed Products or to any copies of any of the Licensed Images without prior written approval from Pictometry. Licensee may, however, include a Licensee seal and Licensee ' s contact information so long as the seal and contact information in no way obscure or deface the Pictometry marks. Licensee further agrees that Licensee will not use any Pictometry trademark, trade name, logo, or designation in connection with any product or service other than the Pictometry Licensed Images and the other Pictometry Licensed Products. Licensee ' s nonexclusive right to use Pictometry ' s trademarks, trade name, logos, and designations is coterminous . with this Agreement. 8 .3 Electronic and Other Publishing. Except as provided in Article 3 . 1 of this Agreement, Licensee is specifically prohibited from publishing . any Licensed Products (other than Licensed Images) in any way, whether separately or as part of any other publication. For these purposes, publishing includes , making available on the Internet or World Wide Web or any other general access electronic network, method or medium . 8.4 Confidentiality of Licensed Products . The Licensed Products are commercially valuable, proprietary products owned by Pictometry, the design and development of which reflect an investment of considerable time, effort, and money. The Licensed Products are treated by Pictometry as confidential and contain substantial trade secrets of Pictometry. Licensee agrees that it will not disclose, provide a copy of, or disseminate the Licensed Products (other than Licensed Images) or any part thereof to any person who does not need to obtain access thereto consistent with Licensee's rights and obligations under this Agreement. Licensee agrees to use its best efforts to assure (a) that all its personnel , and any others afforded access to the Licensed Products, will protect the Products against unauthorized use, disclosure, copying, and dissemination, and (b) that access to the Licensed Products and each part thereof will be strictly limited . Licensee understands that Pictometry does not disclose source code and Licensee agrees that it will take all reasonable actions to assure that persons who might access the Licensed Software will not " unlock" or ." reverse engineer" any part of the Licensed Software so as to find or uncover the source code or other trade secrets included therein . 9. ARTICLE - LIMITED WARRANTY ; DISCLAIMER OF WARRANTIES ; LIMITED REMEDIES 9. 1 Limited Warranties. Pictometry warrants that the Licensed Images and the Licensed Products installed by Pictometry on any Authorized Workstation supplied by Licensee pursuant to this Agreement will be true and usable copies as of the date of capture . Upon notice to Pictometry of any breach of that warranty, Pictometry will use its reasonable efforts to correct the problem so as to allow the Licensed Products . to produce Images and related data that are usable for the general purposes intended . The foregoing warranty is the sole and exclusive warranty that Pictometry makes with respect to the Licensed Products, and the remedy set forth above is the sole and exclusive remedy for breach of that warranty. 9.2 Disclaimer of Other Warranties . Except as provided in Section 9 . 1 above, EACH OF THE LICENSED PRODUCTS IS PROVIDED TO LICENSEE " AS IS " AND "WITH ALL FAULTS . " PICTOMETRY MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY , ALL IMPLIED WARRANTIES , INCLUDING BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY , AND NONINFRINGEMENT, ARE HEREBY DISCLAIMED AND EXCLUDED BY PICTOMETRY . 9.3 Limitations and Exclusions of Remedies. The remedy set forth in Section 9. 