The URL can be used to link to this page

Home My WebLink AboutCAG2020-231 - Original - Pictometry International Corp. - 2020 Imagery Flyover for GIS - 07/27/2020Agreement Routing Form KENT For Approvals, Signatures and Records Management This form combines & replaces the Request for Mayor's S¡gnature and Contract Cover Sheet forms. (Print on pink or cherry colored paper)WasHrNctoN r oL CL CL Originator: Nancy Yoshitake for Eric Knowles Department: Public Works Date Sent: 7t20t20 Date Required: 7127120 Authorized to Sign: E Director or Designee E Mayor Date of Council Approval N/A Budget Account Number: 52005250 Budget? ØYes ENo Grant? fl Yes Ø No Type: =.9+,t! ELora-s tPtro EooLEl Vendor Name: Pictometry lnternational Corp Category: Contract Vendor Number:5ub-Category: Projecr tlame: 2020 lmagery Flyover Projecr Detaits:Tâkê digital photographs to be used ¡n the city's GIS software Agreement Amount: $76,660. 1 0 Start Date: Date Of eXeCUtiOn Basis for Selection of Contractor: Termination Date: N/A Local Business? EYes El No* "lf meets requ¡rements per KCC 3.70.100, please complete "Vendor Purchase-Local Except¡ons" form on Cityspace. Notice required prior to disclosure? EYes ENo Contract Number; Câ (ûAD>D- á.31 trlc ù,¿\.oìE.Í .rr- o=É,ü GcEl t, Date Received by City Attorney: luly 20,2020 Comments tlkYl-- Date Routed to the Mayor s Office Date Routed to the City Clerk's Office: rdcw22l/l,l_20 Visit Documents.KentWA.gov to obtain copies of all aqreements AGREEMENT BETWEEN prcToMETRy INTERNATTONAL CORP. ("PICTOMETRY") AND crTY oF KENT, WA ("CUSTOMER") 1. This order form ("Order Form"), in combination with the contract components listed below: Section A: Product Descriptions, Prices and Payment Terms Section B: License Terms: r Delivered Content Terms and Conditions of Use Section C: Non-Standard Terms and Conditions Appendix 1: Photogrammetric Product Specifications (all of which, collectively, constitute this "Asreement") set forth the entire understanding between Pictometry and Customer with respect to the subject matter hereofand supersedes all prior representations, agreements and arrangements, whether oral or written, relating to the subject matter hereof. Any modifications to this Agreement must be made in writing and be signed by duly authorized officers of each party. Any purchase order or similar document issued by Customer in connection with this Agreement is issued solely for Customer's internal administrative purposes and the terms and conditions set forth on any such purchase order shall be ofno force or effect as between the parties. 2. In the event of any conflict among any contract components comprising this Agreement, order of precedence for resolving such conflict shall be, from highest (i.e., supersedes all others) to lowest (i.e., subordinate to all others): Non-Standard Terms and Conditions; Photogrammetric Product Specifications; Product Descriptions, Prices and Payment Terms; License Terms in order as listed above under the heading 'Section B: License Terms'; and Order Form. 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 220 Fourth Ave. South 25 Methodist Hill Drive Kent, WA 98032 Rochester. NY 14623 Attn: Catherine Crook, Supervisor, GIS Attn: General Counsel Phone: (253) 856-5578 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, retum receipt requested. Notice shall be deemed given when actually received or when delivery is refused. 4. This Agreement, including all licenses granted pursuant to it, shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns, but shall not be assignable by either party except that (i) Pictometry shall have the right to assign its right to receive Fees under this Agreement, provided no such assignment shall affect Pictometry's obligations hereunder, and (ii) Pictometry shall have the right to assign all its rights under this Agreement to any person or entity, provided the assignee has assumed all of Pictometry's obligations under this Agreement. 5. IN NO EVENT SHALL EITFIER PARTY BE LIABLE, UNDER ANY CAUSE OF ACTION OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT (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 OTFIER SPECIAL DAMAGES SUFFERED BY THE OTFIERPARTY OR OTHERS, EVEN IF A PARTY HAS BEEN ADVISED OF TFM POSSIBILITY OF SUCH DAMAGES. 6. With respect to any claims that Customer may have or assert against Pictometry on any matter relating to this Agreement, the total liability of Pictometry shall, in the aggregate, be limited to the aggregate amount received by Pictometry pursuant to this Agreement. 