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Home My WebLink About2020-223BAMENDMENT TO AGREEMENT DATED OCTOBER 24, 2019 BETWEEN PICTOMETRY INTERNATIONAL CORP. ("PICTOMETRY") AND INDIAN RIVER COUNTY, FL ("CUSTOMER") I. This Amendment, including all Sections and Appendices referenced herein (collectively, this "Amendment") is entered into by and between Pictometry and Customer and supplements and modifies the terms of the Agreement dated October 24, 2019 as, to the extent applicable, previously modified by addenda or amendments thereto (collectively, the "Agreement"). Any purchase order or similar document issued by Customer in connection with this Amendment is issued solely for Customer's internal administrative purposes and the terms and conditions set forth on such purchase order shall be of no force or effect as between the parties. To the extent that there is any inconsistency between the terms set forth in this Amendment and those set forth in the Agreement, the terms set forth in this Amendment shall prevail. Section A: Product Descriptions, Prices and Payment Terms Appendix 1: Photogrammetric Product Specifications 2. MODIFICATIONS TO AGREEMENT: a. The Second and Third Project products, pricing, product parameters and payment schedule set forth in Section A of the Agreement are replaced in their entirety with the Second and Third Project products, pricing, product parameters and payment schedule set forth in Section A of this Amendment. b. Appendix 1: Photogrammetric Product Specifications shall be added to the Agreement. c. The Sector Map attached to this Amendment shall be added to the Agreement. d. Except as expressly modified by this Amendment, all other terms and conditions set forth in the Agreement shall remain in full force and effect. 3. All notices under this Agreement shall be in writing and shall be sent to the following respective addresses: CUSTOMER NOTICE ADDRESS PICTOMETRY NOTICE ADDRESS 1800 27th Street 25 Methodist Hill Drive Vero Beach FL 32960 Rochester NY 14623 Attn: William Rice GIS Manager Attn: General Counsel Phone: 772-226-1609 Fax: Phone: 585 486-0093 Fax: 585 486-0098 Either party may change their respective notice address by giving written notice of such change to the other party at the other party's then -current notice address. Notices shall be given by any of the following methods: personal delivery; reputable express courier providing written receipt; or postage -paid certified or registered United States mail, return receipt requested. Notice shall be deemed given when actually received or when delivery is refused. This Amendment shall become effective upon execution by duly authorized officers of Customer and Pictometry and receipt by Pictometry of such fully executed document. PARTIES: .•'�OUt7 T Y ��A�� CUSTOMER '•. r'; PICTOMETRY INDIAN RIVER COUNTY, FL '•. ; PICTOMETRY INTERNATIONAL CORP. enti e a Delaware corporation SIGNAf URE: ' v : SIGNATURE: :F• N C�U'rry FLOR��P'' .'• NAME:S n an Adams jXKE: Chairman TITLE: C�,p ,6e Vtza DATE: EXECUTION DATE: October 29 2020 /0 23�2e� / DATE OF RECEIPT EFFECTIVE DATE): APPROVED AS TO FVi? N AN �t L U E ' BY WILUAMW K. DEBPAAL DEPUTY COUNTY ATTORNEY Page 1 of 8 Indian River County, FL — C12535204 2020-10-01 Attest Jeffrey R. Smith, Clerk of Circuit Court and Comptroller . G9610 - lo;b, Deputy Clerk DD -0013-20160520 SECTION A Pictometry International Corp. 25 Methodist Hill Drive Rochester, NY 14623 BILL TO Indian River County,FL William Rice GIS Manager 1800 27th Street Vero Beach FL 32960 772-226-1609 wrice irc ov.com PRODUCT DESCRIPTIONS, PRICES AND PAYMENT TERMS SHIP TO Indian River County,FL William Rice GIS Manager 1800 27th Street Vero Beach,FL 32960 772-226-1609 vvrice irc ov.com ORDER # C12535204 CUSTOMER ID SALES REP FREQUENCY OF PROJECT A116541 CDeca Annual SECOND PROJECT QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT AMOUNT PRICE 318 Reveal Essentials+ Property Provides high resolution ortho and oblique imagery at a $400.00 $382.50 $121,635.00 Property level. Deliverables include measurable oblique (4.375% — Long and ortho imagery at a property resolutions. Color Term Incentive balanced orthomosaic imagery is generated by a fully Discount) automated photogrammetric process and delivered digitally in various formats with the associated metadata. Applicable Terms and Conditions: Delivered Content Terms and Conditions of Use 1 Pictometry Connect - CA - Pictometry Connect - CA - 50 (Custom Access) provides $2,200.00 $2,200.00 50 up to 50 concurrent authorized users the ability to login and access the Pictometry-hosted custom imagery libraries specified elsewhere in this Agreement via a web - based, server -based or desktop integration. The default deployment is through web -based Pictometry Connect. Term commences on