1 is the sole and exclusive remedy provided for breach of the . warranty given. With respect to any other claims that Licensee may have at any time against Pictometry on any matter relating to this Agreement, or the installation, operation, design, distribution, or use of the Licensed Products, the total liability of Pictometry shall in the aggregate be limited to the aggregate amounts of money that Licensee has paid to Pictometry under. this Agreement. In addition, because of scheduling and other considerations in preparing current Licensed Images, Pictometry cannot assure delivery of the Licensed Products on a specified delivery date, and Pictometry shall not be liable for any such late delivery except in a case of its gross negligence or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE * LIABLE, UNDER ANY CAUSE. OF ACTION OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE LICENSED PRODUCTS , OR IMAGES (INCLUDING UNDER THEORIES INVOLVING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR BREACH OF WARRANTY), FOR ANY LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY OR BY ITS CUSTOMERS OR OTHERS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES . 9.4 Imagery Specifications . Ground Sample Distance (" GSD") may be affected by Air Traffic Control or terrain restrictions . Images shall have Page 3 of 5 05012009b an unobstructed view of the ground . In controlled airspace around airports (and other areas) and in areas of rapid elevation changes, the image footprint sizes and resolutions may vary . There may be varying degrees of ground illumination and color variations due to lighting and cloud shadows. Pictometry' s Orthogonal .images provide the coordinate accuracy fulfilling most planemetric requirements . Pictometry data, however, are not intended for authoritative or definitive mapping or surveying replacement. If there is a need for authoritative mapping products, additional work is required by licensed individuals in order to certify Pictometry's orthogonal imagery . 10. ARTICLE - GENERAL 10. 1 Entire Agreement. This Agreement, which includes the attached Schedules, contains the entire agreement between the parties and supersedes all written or oral agreements, descriptions, representations, and understandings with respect to the subject matter hereof. Where differences occur between the main body of the Agreement and the attached Schedules, the Schedules shall supersede the Agreement. Licensee acknowledges that it is not entering into this Agreement on the basis of any representations not expressly contained herein . Any modifications of this Agreement must be in writing and signed by a duly authorized officer of each party. 10.2 Rights of Others. This Agreement is solely intended to provide rights to and be enforceable by Pictometry and Licensee (including its Authorized Subdivisions) . No other person shall acquire or enforce any rights or any representations or warranties given under this Agreement . 10.3 Waiver. The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind . 10.4 Notices. All notices and demands hereunder shall be in writing and shall be delivered by personal service, mail, courier service, or confirmed facsimile transmission at the address of the receiving party set forth below (or at such different address as may be designated by one party by written notice to the other) . All notices or demands by mail shall be sent by certified or registered United States mail, return receipt requested, and all notices and demands shall be deemed complete upon receipt. If to Licensee : If to Pictometry : Company : Indian River County Company : Pictometry International , Corp . Address : 180027 th Street Address : 100 Town Centre Drive, Suite A Vero Beach, FL 32960 Rochester, NY 14623 Attention : Will Rice Attention : Carol DeVico Email : write a.,irc oe`v. com Email : Carol .Devicorci� Pictometr} com Phone : (772) 226 - 1609 Fax : Phone : (585 ) 486-0093 Fax : (585 ) 486-0098 If to Licensee Billing : If to Pictometry Billing : Company : Indian River County Company : Pictometry International , Corp. Address : 180027 1h Street Address : 100 Town Centre Drive, Suite A Vero Beach, FL 32960 Rochester, NY 14623 Attention : Attention : Accounts Receivable Email : Email : AccountsReceivable(a I' ictometrv . com Phone : Fax : Phone : • ( 585 ) 486-0093 Fax : (585 ) 486-0098 10.5 Export Control. Licensee agrees to comply fully with the export laws and regulations of the United. States Government with respect to the Licensed Products supplied by Pictometry. Accordingly, Licensee agrees that all technical data, software, or other information or assistance (other than publicly available information) furnished by Pictometry, and any product thereof, shall not be re-exported by Licensee, or its authorized transferees, if any, directly or indirectly from the United States unless explicitly permitted by U . S . export control laws and regulations. These obligations of the Licensee shall survive any satisfaction, termination, or discharge of this Agreement. 