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HomeMy WebLinkAboutResolution - 2008-R0131 - Interlocal Agreement - Lubbock Co. LECD, LCAD - Sharing Of GIS Systems - 04_10_2008Resolution No. 2008-RO131 April 10, 2008 Item No. 5.29 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock an Interlocal Agreement with Lubbock County, Lubbock Emergency Communication District, and Lubbock Central Appraisal District regarding sharing geographic information systems. Said Interlocal Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 10th day of April , 2008. DAVID A. MILLER, MAYOR ATTEST: Garza, City APPROVED AS TO CONTENT: . QM a4 — M YeaAvood, Assistant City Manager Chief Information Officer APPROVED AS TOO FORM: Linda L. Chamales, Senior Attorney Office Practice Section City att / Linda / Res — Interlocal Agmt - Datasharing March 28, 2008 Resolution No. 2008-RO131 INTERLOCAL AGREEMENT FOR SHARING GEOGRAPHIC INFORMATION SYSTEMS THIS AGREEMENT is entered into on the 10'h day of April 2008, by and between the City of Lubbock (City), Lubbock County (County), Lubbock Emergency Communication District (LECD), and Lubbock Central Appraisal District (LCAD), each being political subdivisions of the State of Texas, pursuant to the authority granted by and in compliance with the provisions of the Interlocal Cooperation Act, Chapter 791, Government Code, and in furtherance of the purposes of these parties as provided by law. WHEREAS, the City, Lubbock County, LECD and LCAD share a common area of geographic interest, and WHEREAS, technological advances have made it possible for the four agencies to share information, including data, orthophotography, and maps; and WHEREAS, the parties desire to share base, street and parcel maps covering the geographic area of Lubbock County and its political subdivisions and other data of mutual interest; and WHEREAS, the City, LECD and the County desire to use the Pictometry Visual Intelligence software licensed to LCAD; NOW THEREFORE, the parties agree to the following: 1. PURPOSE. The purpose of this agreement is to create a mechanism for interagency data sharing, including but not limited to, digital orthophotography, data and maps covering the geographic area of Lubbock County and its political subdivisions. 2. TERM. The term of this agreement is for a period of five (5) years commencing on the date of execution of the Agreement, subject to earlier termination as provided in paragraph 6. This Agreement may be extended for five (5) successive terms of five (5) years each upon written agreement of all parties. 3. CITY RESPONSIBILITIES. a. The City will be responsible for creation and maintenance of base, centerline and parcel maps of the City of Lubbock. The City will maintain a futures map layer of this area and database records for parcels inside the city limits. b. The City will provide monthly updates of base, centerline and parcel maps, digital orthophotography and associated data available online for download and will provide interim updates directly to the County, LECD and LCAD as requested. c. Upon receipt of geo numbers for new plats and accounts, the City will add the new parcels to the city's base maps and parcel maps and add that data to the online download in a timely manner. d. The City will provide building and demolition permits, and recorded plats with addresses assigned to LOAD. e. Information about city annexations, including ordinances and city limits data sets will be provided to all parties. f. The City will provide paper copies of preliminary plats and of recorded plats to all parties. Electronic copies of recorded plats will be provided upon request. g. The City will provide zoning information to the County, LECD and LCAD when that information becomes available in digital format. h. The City will cooperate with the County on census and voting precinct data creation, and make such data available to other parties on request. 4. LCAD RESPONSIBILITIES. a. LCAD will provide adequate information to the City to allow creation of a futures map layer and database. b. LCAD will maintain a map layer and database for the LCAD certified tax roll that will be frozen at the date of certification each year. After certification, LCAD will provide all parties with an electronic copy of the certified roll map images and digital maps and database, including property values. c. LCAD will assign geo numbers for new plats to aid the City in timely map updates. Other new accounts will be created as deed records are received, and LCAD will provide a futures database of owners of new accounts for use in the city database. Information will be provided to the City monthly. d. Other monthly data transfer from LCAD to the City will include but will not be limited to new and changed accounts, tax values, geo numbers, sales data (excluding sale amounts), ownership data, and exemption data. Similar data will be available to other parties upon request. e. LCAD will provide City with timely notice of any geo numbers changed and/or reassigned. f. LCAD will provide Pictometry Visual Intelligence software, images and related data to all parties under the terms of the attached agreement (Exhibit A). 