LAC EXTERNAL ENTITY AGREEMENT BETWEEN
PICTOMETRY INTERNATIONAL CORP. ("Pictometry") AND
CITY OF MERCED, CA ("CUSTOMER")
Whereas; Pictometry is a party to an Agreement By and Between County of Los Angeles and Pictometry for Digital Aerial Data dated December 2013 (the "LAC Agreement"); and
Whereas the LAC Agreement provides that an External Entity (as defined in the LAC Agreement) may license or otherwise acquire rights to digital aerial data outside of Los Angeles County pursuant to or based upon the pricing and/or other terms set forth in Exhibit C (Schedule for External Entities) of the LAC Agreement; and Whereas, Customer meets the criteria necessary to be an External Entity; and Whereas, Customer wishes to obtain certain Pictometry products and services as an External Entity based upon the LAC Agreement; Now therefore, Customer and Pictometry hereby agree as follows:
1. This order form ("Order Form"), in combination with certain provisions of the LAC Agreement identified below and the contract components listed below and attached hereto:
Section A: Product Descriptions, Prices and Payment Terms Appendix 1: Photogrammetric Product Specifications
Sector Map
(all of which, collectively, constitute the "City of Merced, CA Agreement"), which sets forth the entire understanding between Pictometry and Customer with respect to the subject matter hereof and supersedes all prior representations, agreements and arrangements, whether oral or written, relating to the subject matter hereof. Modifications to the City of Merced, CA_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 City of Merced, CA Agreement is issued solely for Customer's internal administrative purposes and the terms and conditions set forth on any such purchase order shall be of no force or effect as between the parties.
In the event of any conflict among any contract components comprising the City of Merced, CA 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 (if any), Photogrammetric Product Specifications (if any), and Order Form (including provisions incorporated from the LAC Agreement).
3. All notices under the City of Merced, CA Agreement shall be in writing and shall be sent to the following respective addresses:
CUSTOMER NOTICE ADDRESS PICTOMETRY NOTICE ADDRESS
1776 Grogan Ave 25 Methodist Hill Drive
Merced, CA 95341 Rochester, NY 14623
Attn: Michael Machado, GIS Coordinator Att: Contract Administration Phone: (209) 384-5789 Phone: (585) 486-0093
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.
4. All of the City of Merced, CA 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 the City of Merced, CA Agreement, provided no such assignment shall affect Pictometry's obligations hereunder, and (ii) Pictometry shall have the right to assign all its rights under the City of Merced, CA Agreement to any person or entity, provided the assignee has assumed all of Pictometry's obligations under the City of Merced, CA Agreement.
5. Customer shall have the rights set forth in Section 10 of the LAC Agreement to use the products and services described in Section
A to the City of Merced, CA Agreement.
6. The products and services described in Section A to the City of Merced, CA Agreement are provided to Customer subject to the provisions of Sections 12, 13, 14, 15, 16, 17, 18, 20, 21, 22, 23, 24, 25, 26, 28, 30, 31, 32, 33, 34, 35, 39, 40, 41, 42, 43, 53, 54, 55,56, 57, and 58 of the LAC Agreement as if those provisions were set forth herein, mutatis mutandis.
7. In consideration of, and subject to, payment by Customer of the Fees specified in Section A of the City of Merced, CA Agreement, Pictometry agrees to provide Customer with access to and use of the products specified in Section A of the City of Merced, CA Agreement, subject to the terms and conditions set forth in the City of Merced, CA Agreement.
8. Customer hereby agrees to pay the Fees specified in Section A of the City of Merced, CA Agreement in accordance with the stated payment terms and accepts and agrees to abide by the terms of the City of Merced, CA Agreement.
The City of Merced, CA Agreement shall become effective upon execution by duly authorized officers of the Customer and Pictometry and receipt by Pictometry of such fully executed document, such date of receipt by Pictometry being the "Effective Date." PARTIES:
CUSTOMER PICTOMETRY
CITY OF MERCED, CA PICTOMETRY INTERNATIONAL CORP.
a political subdivision of the State of California a Delaware corporation SIGNATURE: SIGNATURE:
NAME: NAME:
TITLE: TITLE:
DATE: EXECUTION DATE:
DATE OF RECEIPT (EFFECTIVE DATE)
APPROVED AS TO FORM:
7/18/2022
Date
City Attorney
SECTION A PRODUCT DESCRIPTIONS, PRICES AND PAYMENT TERMS Pictometry International Corp. ORDER #
25 Methodist Hill Drive C24839526
Rochester, New York 14623
BILL TO SHIP TO
City of Merced, CA City of Merced, CA
Michael Machado, GIS Coordinator Michael Machado, GIS Coordinator 1776 Grogan Ave 1776 Grogan Ave
Merced, CA 95341 Merced, CA 95341
(209) 384-5789 (209) 384-5789
[email protected] [email protected]
CUSTOMER ID SALES REP FREQUENCY OF PROJECT
A116635 rzipf Biennial
FIRST PROJECT
QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT AMOUNT' PRICE (%)
114 Reveal Essentials+ Property Provides high resolution ortho and oblique imagery at a $ 400.00 $ 360.00 $ 41,040.00 Property level. Deliverables include measurable oblique (10% - Long and ortho imagery at a property resolutions. Color balanced Term Incentive orthomosaic imagery is generated by a fully automated Discount) photogrammetric process and delivered digitally in various Product Parameters:
Leaf Off: Less than 30% leaf cover
Pictometry Connect - Pictometry Connect - Early Access provides authorized $ 10,000.00 $ 0.00 $ 0.00 Early Access 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.
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.