10.6 Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect. 10 .7 Force Majeure. Pictometry shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond Pictometry's reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, failure to obtain export licenses or shortages or delays of transportation, facilities, fuel , energy, supplies, labor or materials . In the event of any such delay, Pictometry may defer the delivery of Licensed Products for a period equal to the time of the delay. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on the latest of the signature dates specified below. PICT RY INTERNATIONAL , Corp . Licensee Name : Indinn River cniintV slogfti •y By : see Name : WISH K • SalPlxti Name : Bob Solari � ' G' Title : c, g. U P o � rI , Am CG Title : Chairman ���:,Y_ ,�.�•� Address : 100 Town Centre Drive Suite A Address : 1800 27th Street s•�a4;PAN"RN ��oJ• Rochester, NY 14623 Vero Beach; FL 32960 Page 4 of 5 05012009b Date : Date : August 16 , 2011 Attachments : Schedule A: Description of Licensed Products — Must be initialed by Licensee Schedule B : EAP — Economic Alliance Partnership Schedule C : Imagery Specifications ( if attached) APPROVED AS TO FORM Schedule D : Sectorized Map - Must be initialed by Licensee AND LEGAL SU IE CY NOTE : "Notices " information must be entered in Article 10 . 4 of this Agreement. SY —le ooet ALAN S. OLACKWICH COURT ATTORNEY a Jose h A . sio J, Co ply �?,d�93 � � � t �' ?���' Page 5 of 5 05012009b SCHEDULE "A" 1 . The following products shall be delivered to Indian River County, FL ("Licensee") by Pictometry International Corp . : A. Licensed Images procured with a 16 megapixel camera ( as listed below and also portrayed on the attached Schedule D — Sectorized Map) : 1 ) ELITE Four Way Neighborhood Images ( N5) covering 273 sq mi ( 1 sq mi = 1 sector) of the Licensee as indicated on the attached map . Premier Neighborhood Images are nominal 4" GSD . Each sector will have approximately : a . 52 Ortho-rectified images and your choice for the following (please check if mosaic is desired) one 1 -meter standard mosaic sector tile for each ortho sector XX one 1 -meter standard area-wide mosaic(s) ( area-wide mosaic in ECW format — MRSID available for an additional charge - see section B below) b . 104 Oblique images from four perpendicular directions ELITE Neighborhood Images ELITE NEIGHBORHOOD Image Price $ 674 . 00 per sq mi Less 40 % EAP Discount 274 . 00 $ 400 . 00 @ 273 Sq mi = $ 109,200. 00 Be. Pictometry images ( individual frames) are delivered in Pictometry . PSI and . PMI format (JPG combined with a meta-data trailer) . For each sector that includes ortho imagery (Community or Neighborhood ) , Pictometry includes a 1 m ortho sector mosaic tile created from the individual ortho frames in JPG with a world file and separate trailer, minimal overlap , projected in State Plane , NAD 83 , feet unless the projection is stated otherwise (other projection desired : ) . These 1 m Ortho Sector Tiles are primarily for use in EFS . C . Flights to start November 1 , 2011 and be completed no later than January 15, 2012 , weather and ATC (Air Traffic Control ) permitting . Final delivery of products to Indian River County shall be sixty (60) days after the last day of image capture, and is anticipated to be by March 15, 2012 D . Ancillary Products: 1 ) Change Analysis Software 1 Countywide License = $ 0 . 00 2) Modules to allow EFS to interface with E-911 systems (note: this fee allows the interface but does not cover the actual integration. E911 service provider will handle the integration and may charge additional dollars for this service) UNLIMITED PSAPs @ $ 10001seat minus 25.% discount = $ 0 . 