2 5. LECD RESPONSIBILITIES. a. LECD will maintain a centerline file of rural Lubbock County and all small cites and towns. Small cities and towns centerline information will be based on information received from those municipalities. b. Data provided by LECD to all parties shall include, but not be limited to, any maps created by LECD and rural address data. c. LECD will provide at least two copies of the LECD map book to each party at no cost. 6. LUBBOCK COUNTY RESPONSIBILITIES a. The County will provide copies of recorded plats outside the City's E,TJ to each party upon request. b. The County will cooperate with the City on census and voting precinct data creation, and make such data available to other parties on request. 7. MUTUAL RESPONSIBILITIES. a. All parties will exchange data upon request in addition to the specific data exchanges detailed above. b. All parties will share digital orthophotography acquired by any party. Cooperative funding, if any, will be negotiated at the time of contract by the originating party. c. All parties may link to each other's websites as needed. d. All parties will promptly report errors in data to the creating party. e. All parties will work together to resolve any technical difficulties encountered in the implementation of this agreement. 8. AMENDMENT. This Agreement may be amended or modified by the mutual consent of all the parties hereto in writing to be attached to and incorporated into this Agreement. 9. TERMINATION. It is further agreed by and between the parties hereto that any party shall have the right to terminate this Agreement for any reason without penalty upon thirty (30) days written notice to the other parties of such intention to terminate. 10. INDEMNIFICATION. To the extent authorized by law, the parties shall each hold the other harmless from any claim or damages of any nature whatsoever arising from the acts of its own officials and employees in connection with this agreement. 3 11. PAYMENT. Even though this agreement contemplates no payments, any payments that should be required shall be made from current revenues available to the paying party. EXECUTED this 10`h day of April, 2008. CITY OF LUBBOCK David A. M Her Mayor ATTEST: Q-�Q- R&E-ca Garza City Seere-tary APPROVED AS TO CONTENT 1-n-� �A" Mar Yea ood Chie Information Officer Sally Still Abbe Geographic Information Systems Manager APPROVED AS TO FORM Linda L. Chamales Supervising Attorney, Office Practice LUBBOCK CENTRAL APPRAI DISTRICT Ler Montoya Chairman ATL Cindy Lo Assistant Chief Administrator APPROVED AS TO CONTENT Pat Brownd Assistant Chief Appraiser APPROVED AS TO FORM C>�a d'f Laura Monro Attorney for LCAD LUBBOCK EMERGENCY COMMUNICATION DISTRICT Michael H Grossie Executive Director APPROVED AS TO FORT ` /VJaMcCutchi�— �----Aftorney for LECD Lc: city att/Linda/ Interincal -GIs March 25.2008 LUBBOCK COUNTY Thomas Head County Judge ATTEST: Ay info (�rninty f �r r r PICTOMETRY INTERNATIONAL CORP. Solution No. 2008—RO131 GENERAL LICENSE TERMS AND CONDITIONS THIS AGREEMENT is made as of the date set forth below (the "Effective Date") by and between Pictometty International, Corp., a Delaware company with offices at 100 Town Centre Drive, Suite A. Rochester, NY 14623 ("Picts), and Lubbock Central Appraisal District with offices located at 1715 261 St, Lubbock, Texas 79408 (the "Licensee"). Intending to be legally bound, Pictometry and the Licensee (each a "party") hereby agree: 1. ARTICLE - DEF MONS 1.1 "Images" Orthogonal and oblique digital images, captured from airborne platforms using Pictometry's patented and proprietary hardware and software capture system 1.2 "Community Images" ("CI") A set of views, each covering the entire sector; one from directly overhead, and two from different oblique angles. 13 "Neighborhood images" ("NI") A set of overlapping, orthogonal and oblique views blanketing the entire sector, providing for a higher degree of detail 1.4 "Image Sector" A portion of an image collection project defined as approximately one square mile in area. 1.5 "Geographic MetaData" ("Metadata") Data supplied by Picknnetry that is captured from airborne platforms using Pictomctry's patented and proprietary hardware and software capture system. 1.6 "EIectronic Field Study" ("EFS") A proprietary software and file structure package that allows for the display, navigation, measurement, annotation and analysis of Pictometric Images. 1.7 "Pictometry Software" ("Software") Any proprietary software provided by Pictometry. This includes programs such as EFS and Change Analysis or program modules such as 911 or GIS integration / interfaces. 