date of activation. The quantity represents the number of years in the Connect term. Applicable Terms and Conditions: Online Services General Terms and Conditions;Software License Agreement 1 Pictometry Connect View - Pictometry Connect View - CA (Custom Access) provides $750.00 $750.00 CA visualization -only access to the Pictometry-hosted custom imagery libraries specified elsewhere in this Agreement via a web application or server based integration. Requires a customer -provided web application or server based application. With respect to imagery available through this product to third parties or the Public, Pictometry reserves the right to reduce the resolution of the imagery available. Term commences on date of activation. The quantity represents the number of years in the Connect term. Applicable Terms and Conditions: Web Visualization Offering Terms and Conditions 1 RapidAccess - Disaster RapidAccess - Disaster Response Program is an $0.00 $0.00 Response Program emergency response program offering flights after an emergency or disaster. Refer to the attached detailed description of the Disaster Response Program. Applicable Terms and Conditions: Order Form 1 E-911 Interface -Unlimited Perpetual License. Product enables system interface but $15,000.00 $0.00 $0.00 Seats in all PSAPS does not cover the actual integration. Licensee must (100%) engage third party to provide this integration. Applicable Terms and Conditions: Order Form 1 Survey Report - Imagery Available with corresponding imagery purchase. Product $1,500.00 $0.00 $0.00 Project - Compiled To Includes: Report signed/sealed by appropriately (100%) Accuracy Statement credentialed personnel. Report details production statistics including GPS/INS post processing and includes an NSSDA compliant "Compiled To" accuracy statement. Applicable Terms and Conditions: Order Form 1 State License Fee State license fee. $0.00 $0.00 Applicable Terms and Conditions: Order Form 1 Pictometry Connect - Pictometry Connect - EarlyAccess provides authorized $10,000.00 $0.00 $0.00 EarlyAccess users the ability to login and access the imagery, as (100%) specified elsewhere in this agreement, immediate( Page 2 of 8 Indian River County, FL — C12535204 2020-10-01 DD -0013-20160520 THIRD PROJECT QTY following its preliminary processing and quality control PRODUCT DESCRIPTION LIST PRICE DISCOUNT AMOUNT checks and prior to its final processing. Early Access PRICE 318 imagery will become available in CONNECT Explorer Provides high resolution ortho and oblique imagery at a $400.00 $382.50 $121,635.00 incrementally as it is processed and it will remain Property level. Deliverables include measurable oblique (4.375%— Long available until final, fully processed imagery is made and ortho imagery at a property resolutions. Color Term Incentive available through other means. This offering requires an balanced orthomosaic imagery is generated by a fully Discount) active Pictometry CONNECT account and the current automated photogrammetric process and delivered purchase of access to an imagery product. digitally in various formats with the associated metadata. Applicable Terms and Conditions: Online Services Applicable Terns and Conditions: Delivered Content General Terms and Conditions Terms and Conditions of Use 1 Oblique Imagery Bundle Includes digital copy of the Licensed Documentation for $0.00 $2,200.00 $0.00 $2,200.00 w/One (1) Year of EFS the License Software, two (2) End User Training up to 50 concurrent authorized users the ability to login Maint & Support Sessions, one (1) Advanced User Technical Training, one and access the Pictometry-hosted custom imagery (1) Administration / IT Training Session, five (5) hours of libraries specified elsewhere in this Agreement via a web - telephone support, one copy of Pictometry Electronic based, server -based or desktop integration. The default Field Study (EFS) software, latest version, on the storage deployment is through web -based Pictometry Connect. media specified herein, and access to download updated Term commences on date of activation. The quantity versions of the EFS Licensed Software for a period of one represents the number of years in the Connect term. years from the initial date of shipment of the EFS Applicable Terns and Conditions: Online Services software, along with a copy of the updated General Terms and Conditions;Software License documentation. Agreement 1 Applicable Terms and Conditions: Software License Pictometry Connect View - CA (Custom Access) provides $750.00 $750.00 Agreement visualization -only access to the Pictometry-hosted custom 355 Reveal Orthomosaic - This product represents a single orthomosaic, combining $0.00 $0.00 Combined tiles of multiple resolutions with the best -available via a web application or server based