00 3) Images are to be delivered with an image size of approximately 3-5 MB . E . US Census Bureau TIGER line files of County or a base map supplied by Licensee . F . DEMS (Digital Elevation Models) - U . S . G . S Digital Elevation Models ( DEMs) ( provided by Pictometry) XXX DEMs in LiDAR format ( provided by Licensee) Licensee DEMs must be provided . to Pictometry within 30 days of signing this agreement, or a re processing fee may be charged . CONFIDENTIAL Page4,of3 05012009a Pictometry Licens 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 per training session , for employees of the Licensee , or Authorized Subdivisions thereof, at the Licensee's site and using Licensee computers . In addition there will be one ( 1 ) Advanced User technical training for one group of up to 10 people using Licensee computers . Pictometry also provides one Administration I IT training session designed to provide the administrators of the Pictometry image library with the knowledge they will need to manage and distribute access to the Pictometry solution . This session is done remotely using online tools such as GotoMeeting . 4 . Telephone Support: Pictometry shall provide ten ( 10) hours of telephone support to people who have completed the Advanced User Technical Training and who are individually identified by Licensee . 5 , Existing Library : On execution of this agreement, Pictometry shall deliver to the INDIAN RIVER COUNTY the existing libraries of imagery of Indian River County in Pictometry' s possession . Such delivery shall be made in both PAR and standard format. 6 . Self Hosted POL : Per the attached order form for Self Hosted .POL, Indian River agrees to deploy Self Hosted POL. T PAR Library Deliveries : For this and each subsequent delivery, Pictometry International . Corp . shall deliver a separate library in PAR format for use within Self Hosted POL. 8 . SURVEYOR ACCURACY REPORT : A copy of a Surveyor Report containing all required accuracy statements and certifications prepared by a Florida licensed Surveyor shall be delivered to the Licensee . 9 . Governing Law/Legal Proceedings . This agreement shall be governed by and interpreted in accordance with the laws of the State of Florida . Venue for any proceedings arising out of or relating to this agreement shall be in Indian River County, Florida 10 . 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 . 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 initial date of shipping of the ' EFS software , along with a copy of the updated documentation . 11 .. License Fee of One Hundred Nine Thousand Two Hundred Dollars ($ 109,200 . 00 ) • This is the 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 , Support and Upgrades for Licensed Software shall be continued by: o Entering into a new license for new images , or o Paying an annual Support and Maintenance Fee of 5% of the Annual License Fee shown above . • Pictometry Economic Alliance Partnership (EAP) — Licensee shall be eligible for the Pictometry Economic Alliance Partnership as outlined on Schedule B . The EAP Program described on the attached Schedule B shall stay in effect for a two (2) year term . EAP coverage beyond that two year term shall be based on the then prevailing EAP Program . • The annual cost of the Images is fixed for a period of one ( 1 ) year from the date of this License Agreement to provide consistency in pricing should the Licensee wish to amend the Schedule A to purchase annual imagery (an additional set of images on the one year anniversary of this License) . . 12 . Storage Media . Delivery media will be Two (1 ) 1 TB storage devices provided by Pictometry. Licensee will make available on Licensee Server enough disk storage space to accommodate the Licensed Products . This is estimated to be GB in a NTFS file system (size may vary in other file systems) . 13 . Total . Cost: The Total Cost of this License Agreement is One Hundred Nine Thousand Two Hundred Dollars ($ 109 ,200. 00) broken down as follows : CONFIDENTIAL Page of 3 05012009a Pictometry Licens Total Cost License Fee $ 109 , 200. 00 Delivery Media ( 1 ) $ 0. 00 Change Analysis $ 0 . 00 E911 Fee $ 0 . 00 - Total $ 1Q9 14 . 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, including sales tax, unless a tax exempt certificate is submitted to Pictometry. 15. Payment: The Licensee shall remit to Pictometry International , Corp , twenty-five percent (25 % ) of the Total Fee upon signing this Agreement and the balance of the 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 . 