7. The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind. 8. 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. 9. Pictometry shall not be responsible for any failure on its part to perform due to unforeseen circumstances or to causes beyond Page I of l0 City ofKent, WA-C9341261 2020-06-23 DD-0001-20160318 DocuSign Envelope ID: 20866074-BD31-44F1-A930-787378694BC3 Pictometry's reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, weather, floods, accidents, strikes, failure to obtain export licenses or shortages or delays oftransportation, facilities, fuel, energy, supplies, labor or materials. In the event of any such delay, Pictometry may defer performance for a period of time reasonably related to the time and nature of the cause of the delay. 10. In consideration of, and subject to, payment by Customer of the Fees specified in Section A of this Agreement, Pictometry agrees to provide Customer with access to and use of the products specified in Section A of this Agreement, subject to the terms and conditions set forth in this Agreement. Customer hereby agrees to pay the Fees specified in Section A of this Agreement in accordance with the stated payment terms and accepts and agrees to abide by the terms of this Agreement. This Agreement shall become effective upon execution by duly authorized officers of Customer and Pictometry and receipt by Pictometry of such fully executed document, such date of receipt by Pictometry being the "Effective Date." PARTIES: CUSTOMER CITY OF KENT WA PICTOMETRY INTERN a Delaware OSIGNATURE SIGNATURE: NAME h/tc NAME: rTITLE TITLE: 1-2-L-7nDATE:EXECUTION DATE: DATE OF DA Page 2 of l0 City of Kent, WA-C9341261 2020-06-23 DD-0001-201603 I 8 DocuSign Envelope ID: 20866074-BD31-44F1-A930-787378694BC3 Corporate Vice President 7/27/2020 Brian Brockmann 7/27/2020 BILL TO City of Kent. WA Catherine Crook, Supervisor, GIS 220 Fourth Ave. South Kent. WA 98032 (253) 856-5578 ccrook@kentwa.gov SECTION A PRODUCT DESCRIPTIONS, PRICES AND PAYMENT TERMS Pictometry International Corp 25 Methodist Hill Drive Rochester, NY 14623 ORDER# c9341261 CUSTOMERII)SALES REP A140542 dwalt SHIP TO Ciw of Kent. WA Catherine Crook, Supervisor. GIS 220 Fourth Ave. South Kent. WA 98032 (253) 856-5578 ccrook@kentwa.gov QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT PRICE (%) AMOUNT 72 AccUPLUS 3in - PICT DTM - Per Sector Product includes: 3-inch GSD AccuPlus ortho mosaic tiles (GeoTIFF format), 3-inch GSD oblique Iiame images (4-way), 3-inch GSD orthogonal frame images, 3- inch GSD area-wide ortho mosaic (ECW format), 1-meter GSD ortho mosaic sector tiles and one area-wide I -meter GSD mosaic (ECW format). Orthogonal GSD: 0.25 feet/pixel; Nominal Oblique GSD (all values +/-10%): Front Line: 0.24feetlpixel, Middle Line: 0.28 feeVpixel, Back Line: 0.34 feeVpixel. Ortho-mosaic accuracy: 0.75 ft. RMSE (X or Y); 1.84 ft NSSDA 95%; meets or exceeds ASPRS Class I (1990) at 1"=100'; NMAS Class I at I ":50'. Refer to attached terms and conditions. Applicable Terms and Conditions: Delivered Content Terms and Conditions of Use $795.00 $715.50 (10%) $51,5 r 6.00 72 IMAGERY. COMMTINITY - 4-way (C5) (9in) - Per Sector Product includes 9-inch GSD oblique frame images (4- way),9-inch GSD orthogonal frame images, l-meter GSD ortho mosaic sector tiles and one area-wide I -meter GSD mosaic (ECW format). Orthogonal GSD: 0.75 feeVpixel; Nominal Oblique GSD (all values +/-10%): Front Line: 0.74 feet/pixel, Middle Line: 0.85 feet/pixel, Back Line: 1.00 feet/pixel. Applicable Terms and Conditions: Delivered Content Terms and Conditions of Use $ 150.00 $135.00 (r0%) $9,720.00 I AccuPLUS Project Fee - PICT DTM AccuPLUS pdect fee for projects without customer- supplied DTM Applicable Terms and Conditions: Delivered Content Terms and Conditions of IJse $7,500.00 $7,500.00 72 Tiles - Standard (9in GSD; JPG format) Per Sector Available with corresponding 9" GSD imagery purchase. 