integration. Requires resolution preferred a customer -provided web application or server based Applicable Terms and Conditions: Delivered Content application. With respect to imagery available through Terms and Conditions of Use this product to third parties or the Public, Pictometry 37 Reveal Essentials+ Property Provides high resolution ortho and oblique imagery at a $400.00 $0.00 $0.00 Property level. Deliverables include measurable oblique available. Term commences on date of activation. The (100%) and ortho imagery at a property resolutions. Color quantity represents the number of years in the Connect balanced orthomosaic imagery is generated by a fully term. automated photogrammetric process and delivered digitally in various formats with the associated metadata. Applicable Terms and Conditions: Delivered Content Terms and Conditions of Use 1 Media Drive Capacity 93 IG - External USB 2.0 / eSATA Externally Powered. Delivery $199.00 $0.00 $0.00 Drive Model 1T - media prices include copying a complete image library (100%) EXTPOWER onto media. Sub -warehousing sold separately. Applicable Terms and Conditions: Order Foran SUBTOTAL —SECOND PROJECT $124,585.00 THIRD PROJECT QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT AMOUNT PRICE 318 Reveal Essentials+ Property Provides high resolution ortho and oblique imagery at a $400.00 $382.50 $121,635.00 Property level. Deliverables include measurable oblique (4.375%— Long and ortho imagery at a property resolutions. Color Term Incentive balanced orthomosaic imagery is generated by a fully Discount) automated photogrammetric process and delivered digitally in various formats with the associated metadata. Applicable Terns and Conditions: Delivered Content Terms and Conditions of Use 1 Pictometry Connect - CA - Pictometry Connect - CA - 50 (Custom Access) provides $2,200.00 $2,200.00 50 up to 50 concurrent authorized users the ability to login and access the Pictometry-hosted custom imagery libraries specified elsewhere in this Agreement via a web - based, server -based or desktop integration. The default deployment is through web -based Pictometry Connect. Term commences on date of activation. The quantity represents the number of years in the Connect term. Applicable Terns and Conditions: Online Services General Terms and Conditions;Software License Agreement 1 Pictometry Connect View - Pictometry Connect View - CA (Custom Access) provides $750.00 $750.00 CA visualization -only access to the Pictometry-hosted custom imagery libraries specified elsewhere in this Agreement via a web application or server based integration. Requires a customer -provided web application or server based application. With respect to imagery available through this product to third parties or the Public, Pictometry reserves the right to reduce the resolution of the imagery available. Term commences on date of activation. The quantity represents the number of years in the Connect term. Page 3 of 8 Indian River County, FL — C 12535204 2020-10-01 DD -0013-20160520 amount per proauct =(11-lliscount /o) - (lty . List Price) FEES; PAYMENT TERMS All amounts due to Pictometry pursuant to this Agreement ("Fees") are expressed in United States dollars and do not include any duties, taxes (including, without limitation, any sales, use, ad valorem or withholding, value added or other taxes) or handling fees, all of which are in addition to the amounts shown above and, to the extent applicable to purchases by Customer, shall be paid by Customer to Pictometry without reducing any amount owed to Pictometry unless documents satisfactory to Pictometry evidencing exemption from such taxes is provided to Pictometry prior to billing. To the extent any amounts properly invoiced pursuant to this Agreement are not paid within thirty (30) days following the invoice due date, such unpaid amounts shall accrue, and Customer shall pay, interest at the rate of 1.5% per month (or at the maximum rate allowed by law, if less). In Page 4 of 8 Indian River County, FL — C 12535204 2020-10-01 DD -0013-20160520 Applicable Terms and Conditions: Web Visualization Offering Terms and Conditions 1 RapidAccess - Disaster RapidAccess - Disaster Response Program is an $0.00 $0.00 Response Program emergency response program offering flights after an emergency or disaster. Refer to the attached detailed description of the Disaster Response Program. Applicable Terms and Conditions: Order Form 1 E-911 Interface - Unlimited Perpetual License. Product enables system interface but $15,000.00 $0.00 $0.00 Seats in all PSAPS does not cover the actual integration. Licensee must (100%) engage third party to provide this integration. Applicable Terms and Conditions: Order Form 1 Survey Report - Imagery Available with corresponding imagery purchase. Product $1,500.00 $0.00 $0.00 Project - Compiled To Includes: Report signed/sealed by appropriately (100°/x) Accuracy Statement credentialed personnel. Report details production statistics including GPS/INS post processing and includes an NSSDA compliant "Compiled To" accuracy statement. Applicable Terms and Conditions: Order Form 1 State License Fee State license fee. $0.00 $0.00 Applicable Terms and Conditions: Order Form 1 Pictometry Connect - Pictometry Connect - EarlyAccess provides authorized $10,000.00 $0.00 $0.00 EarlyAccess users the ability to login and access the imagery, as (100%) specified elsewhere in this agreement, immediately following its preliminary processing and quality control checks and prior to its final processing. Early Access imagery will become available in CONNECT Explorer incrementally as it is processed and it will remain available until final, fully processed imagery is made available through other means. This offering requires an active Pictometry CONNECT account and the current purchase of access to an imagery product. Applicable Terms and Conditions: Online Services General Terms and Conditions 1 Oblique Imagery Bundle Includes digital copy of the Licensed Documentation for $0.00 $0.00 w/One (1) Year of EFS the License Software, two (2) End User Training Maint & Support Sessions, one (1) Advanced User Technical Training, one (1) Administration / IT Training Session, five (5) hours of telephone support, one copy of Pictometry Electronic Field Study (EFS) software, latest version, on the storage media specified herein, and access to download updated versions of the EFS Licensed Software for a period of one years from the initial date of shipment of the EFS software, along with a copy of the updated documentation. Applicable Terms and Conditions: Software License Agreement 37 Reveal Essentials+ Property Provides high resolution ortho and oblique imagery at a $400.00 $0.00 $0.00 Property level. Deliverables include measurable oblique (100%) and ortho imagery at a property resolutions. Color balanced orthomosaic imagery is generated by a fully automated photogrammetric process and delivered digitally in various formats with the associated metadata. Applicable Terms and Conditions: Delivered Content Terms and Conditions of Use 355 Reveal Orthomosaic - This product represents a single orthomosaic, combining $0.00 $0.00 Combined tiles of multiple resolutions with the best -available resolution preferred Applicable Terms and Conditions: Delivered Content Terms and Conditions of Use 1 Media Drive Capacity 931G - External USB 2.0 / eSATA Externally Powered. Delivery $199.00 $0.00 $0.00 Drive Model IT - media prices include copying a complete image library (100%) EXTPOWER onto media. Sub -warehousing sold separately. Applicable Terms and Conditions: Order Form SUBTOTAL — THIRD PROJECT $124,585.00 amount per proauct =(11-lliscount /o) - (lty . List Price) FEES; PAYMENT TERMS All amounts due to Pictometry pursuant to this Agreement ("Fees") are expressed in United States dollars and do not include any duties, taxes (including, without limitation, any sales, use, ad valorem or withholding, value added or other taxes) or handling fees, all of which are in addition to the amounts shown above and, to the extent applicable to purchases by Customer, shall be paid by Customer to Pictometry without reducing any amount owed to Pictometry unless documents satisfactory to Pictometry evidencing exemption from such taxes is provided to Pictometry prior to billing. To the extent any amounts properly invoiced pursuant to this Agreement are not paid within thirty (30) days following the invoice due date, such unpaid amounts shall accrue, and Customer shall pay, interest at the rate of 1.5% per month (or at the maximum rate allowed by law, if less). In Page 4 of 8 Indian River County, FL — C 12535204 2020-10-01 DD -0013-20160520 addition, Customer shall pay Pictometry all costs Pictometry incurs in collecting past due amounts due under this Agreement including, but not limited to, attorneys' fees and court costs. SECOND PROJECT Due at Initial Shipment of Imagery $124,585.00 Total Payments $124,585.00 THIRD PROJECT Due at Initial Shipment of Imagery $124,585.00 Total Payments $124,585.00 PRODUCT PARAMETERS SECOND PROJECT IMAGERY Product: Reveal Essentials+ Property Leaf Leaf Off: Less than 30% leaf cover Product: Reveal Essentials+ Property Leaf Leaf Off: Less than 30% leaf cover CONNECT Product: Pictometry Connect - CA - 50 Admin User Name: William Rice Admin User Email: wrice@ircgov.com Geofence: FL Bay FL Brevard FL Gulf FL Indian River (Primary Geofence) FL Okeechobee FL Osceola FL St. Lucie FL Palm Beach Product: Pictometry Connect View - CA Admin User Name: William Rice Admin User Email: wrice@ircgov.com Geofence: FL Bay FL Brevard