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 = $ 27 , 300 . 00 Amount Due on Image Library Shipment= $ 81 ,900 . 00 16 . 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 . 17 . Recommended Minimum System Requirements for Electronic Field Study . A Pentium Ill with a 450 MHz processor, 256MB memory minimum 512MB+ recommended , Windows 2000/XP , a video card with 4 MB memory capable of 1024 x 768 resolution , , display color of 24bit or higher, 100MB NIC and 50MB free disk space for software . 18 . Training and Support Services : Additional training and support services are available to Licensee at the then prevailing prices . CONFIDENTIAL Page 3 f` 3 05012009a Pictometry Licens SCHEDULE "B " Pictometry Economic Alliance Partnership (EAP benefits apply to the initial term of the License Agreement as noted on Schedule A) 1 . Benefits A. Imagery — with Pictometry ' s EAP program the Licensee shall keep its imagery forever, the EFS Software and Image License becomes perpetual at the end of the term of the License Agreement . • Ortho Imagery — With the purchase of Pictometry Oblique Imagery, Licensee receives Ortho Imagery at no additional charge • Ortho Mosaic Imagery — With the purchase of Pictometry Oblique Imagery, Licensee receives Ortho Mosaics at no additional charge, including an area-wide Mosaic of all imagery captured . B . Disaster Coverage at No Additional Charge — Pictometry ' s proven background in rapid response image capture , processing, and delivery .is unmatched . Cities, Counties and States can benefit from Pictometry ' s expertise . Pictometry will image up to 200 sq mi of affected areas of Federally Declared Disasters caused by Hurricanes (category 2 and above ), populated areas affected by fires, terrorist attacks , Tsunami and Earthquakes at no charge . Affected areas are determined by Pictometry and Pictometry will work with county and state governmental licensees and request their additional input regarding their needs . Note : There is no wait for a Federal Declaration under the following circumstances : • Hurricane Coverage at . No Cost — Pictometry will capture and quickly deliver imagery of affected areas of Category Il hurricanes and above to your city, county or state at no additional expense . Coverage for hurricanes below this category may be arranged at reduced EAP rates . • Tornado Coverage at No Cost — Pictometry will capture and quickly deliver. imagery of areas impacted by Tornados with ratings of EF4 and above to your city, county or state at no additional cost . Coverage, for tornados below EF4 , may be arranged at reduced EAP rates . • Terrorist Coverage at No Cost — Pictometry will capture and quickly deliver imagery of damage due to terrorist attack for up to 200 square miles at no additional cost . Software — Use of Pictometry Change AnalysisTM or Web Deployment of Disaster Imagery — Pictometry ' s Rapid Response Program includes the use of our ready-to-use , unique Change Analysis software for ninety days . The powerful Change Analysis software simultaneously compares pre and post disaster images to make recovery and restoration efforts more effective and efficient . Pictometry Web Deployment of disaster imagery may also be available at no charge for ninety days . Co Enterprise-wide Infrared Software at No Additional Charge — Pictometry will provide Eco-ViewTM , an easy-to-use Infra- Red Software solution , at no additionalcharge when you purchase Pictometry ' s Near Infra- Red imagery . D . Software Installation and Maintenance Costs on During the initial term of the Pictometry License Agreement, Pictometry shall provide Licensed Software to Licensee with no charge for upgrades , maintenance or support under License ' s EAP . At the end of the term of the Software License Agreement, the license for software and imagery becomes perpetual . Support for the Perpetual Licensed Software may be continued at no charge with . the signing of a License Agreement with EAP Program for another Image Library , E . Marketing — Pictometry will market your GIS Layer data to Pictometry ' s many business partners only upon your written request. Revenue derived from . this sale shall be split 50/50 between Licensee and Pictometry . Pictometry initial Licensee initial : 05012009 SCHEDULE " C " Digital Imagery Specifications Dimensions and Resolution : All values are approximates based on target height-over-ground. The actual values vary due to elevation changes . Individual Images : Premier Community Images C5 Oblique (Nominal 12 Inch) Footprint: Front Line : 4 ,200 feet ( 1281 meters) Back Line : 6 , 000 feet ( 1829 meters) Front to Back: 5 ,250 feet ( 1600 meters) Ground Sample Distance: Front Line : 0 . 