9-inch GSD Mosaic Tiles in JPG Format. Tiles are provided "as is." Referto Product Parameters for additional details. Applicable Terms and Conditions: Delivered Content Terms and Conditions of Use $10.00 s720.00 I Media Drive Capacity 93lG - Drive Model lT - EXTPOWER Extemal USB 2.0 / eSATA Extemally Powered. Delivery media prices include copying a complete image library onto media. Sub-warehousing sold separately. Annlicable Terms and Conditions: C)rder Form $199.00 $r99.00 72 Mosaic - Area Wide (9in GSD; MrSID format; individual) Per Sector Available with purchase ofcorresponding tile product. New processing or re-processing to MrSID of individual tiles of f-inch GSD imagery. Tiles are provided "as is." Refer to Product Parameters for additional details. Applicable Terms and Conditions: Delivered Content Terms and Conditions of Use $0.50 $36.00 I RapidAccess - Disaster Response Program RapidAccess - Disaster Response Program is an emergency response program offering flights after an emergency or disaster. Refer to the attached detailed description ofthe Disaster Response Program. Annlicahle Tems and Conditions: Order Fom $0.00 $0.00 I AccuPlus Imagery Bundle dThree(3)Yrs of EFS Maint & Support Includes digital copy ofthe Licensed Documentation for the License Software, two (2) End User Training Sessions, one (1) Advanced User Technical Training, one (1) Administration / IT Training Session, fifteen (l 5) hours oftelenhone sunnort one conv ofPictometru $0.00 $0.00 Page 3 of l0 City of Kent, WA - C9341261 2020-06-23 DD-0001-201603 l 8 DocuSign Envelope ID: 20866074-BD31-44F1-A930-787378694BC3 QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT PRICE (%) AMOUNT Electronic Field Study (EFS) software, latest version, on the storage media specified herein, and access to download updated versions ofthe EFS Licensed Software for a period ofthree 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 Thank for as servtce TOTAL Amount per product = ((l-Discount %) * Qty * List Price) F.EES; PAYMENT TERMS All amounts due to Pictometry pursuant to this Agreement ("Fees") are expressed in United States dollars. To the extent any zrmounts properly invoiced pursuant to this Agreement are not paid within thirty (30) days following the invoice due date, such unpaid amounts shall accrue. Due at Initial Shipment of Imagery Sales Tax Total Payment PRODUCT PARAMETERS ACCUPLUS IMAGERY Product: Coverage Area Format: Leaf: IMAGERY Product: Leaf AccUPLUS 3in - PICT DTM - Per Sector Shapefile LeafOff: Less than 30% leafcover IMAGERY - COMMUNITY - 4-way (C5) (9in) - Per Sector LeafOff: Less than 30% leafcover $69,691.00 s6,969.10 $76,660.10 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 ofthe resulting mosaics. While Pictometry works to minimize such artifacts, the Pictometry standard ortho mosaic products are provided on an 'AS IS' basis with respect to visible cutlines along mosaic seams resulting fiom 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 buitdings not being represented in the elevation data; iv. Seasonal variations caused by images taken at different times during a season, orduring different seasons; v. Ground illumination variations caused by images taken under different illumination (e.g., sunny, high overcast, moming light, afternoon light, etc.) within one flight day or during different flight days; vi. Single GSD color variations caused by illumination differences or multiple-aircraff/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 ofwater (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. RapidAccess-Disaster Response Program ("DRP") Customer is eligible for DRP described below from the Effective Date through the second anniversary of the initial Project delivery. Following payment to Pictometry of amounts due with respect to each subsequent Project, Customer will be eligible for the then-current DRP for a period of two years from delivery of such subsequent Project. Customer must be in good-standing with Pictometry to maintain eligibility for DRP. A. Disaster Coverage Imagery at No Additional Charge - Pictometry will, upon request of Customer and at no additional charge, provide standard quality imagery of up to 200 square miles of affected areas (as determined by Pictometry) upon the occurrence of any of the following events during any period Customer is eligible for DRP: I Hurricane: areas affected by hunicanes ofcategory 2 and higher. I Tornado: areas affected by tomados rated EF4 and higher. t=l Terrorist: areas affected by damage from terrorist attack. ! Earthquake: areas affected by damage to critical infrastructure resulting fiom earthquakes measured at 6.0 or higher on the Richter scale. Page4oflO CityofKent,WA-C9341261 2020-06-23 DD-0001-20160318 DocuSign Envelope ID: 20866074-BD31-44F1-A930-787378694BC3 n Tsunami: areas affected by damage to critical inftastructure resulting from tsunamis. B. Discounted Rate - Coverage for areas affected by the events set forth above