FL Gulf FL Indian River (Primary Geofence) FL Okeechobee FL Osceola FL St. Lucie FL Palm Beach THIRD PROJECT IMAGERY Product: Reveal Essentials+ Property Leaf Leaf Off: Less than 30% leaf cover Product: Reveal Essentials+ Property Leaf Leaf Off: Less than 30% leaf cover CONNECT Product: Pictometry Connect - CA - 50 Admin User Name: William Rice Admin User Email: wrice@ircgov.com Geofence: FL Bay FL Brevard FL Gulf FL Indian River (Primary Geofence) FL Okeechobee FL Osceola FL St. Lucie FL Palm Beach Product: Pictometry Connect View - CA Admin User Name: William Rice Admin User Email: wrice@ircgov.com Geofence: FL Bay FL Brevard FL Gulf FL Indian River (Primary Geofence) FL Okeechobee FL Osceola FL St. Lucie FL Palm Beach STANDARD ORTHO MOSAIC PRODUCTS Pictometry standard ortho mosaic products are produced through automated mosaicking processes that incorporate digital elevation data with individual Pictometry ortho frames to create large -area mosaics on an extremely cost-effective basis. Because these products are produced through automated processes, rather than more expensive manual review and hand -touched corrective processes, there may be inherent artifacts in some of the resulting mosaics. While Pictometry works to minimize Page 5 of 8 Indian River County, FL — C12535204 2020-10-01 DD -0013-20160520 such artifacts, the Pictometry standard ortho mosaic products are provided on an'AS IS' basis with respect to visible cutlines along mosaic seams resulting from the following types of artifacts: i. Disconnects in non -elevated surfaces generally caused by inaccurate elevation data; ii. Disconnects in elevated surfaces (e.g., roadways, bridges, etc.) generally caused by elevated surfaces not being represented in the elevation data; iii. Building intersect and clipping generally caused by buildings not being represented in the elevation data; iv. Seasonal variations caused by images taken at different times during a season, or during different seasons; V. Ground illumination variations caused by images taken under different illumination (e.g., sunny, high overcast, morning light, afternoon light, etc.) within one flight day or during different flight days; vi. Single GSD color variations caused by illumination differences or multiple-aircraft/camera captures; vii. Mixed GSD color variations caused by adjacent areas being flown at different ground sample distances (GSDs); and viii. Water body color variations caused by multiple individual frames being used to create a mosaic across a body of water (e.g., lakes, ponds, rivers, etc.). Other Pictometry products may be available that are less prone to such artifacts than the Pictometry standard ortho mosaic products. Page 6 of 8 Indian River County, FL — C 12535204 2020-10-01 DD -0013-20160520 APPENDIX 1 Essentials+ Property deliverables PHOTOGRAMMETRIC PRODUCT SPECIFICATIONS Product ssentials+ Property Ortho frame imagery • Nominal tin GSD ortho imagery, Imagery as good as 1.2in and no worse than 3in rthomosaic Specifications Typical Positional Horizontal Accuracy: 1m at a 95% confidence level • Fully automated photogrammetric orthomosaic. Imagery may contain seamlines • Project -wide color and contrast balancing Oblique Imagery ominal 2.6in GSD oblique imagery ranging from 1.7in to 3.5in GSD: • Where available fully automated photogrammetric mosaiced imagery. Imagery may contain seamlines Metadata and Reporting etadata: • Metadata generated that meets FGDC Standards upon request • Shapefile(s) with discrete deliverable boundaries and directional metadata rthomosaic DeliverableResolution: Format (Online) • Nominal tin GSD, no worse than 3in (Best Available Provided) Access Methods: • Available via web -based viewer (Connect) - Contracted separately • Also available via WMS/WMTS (Image Service) - Contracted separately rthomosaic DeliverableResolution: Format (Physical) • Nominal tin GSD, no worse than 3in (Best Available Provided) rojection/Coordinate System: • Customer Selectable Datum: • Customer Selectable ile Format: • Mosaic Tiles o Available as JPEG, GeoTIFF, JPEG2000, PNG, ECW, MrSID (All versions) with world file o Includes separate Pictometry Map Image (PMI) trailer file • Project -Wide Mosaic o Available in ECW, MrSID (All versions) format Oblique Imagery & Frame Access methods: Imagery Deliverable • Available via web -based viewer (Connect) - Contracted separately Format Delivery Timeline • Best efforts to make frame imagery available online within 20 days of capture complete • Best efforts to make ortho and oblique imagery available online and/or ready for physical delivery within 30 days of capture completion Page 7 of 8 Indian River County, FL — C 12535204 2020-10-01 DD -0013-20160520 Maas) Page 8 of 8 Indian River County, FL — C12535204 2020-10-01 DD -0013-20160520