9 feet/pixel (0 . 27 meters/pixel) Middle Line : 1 . 0 feet/pixel (0 . 31 meters/pixel) Back Line : 1 . 2 feet/pixel (0 . 37 meters/pixel) C5 Orthogonal (Nominal 12 Inch) Footprint: 4 , 200 x 2 , 800 feet ( 1281 x 854 meters) Ground Sample Distance: 0 . 9 feet/pixel (0 . 27 meters/pixel) Premier Community Images C3 Oblique (Nominal 12 Inch) Footprint: Front Line : 4 , 500 feet ( 1372 meters) Back Line : 9 , 100 feet (2 774 meters) Front to Back : 7 ,000 feet (2134 meters) Ground Sample Distance: Front Line : 0 . 9 feet/pixel (0 . 27 meters/pixel) Middle Line : 1 . 2 feet/pixel (0 . 37 meters/pixel) Back Line : 1 . 9 feet/pixel (0 . 57 meters/pixel) C3 Orthogonal (Nominal 12 Inch) Footprint: 4 , 750 x 3 , 100 feet ( 1449 x 946 meters) Ground Sample Distance: 1 . 0 feet/pixel (0 . 31 meters/pixel) Elite Community Images Oblique (Nominal 8 Inch) Footprint: Front Line : 3 , 200 feet (976 meters) Back Line : 4 , 500 feet ( 1373 meters) Front to Back : 4 , 000 feet_ ( 1 ,220 meters) Ground Sample Distance: Front Line : 0 . 7 feet/pixel (0 . 21 meters/pixel) Middle Line : 0 . 8 feet/pixel (0 . 24 meters/pixel) Back Line : 0 . 9 feet/pixel (0 . 28 meters/pixel) Orthogonal (Nominal 8 Inch) Footprint: 3 , 200 x 2 , 100 feet (976 x 640 meters) Ground Sample Distance: 0 . 65 feet/pixel (0 . 2 meters/pixel) CONFIDENTIAL Page 1 of 4 03012011 Not for distribution to third parties Premier Neighborhood Images Oblique (Nominal 6 Inch) Footprint: Front Line : 2 , 000 feet (610 meters) Back Line : 2 , 750 feet ( 839 meters) Front to Back : 2500 feet (762 meters) Ground Sample Distance : Front Line : 0 .4 feet/pixel (0 . 12 meters/pixel) Middle Line : 0 . 5 feet/pixel (0 . 15meters/pixel) Back Line : 0 . 6 feet/pixel (0 . 18 meters/pixel) Orthogonal (Nominal 6 Inch) Footprint: 1 , 950 x 1 , 300 feet (594 x 396 meters) Ground Sample Distance: 0 .4 feet/pixel (0 . 12 meters/pixel) Elite Neighborhood Images Oblique (Nominal 4 Inch) Footprint: Front Line : 1 ,400 feet (427 meters) Back Line : 2 , 000 feet ( 6 10 meters) Front to Back: 1 , 750 feet ( 534 meters) Ground Sample Distance: Front Line : 0 . 28 feet/pixel (0 . 09 meters/pixel) Middle Line : 0 . 35 feet/pixel (0 . 11 meters/pixel) Back Line : 0 . 41feet/pixel (0 . 12 meters/pixel) Ortho (Nominal 4 Inch) Footprint: 1 ,400 x 950 feet (427 x 290 meters) Ground Sample Distance: 0 . 28 feet/pixel (0 . 09 meters/pixel) Sector Tiles : One-Meter Sector Tiles Footprint: 5 , 280 x 5 , 280 feet ( 1 , 609 x 1 , 609 meters) Pixel Size: 3 . 28 feet/pixel ( 1 . 0 meters/pixel) Source Imagery: Community Orthogonal ( 12 and 9 inch) and/or Neighborhood Orthogonal (Premier and Standard) Radiometry: Not radiometrically balanced, may have observable cut lines and could consist of imagery taken over a period of several days . File Size (Approx. ) : 8 ,000 KB (JPG format) One-Foot Sector Tiles Footprint: 2 , 640 x 2 , 640 feet ( 805 x 805 meters) Pixel Size: 1 . 0 feet/pixel (0 . 3048 meters/pixel) Source Imagery: Community Orthogonal ( 12 and 9 inch) and/or Neighborhood Orthogonal (Premier and Standard) Radiometry: Not radiometrically balanced, may have observable cut lines and could consist of imagery taken over a period of several days . File Size (Approx. ) : 20, 900 KB (JPG format) Six-Inch Quarter Sector Tiles Footprint: 2 , 640 x 2 , 640 feet ( 805 x 805 meters) Pixel Size's 0 . 5 feet/pixel (0 . 