exceeding 200 square miles will be, subject to Pictometry resource availability, oflered to Customer at the then current DRP rates. Also, coverage for areas affected by hurricanes below Category II, tomadoes below EF4 or earthquakes rated below 6.0 on the Richter scale will be, subject to Pictometry resource availability, offered to Customer at the then cunent DRP rates. C. Online Services - Use of Pictometry Connect ExploreflM - Pictometry's DRP includes the use of Connect Explorer for a term of ninety days from the date of delivery of the DRP imagery. Customer shall have access to the DRP imagery for as long as they maintain an active Connect account. Page 5 of l0 City of Kent, WA-C9341261 2020-06-23 DD-0001-20160318 DocuSign Envelope ID: 20866074-BD31-44F1-A930-787378694BC3 SECTION B LICENSE TERMS PICTOMETRY DELIVERED CONTENT TERMS AND CONDITIONS OF'USE These Pictometry Delivered Content Terms and Conditions of Use (the "petlvereA Content fo '), in combination wrth the conesponding Agreement into which these terms are incorporated, collectively set forth the terms and conditions that govem use ofDelivered Content (as hereinafter defined) for use within computing environments operated by parties other than Pictometry. As used in the Delivered Content Terms and Conditions the terms "you" and "your" in uppercase or lowercase shall mean the Customer that entered into the Agreement into which the Delivered Content Terms and Conditions are incorporated. 1. DEFINITIONS 1.1 "Authqlzgd fubdjUsjg[" means, if you are a county or a non-state consortium of counties, any political unit or subdivision located totally or substantially within your boundaries that you authorize to have access to Delivered Content pursuant to the Delivered Content Terms and Conditions. l.2 "AuthorizedSystem"meansaworkstationorserverthatmeetseachofthefollowingcriteria(i)itisownedorleasedbyyouoranAuthorizedSubdivision,(ii) it is located within and only accessible from facilities that are owned or leased by you or an Authorized Subdivision, and (iii) it is under the control ofand may only be used by you or Authonzed Subdivisions. 1.3 "4u!hqlZe!L_U$I" means any employee of you or Authorized Subdivisions that is authorized by you to have access to the Delivered Content through an Authorized System. 1.4 "Dglyercd eglteqf" means the images, metadata, data layers, models, reports and other geographic or structural visualizations or embodiments included in, provided with, or derived from the information delivered to you by or on behalf ofPictometry pursuant to the Agreement. 1.5 "PfSJget JA{!SlpA{" means any employee or contractor ofpersons or entities performing services for compensation for you or an Authorized Subdivision &at has been identified by written notice to Pictometry priorto being granted access to Delivered Content and" unless Pictometry expressly waives such requirement for any individual, has entered into a written agreement wrth Pictometry authorizing such access. 2. GRANT OF RIGHTS; RESTRICTIONS ON USE; OWNERSHIP 2,1 SubjecttothetermsandconditionsoftheAgreement,youaregrantednonexclusive,nontransferable,limitedrightsto: (a) install the Delivered Content on Authorized Systems; (b) permit access and use ofthe Delivered Content through Authorized Systems by: (i) Authorized Users for performance ofpublic responsibilities ofyou or Authorized Subdivisions that are to be performed entirely within facilities ofyou or Authorized Subdivisions; (ii) Project Participants under the supervision of Authorized Users for performance oftasks or preparation of materials using only hard copies (or jpg copies) ofDelivered Content solely for fulfilling public responsibilities ofyou or Authonzed Subdivisions to be performed entirely within facilities ofyou or Authorized Subdivisions; and (iii) individual members ofthe public, but only through Authorized Users and solely for the purpose ofmaking hard copies orjpg copies ofimages of individual properties or structures (but not bulk orders of multiple properties or structures) to the individual members of the public requesting them. 2.2 You may not reproduce, distribute or make denvative works based upon the Delivered Content in any medium, except as expressly permitted in the Dslivered Content Terms and Conditions. You may not offer any part of the Delivered Content for commsrcial resale or commercial redistribution in any medium. You may not distribute or otherwise make available any Delivered Content to Google or its affiliates, either directly or indirectly. You may not exploit the goodwill of Pictometry, including its trademarks, service marks, or logos, without the express written consent of Pictometry. You may not remove, alter or obscure copyright notices or other notices contained in the Delivered Content. All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in Delivered Content in all media belong to Pictometry or its third party suppliers. Neither you nor any users ofthe Delivered Content acquire any proprietary interest in the Delivered Conten! or any copies thereo{ except the limited use rights granted herein. 