RapidAccess - Disaster Rapid Access - Disaster Response Program is an emergency $0.00 $0.00 Response Program response program offering flights after an emergency or disaster. . Refer to the attached detailed description of the Disaster Response Program.
I wok is oF BF Maint the Lies seal are in 2) End use rain eins, $ 0.00 $ 0.00 SUBTOTAL $41,040.00
SECOND PROJECT
QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT AMOUNT PRICE (%)
114 Reveal Essentials+ Property Provides high resolution ortho and oblique imagery at a $ 400.00 $ 360.00 $ 41,040.00 Property level. Deliverables include measurable oblique (10% - Long and ortho imagery at a property resolutions. Color balanced Term Incentive orthomosaic imagery is generated by a fully automated Discount) photogrammetric process and delivered digitally in various formats with the associated metadata.
Product Parameters:
Leaf:
Pictometry Connect - Pictometry Connect - Early Access provides authorized $ 10,000.00 $ 0.00 $ 0.00 Early Access isers the ability to login and access the imagery, as (100%) pecified elsewhere in this agreement, immediately
ollowing its preliminary processing and quality contro
(through the men This otering requires an petites of
access to an imagery produc
Oblique Imagery Bundle $0.00 $ 0.00
w/Two(2) Yrs of EFS Maint
& Support
with a copy of the updated documentation.
Rapid Access - Disaster apidAccess - Disaster Response Program is an emergency $ 0.00 $ 0.00 Response Program esponse program offering flights after an emergency ( disaster. Refer to the attached detailed description of the Disaster Response Program.
SUBTOTAL $41,040.00
THIRD PROJECT
QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT AMOUNT' PRICE (%)
114 Reveal Essentials+ Property Provides high resolution ortho and oblique imagery at a $ 400.00 $ 360.00 $ 41,040.00 Property level. Deliverables include measurable oblique (10% - Long Term Incentive
Discount)
Pictometry Connect - $ 10,000.00 $ 0.00 $ 0.00
Early Access (100%)
following its preliminary processing and quality contro checks and prior to its final processing. Early Access
T $0.00 $ 0.00
w/Two(2) Yrs of EFS Maint
ne (1) Advanced User Technical Training, one (l
ministration / IT Training Session, ten (10) hours o
Rapid Access - Disaster lapidAccess - Disaster Response Program is an emergency $ 0.00 $ 0.00 Response Program esponse program offering flights after an emergency o
disaster. Refer to the attached detailed description of the Disaster Response Program.
SUBTOTALI $41,040.00
Thank you for choosing Pictometry as your service provider. TOTAL $ 123,120.00 'Amount per product = ((1-Discount %) * Qty * List Price)
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 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 vili. 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. 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:
• Hurricane: areas affected by hurricanes of Category 2 and higher. • Tornado: areas affected by tornados rated EF4 and higher. • Terrorist: areas affected by damage from terrorist attack. • Earthquake: areas affected by damage to critical infrastructure resulting from earthquakes measured at 6.0 or higher on the Richter scale. • Tsunami: areas affected by damage to critical infrastructure 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, offered to Customer at the then current DRP rates. Also, coverage for areas affected by hurricanes below Category II, tornadoes below EF4 or earthquakes rated below 6.0 on the Richter scale will be, subject to Pictometry resource availability, offered to Customer at the C. Online Services - Use of Pictometry Connect Explorer™ - 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 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 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.
FIRST PROJECT
Due at Initial Shipment of Imagery $20,520.00
Due at First Anniversary of Shipment of Imagery $20,520.00 Total Payments S41,040.00
SECOND PROJECT
Due at Initial Shipment of Imagery $20,520.00
Due at First Anniversary of Shipment of Imagery $20,520.00 Total Payments $41,040.00
THIRD PROJECT
Due at Initial Shipment of Imagery $20,520.00
Due at First Anniversary of Shipment of Imagery $20,520.00 Total Payments S41,040.00
APPENDIX 1 PHOTOGRAMMETRIC PRODUCT SPECIFICATIONS
Essentials+ Property deliverables
Product Essentials+ Property
Ortho Frame • Nominal 2in GSD ortho imagery, Imagery as good as 1.2in and no worse than 3in Imagery
Orthomosaic • Typical Positional Horizontal Accuracy: 1m at a 95% confidence level Specifications • Fully automated photogrammetric orthomosaic. Imagery may contain seamlines • Project-wide color and contrast balancing
Oblique Imagery Nominal 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 Metadata:
Reporting Metadata generated that meets FGDC Standards upon request : Shapefiles) with discrete deliverable boundaries and directional metadata Orthomosaic Resolution:
Deliverable • Nominal 2in GSD, no worse than 3in (Best Available Provided) Format (Online) Access Methods:
Available via web-based viewer (Connect) - Contracted separately : Also avalable via WS WWS (mage Service) - Contracted separately Orthomosaic Resolution:
Deliverable • Nominal 2in GSD, no worse than 3in (Best Available Provided) Format (Physical) Projection/Coordinate System:
• Customer Selectable
Datum:
• Customer Selectable
File Format:
• Mosaic Tiles
• Available as JPEG, GeoTIFF, JPEG2000, PNG, ECW, MrSID (All versions) with world file
• Includes separate Pictometry Map Image (PMI) trailer file • Project-Wide Mosaic
• Available in ECW, MrSID (All versions) format
Oblique Imagery Access methods:
& Frame Imagery • Available via web-based viewer (Connect) - Contracted separately Deliverable
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
MAP(S)
City of Merced, CA
=/ eagleview
• Essentials Plus Property - 114 Sq Miles