1524 meters/pixel) Source Imagery : Premier Neighborhood Orthogonal and/or Neighborhood Orthogonal Radiometry: Not radiometrically balanced, may have observable cut lines and could consist of imagery taken over a period of several days . File Size (Approx. ) : 83 , 500 KB (JPG format) CONFIDENTIAL Page 2 of 4 03012011 Not for distribution to third parties Custom Ortho-Mosaics : Pictometry can create custom ortho-mosaics based on the resolution of the imagery captured. If a custom ortho-mosaic is desired, the full specifications will be spelled out in a separate addendum. It is important to note that while the ortho-mosaic can be created at any pixel resolution, up or down, creating an ortho-mosaic with a pixel size smaller than the ground sample distance of the input imagery will not contain any more information than the resolution of the input imagery. In other words, if you create a six- inch ortho-mosaic from one-foot imagery, even though the pixels will be six-inch, the overall image data resolution will still only be one-foot. For this reason, it is important to ensure the base imagery purchased meets or exceeds the resolution requirements of any ortho-mosaics you need. Under-sampling, for instance creating a one-foot ortho -mosaic from six- inch resolution imagery, is not a problem and generally produces very good results . Pictometry also has licensed partners who can create an ortho-mosaic product that can be certified to a particular accuracy. In general , ortho-mosaics from Pictometry ' s neighborhood orthogonal imagery can meet NMAS 1 : 1200 ( 1 . 0-meter RMS error at 95 % confidence interval) in relatively flat terrains or areas with good elevation data . For areas with highly variable terrain or areas with poor elevation data, this number generally drops to NMAS 1 : 2400 (2 . 0-meter RMS error at 95 % confidence interval) . Certified ortho-mosaics can be created from Pictometry ' s community orthogonal imagery, but only under certain capture parameters . As such, it is important to include any custom ortho-mosaic requirement with the image capture requirements such that the community orthogonal imagery can be captured in a way consistent with certification requirements . General Specifications : Orthogonal Images Sensor Size Pixels : 4872 X 3248 in a Landscape orientation. Image Format Industry- standard image format with proprietary image trailer, including JFIF (JPEG) , TIFF, and BMP . Image Quality Images will have an unobstructed view of the ground. In controlled airspace around airports, etc . , and in areas of rapid elevation changes , the image footprint sizes and resolutions may vary. There may be varying degrees of ground illumination and color variations due to lighting and cloud shadows . Measurement Accuracy <0 . 5 % measurement error, excluding user pixel selection error Pixel Placement Accuracy Pictometry provides a visualization system and therefore does not certify image accuracy. However, some Pictometry customers have done their own certification on the Pictometry data after delivery and have shared their results . On average , customers have been seeing better than 1 . 0-meter RMS error at a 95 % confidence level (NMAS 1 : 1200) for orthogonal imagery over relatively flat terrain or in areas with accurate elevation data, and 2 . 0-meter RMS error at a 95 % confidence level (LAMAS 1 : 2400) for more varied terrain or in areas with poor elevation data . However, Pictometry does not guarantee these accuracies and your results may vary. Sensor Orientation Pictometry utilizes an IMU (Inertial Measurement Unit) , ground station post-corrected differential GPS , and Kalman filtering to achieve a high degree of positional and directional accuracy. Sensor Positional Accuracy mean 15cm absolute Sensor Directional Accuracy 0 . 015 degrees absolute (roll/pitch) 0 . 035 degrees absolute (heading) Ortho-Rectification The images are ortho-rectified to back out the optical deviations of the capture system and the variations due to elevation changes (utilizing the best DEM data available, including customer provided DEM data) , resulting in geographically square pixels aligned to a rectilinear grid. This grid can be one of any number of coordinate systems, including Latitude/Longitude, State Plane , UTM, and more . The desired coordinate system should be specified in the contract, or a default coordinate system will be used . Image Export JFIF (JPEG) , TIFF, BMP EFS software can be utilized to export the images into any of the above industry-standard formats . The orthogonal images can optionally be re-projected during this