2.3 2.4 2.5 2.6 2.7 3. OBLIGATIONS OF CUSTOMER 3.1 Geographic Data. If available, you agree to provide to Pictometry geographic data in industry standard format (e.g., shape, DBF) including, but not limited to, digital elevation models, street centerline maps, tax parcel maps and centroids, which dat4 to the extent practicable, shall be incorporated into the Delivered Content. You agree that any of this data that is owned by you may be distributed and modified by Pictometry as part of its products and services, provided that at no time shall Pictometry claim ownership ofthat data. 3.2 Notification. Youshall(a)notifiPictometryinwritingofanyclaimsorproceedingsinvolvinganyoftheDeliveredContentwithinten(10)daysafteryou leam ofthe claim or proceeding, and (b) report promptly to Pictometry all claimed or suspected defects in Delivered Content. 3.3 Authorized User Compliance. You shall at all times be responsible for compliance by each Authorized User with the Delivered Content Terms and Conditions. 3.4 Authorized Subdivision Compliance. You shall at all times be responsible for compliance by each Authorized Subdivision with the Delivered Content Terms and Conditions. 3.5 Project Participants. Each notice to Pictometry identifring a potential Project Participant shall include a detailed description ofthe scope and nature ofthe Project Participants' planned work and the intended use of the Delivered Content in such work. Pictometry retains the right to restrict or revoke access to Delivered Content by any Project Participant who does not comply with the terms ofthe Delivered Content Terms and Conditions. 4. LICENSE DURATION; EFFECT OF TERMINATION 4.1 Term. The license granted to you in the Delivered Content Terms and Conditions is perpetual, subject to Pictometry's right to terminate the license in the event you do not pay in full the Fees specified elsewhere in the Agreement, the Agreement is terminated for any reason other than a breach ofthe Agreement by Pictometry, or as otherwise provided in the Agreement. 4.2 EffectofTermination. UponterminationofthelicensegrantedtoyouintheDeliveredContentTermsandConditions,youshallimmediatelyceasealluse ofthe Delivered Content, promptly purge all copies ofthe Delivered Content from all workstations and servers on which any ofit may be stored or available at the time, and retum hard drive/media containing Delivered Content to Pictometry. 5. TRADEMARKS; CONFIDENTIALITY 5.1 UseofPictometry'sMarks. Youagreenottoattachanyadditionaltrademarks,tradenames,logosordesignationstoanyDeliveredContentortoanycopies Page 6 of 10 City of Kent, WA-C9341261 2020-06-23 DD-O001-201603 I 8 DocuSign Envelope ID: 20866074-BD31-44F1-A930-787378694BC3 of any Delivered Content without prior written approval from Pictometry. You may, however, include an appropriate govemment seal and your contact information so long as the seal and contact information in no way obscure or deface the Pictometry marks. You further agree that you will not use any Pictometry trademark, trade name, logo, or designation in connection with any product or service other than the Delivered Content. Your nonexclusive right to use Pictometry's trademarks, trade name, logos, and designations are coterminous with the license granted to you in the Delivered Content Terms. 5.2 Confidentiality of Delivered Content The Delivered Content consists of commercially valuable, proprietary products owned by Pictometry, the design and development ofwhich reflect an investment ofconsiderable time, effort, and money. The Delivered Content is treated by Pictometry as confidential and contains substantial trade secrets of Pictometry. You agree that you will not disclose, provide a copy of, or disseminate the Delivered Content (other than as expressly permitted in the Delivered Content Terms and Conditions) or any part thereofto any person in any manner or for any purpose inconsistent with the license granted to you in the Delivered Content Terms and Conditions. You agree to use your best efforts to assure that your personnel, and any others afforded access to the Deliversd Content, protect the Delivered Content against unauthorized use, disclosure, copying, and dissemination, and that access to the Delivered Content and each part thereof will be strictly limited. 6. LIMITED WARRANTY; DISCLAIMER OF WARRANTIES 6.1 Limited Warranties; Exclusive Remedy. Pictometry warrants that the Delivered Content will contain true and usable copies of the designated imagery as of the date of capture. As the sole and exclusive remedy for any breach of the foregoing warranty, Pictometry shall use reasonable efforts to correct any deficiency that precludes use ofthe Delivered Content in the manner intended. 6.2 Disclaimer of Other Warranties. Except as provided in Section 6.1, above, THE DELIVERED CONTENT IS PROVIDED TO YOU "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, MERCTIANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ACCURACY, ARE HEREBY DISCLAIMED AND EXCLUDED BY PICTOMETRY. 6.3 Limitation of Lilbility. With respect to any other claims that you may have or assert against Pictometry on any matter relating to the Delivered Content, the total tiability ofPictometry shall, in the aggregate, be limited to the aggregate amount received by Pictometry in payment for Delivered Content during the immediately preceding twenty-four (24) month period. 7. MISCELLANEOUS PROVISIONS 7.1 Restricted Rights. Delivered Content acquired with United States Govemment funds or intended for use within or for any United States federal agency is provided with "Restricted Rights"'as defined in DFARS 252.227-7013,Rights in Technical Data and Computer Software and FAP.52227-l4,Rights in Data- General, including Altemate III, as applicable. 7.2 Governing Law. This License Agreement shall be govemed by and interpreted in accordance with the laws of the State of New York, excluding its confl icts of law principles. IEND OF DELMRED CONTENT TERMS AND CONDTTTONSI Page 7 of l0 City of Kent, WA-C9341261 2020-06-23 DD-0001-20160318 DocuSign Envelope ID: 20866074-BD31-44F1-A930-787378694BC3 SECTION C NON-STANDARD TERMS AND CONDITIONS l. Applicable Law. Notwithstanding anything to the contrary set forth elsewhere in this Agreement, this Agreement and any modifications, amendments or alterations shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Washington, excluding its conflicts of law principles. Each party irrevocably consents to the exclusive jurisdiction of the courts of the State of Washington in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement. 2. Software License Agreement. The Software License Agreement accepted by Customer on September 30,2019 shall be incorporated by reference into this Agreement. 3. Public Records. Pictometry acknowledges that information submitted to the City is subject to the Washington Public Records Act, Chapter 42.56 RCW, and is open to public inspection, subject to any exceptions permitted by law (i.e., unless an exemption applies). Pictometry may identifu records submitted to the City/Licensee that Pictometry believes are non-disclosable, such as trade secrets. Pictometry is responsible for clearly and conspicuously identifring the records as confidential or proprietary, and shall provide a brief written explanation as to why such information is confidential and how it may be treated as such under state or federal law. The Cityllicensee agrees to keep confidential any proprietary or confidential books or records to the extent permitted by law. If the Cityllicensee receives a public records request under Chapter 42.56 RCW or similar law for the disclosure of the records or any part of the documents Pictometry has designated as confidential, trade secret, or proprietary, the City shall provide Pictometry with written notice of the request as soon as commercially feasible to do so, including a copy of the request prior to disclosure so that Pictometry can take appropriate steps to protect its interests. Nothing in this Section prohibits the City from complying with Chapter 42.56 RCW or any other applicable law or court order requiring the release of public records, and the City shall not be liable to Pictometry for compliance with any law or court order requiring the release of public records. The City will not assert an exemption from disclosure or production on Pictometry's behalf. The City shall comply with any injunction or court order obtained by Pictometry that prohibits the disclosure of any such confidential records. If a higher court overturns an injunction or court order and such higher court action is or has become final and non- appealable, Pictometry shall reimburse the City for any fines or penalties imposed for failure to disclose such records within 45 days of a request from the City, unless additional time is reasonably necessary under the circumstances and is agreed to by the parties. 