export process, and an associated geography file can be created as well for use in importing the images into GIS mapping software . CONFIDENTIAL Page 3 of 4 03012011 Not for distribution to third parties Image Tiling Individual orthogonal images are edge-feathered and mosaiced to produce orthogonal image tiles with tile sizes selected to balance single image coverage as well as manageability of open images . These orthogonal tiles provide continuous coverage across the area of interest. While some color balancing is done, these orthogonal tiles are not fully radiometrically balanced or edge-matched . Oblique Images Sensor Size Pixels : 4872 X 3248 in a Landscape orientation. Image Format Industry- standard image format with proprietary image trailer, including JFIF (JPEG) , TIFF, and BMP . Image Quality Images will have an unobstructed view of the ground . In controlled airspace around airports, etc . , and in areas of rapid elevation changes, the image footprint sizes and resolutions may vary. There may be varying degrees of ground illumination and color variations due to lighting and cloud shadows . Due to the nature of oblique aerial photography, there may also be artifacts such as haze and glint and glare caused by reflected sunlight. Measurement Accuracy <0 . 75 % measurement error, excluding user pixel selection error Pixel Placement Accuracy Pictometry provides a visualization system and therefore does not certify image accuracy. However, some Pictometry customers have done their own certification on the Pictometry data after delivery and have shared their results . On average, customers have been seeing better than 2 . 0-meter RMS error at a 95 % confidence level (NMAS 1 : 2400) for oblique imagery over relatively flat terrain or in areas with accurate elevation data, and 4 . 0-meter RMS error at a 95 % confidence level (NMAS 1 : 4800) for more varied terrain or in areas with poor elevation data . However, Pictometry does not guarantee these accuracies and your results may vary. Sensor Orientation Pictometry utilizes an IMU (Inertial Measurement Unit) , ground station post-corrected differential GPS , and Kalman filtering to achieve a high degree of positional and directional accuracy. Sensor Positional Accuracy mean 15cm absolute Sensor Directional Accuracy 0 . 015 degrees absolute (roll/pitch) 0 . 035 degrees absolute (heading) Image Export JFIF (JPEG) , TIFF, BMP EFS software can be utilized to export the images into any of the above industry-standard formats . Notes 1 . The existing National Map Accuracy Standards focus on conventional analog aerial photography products . When used for digital mapping products, it is necessary to specify the approximate image scale (e . g. 1 : 1200) when stating NMAS requirements . 2 . Pictometry ' s orthogonal images provide the coordinate accuracy fulfilling most planemetric requirements, however, Pictometry data is not intended for authoritative definitive mapping or surveying replacement. If there is a need for authoritative mapping products, additional work is required by licensed individuals in order to certify Pictometry ' s orthogonal imagery. Alternatively, a separate , authoritative orthogonal image capture can be done and those orthogonal images used inside of Pictometry . Our oblique images are unique to Pictometry and are intended to provide data not available elsewhere and lateral views with more visual information, such as building stock analysis . In Pictometry the orthogonal and oblique images are linked for your convenience and additional study. With a few clicks you can find the revealing lateral views , height measurements, and other information afforded by the oblique images while using the coordinate accuracy afforded by the orthogonal images . CONFIDENTIAL Page 4 of 4 03012011 Not for distribution to third parties Schedule D : Area of Coverage for proposed Pictometry aerial imagery acquisition project. 273 1 mile x 1 mile Sectors . Indian River , FL ( FLINGI ) t BREVARD F\ 't CH 71 101D o : .t ' :TI [J o 0 3 -- a o its Now OSCEOLAFMI J —7 l I IND IAN RIVER — i a ® ao , F y r � t ® � J❑ _ . . F - - r si - - ' ao ® o l 1 17 T R . OKEECHOBEE ST. LUCIE _r i Community Sectors - 0 Neighborhood Sectors -, 273