4. Pictometry shall use commercially reasonable efforts to complete the image capture during the Fall/Winter 2020 capture season. This is a target date only because the image capture process may be affected by numerous conditions outside of Pictometry's control including weathero aircraft availability, and airspace permissions. IEND OF NON-STANDARD TERMS AND CONDITIONSI Page 8 of l0 City of Kent, WA*C9341261 2020-06-23 DD-000r-201603 1 8 DocuSign Envelope ID: 20866074-BD31-44F1-A930-787378694BC3 APPENDIX 1 PHOTOGRAMMETRIC PRODUCT SPECIFICATIONS AccuPlus@ Premium Ortho-Mosaic Product Overview: Seamless ortho-mosaic produced from individual frames and tiled to customer's prefened tiling scheme. Acquisition: Flight plans will be prepared to capture image frames with nominal 60Yo forward overlap and nominal 30% sidetap in order to provide sufficient overlap for automatic aerial triangulation and mitigation ofbuilding lean in orthophotography produced. Source imagery will be acquired during times ofoptimal environmental conditions. Imagery will generally be captured when solar altitude is 30 degrees or greater and/or by using the most optimal four-hour window, except where capture season offers significantly longer window. Imagery will be acquired with ground free of snow cover and deciduous vegetation less than 30% of full bloom. Frames with clouds will be rejected and reflown. Any planned deviation from these conditions imposed by capture window constraints will be discussed with client prior to commencement of acquisition. Camera: Pictomstry utilizes its USGS certified, custom designed mapping camera incorporating a Kodak sensor and custom designed photogrammetric lenses. The sensor is fully calibrated according to Pictometry's USGS approved calibration process. Pictometry's sensor provides a dynamic range of 12 bits per band, RGB (resampled to 8 bits during processing). Ortho-Rectification: Prior to the production oforthophotography, Pictometry will perform automatic aerial triangulation, utilizing the directly observed Exterior Orientations (EOs) and groundcontrolpoints(GCPs),measuredbyalicensedsurveyor,forthepurposeoforientingtheindividualframesforcreationofthefinalorthoimagery. Inadditionto the GCPs, sophisticated matching techniques will be employed to automatically create tie points for use in perlorming a bundle adjustment. Pictometry will utilize best available Digital Tenain Models, combined with the calibrated camera interior orientations, ground control points, and triangulated EOs to rectifr the images. When the rectification requires a resampling of the source imagery, a cubic convolution method will be utilized. Mosaic: Globalcolorbalancingwillbeappliedtoallorthophotostocreatehomogeneousorthophotoswithintheprojectarea. Localadjustmentsofbrightnessvalues,colorand contrast will be performed ifneeded. There will be no obvious seam edge between two adjacent orthophotos, Mosaic will be created using automated seamline steering, with manual edits to eliminate feature misalignment caused by seamlines which pass thru features above the elevation surface. Feature aligrment across seamlines will be 3 pixels or better. When possible, seamlines will be steered away from elevated features to improve orthophoto quality. Once the mosaic has been produced, the imagery will be tiled and named according to the customer provided (or Pictometry generated) schema for delivery. Page 9 of 10 City of Kent, WA -C9341261 2020-06-23 DD-0001-201603 I 8 DocuSign Envelope ID: 20866074-BD31-44F1-A930-787378694BC3 MAP(s) Page l0 of l0 C ity of Kent, W A * C9341261 2020-06-23 DD-0001 -201603 l 8 !arA€ 5€ffr.nrm'!i :CitY of gamm€inlslreaglevtewn4Ue 1 Ia 6teae&o.a Youdgr$ 'rA ii Dcg wav WA of Kent 9in DeliveryArea - 72 Miles City of Kent 3in AccuPlus DeliveryArea - 72 Sq Miles cttsr A.tpail|:wAr6t1 Cnumclaw BonEry t.kc I 10 i I : :a DocuSign Envelope ID: 20866074-BD31-44F1-A930-787378694BC3