1.9 "Image Warehouse" ("IR"`) A hierarchical storage system of Pictometric images, data and elevation models that allows fast, random access by geo-location. 19 `Digital EIevation Model" ("DEM") A general definition for a 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 pass. 1.10 "Documentation" Written and/or electronic materials containing instructions and other information related to the use of the Images and the Software. 2. ARTICLE - INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP 2.1 Licensed Products. The parties acknowledge and agree that 'Pictometry shall have and retain sole and exclusive o*ver0% and all rim,, t dr . and interest in and to any Licensed Images Licensed Metadats, Licensed f%ftwam, Licensed DEM And Id Documentation provided under this Agreement and all coprydghts, patents, and other proprietary rights in or associated with each - of do Umsed Products, defined below (hareinsi* the "Plapnetary R.ighta"). Licensee agrees: (a) that it will never Msert" claim any interest in, or do anything that may adversely affect the validity of; or infringe on, any Proprietary Right, (b) that it will use reasonable efforts to protect the Proprietary Rights, including placing or mainlining all copyright notices and other indications of Pictometry's ownership 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 of any (mown or suspected breach of any Proprietary Rights. 2.2 Use of Pictometry Marks. Licensee acknowledges that Pictometry owns and retains all ownership rights in trademarks, trade names, logos, and designations used by Pictometry in connection with the Licensed Products. Licensee agrees not to attach any additional trademarks, trade names, logos or designations to any Pictometry product or to any copies of any of the Licensed Images without written approval from Picton try. Licensee may, however, include a Licensee seal and contact information so long as these annotations 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 Licensed Images and the other Licensed Products. Licensee's nonexclusive right to use Pictometry's trademark is coterminous with this Agreement 2.3 Electronic and Other Publishing. Except as provided in Schedule B and Article 4.1 of this Agreement, Licensee is specifically prohibited from publishing in any way (including by snaking available on the Internet or World Wide Web or any other general access electronic network) any Licensed Product or any Licensed Image, or any portion of any such Product or Licensed Image, whether separately or as part of any other electronic publication. 2.4 Confidentiality of Licensed Software. The Licensed Products are commercially valuable, proprietary products of Pictometry, the design and development of which reflect an investment of considerable time 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 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 Page 1 of 6 060601 ' 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. 3. ARTICLE — GENERAL 3.1 Licensed Products. This Agreement pertains to the particular Images described in Schedule A 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"), the DEM described in Schedule A attached to this Agreement (the "Licensed DEW) all of which, along with the Documentation, are together referred to as the "Licensed Products." This Agreement does not apply to any other Licensed Products that may from time to time be owned, used, published, or distributed by Pictometry. 3.2 System Installation. Pictometry shall install a copy of the Licensed Products on storage media either provided by Licensee or purchased from Pictonxtry as specified in Schedule A. With the assistance of Pictometry, the Licensee will install the Licensed Products from that media onto computers/servera to be designated by the Licensee. The Licensee will be responsible for assuring that the computer system being used for these purposes will satisfy the minimum system required set forth on Schedule A. 3.3 Licensee May Authorize Subdivisions, and Users. The Licensee may authorize any department, sub unit or location within the Licensee (hereinafter "Subdivisions") to have the Licensed Products installed on computers owned (or leased) stud used by those Subdivisions (the "Authorized Users'") and to use and execute the Licensed Software for official purposes only. 71c "steilstian af'the C1W and. EM and the training of the Audhori7M Users may be plead Q* by emirs the Licensee andfor Pietom . The Subdivisions au&orized tt th WWUUM We, and execution (tine wAvdidr%ciMibM#c &s , will be oesi gna-M Licensee as povide d in Article 6.3 below. Aft 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 Agent. 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 described in Article 4.1 of this Agr eemcnt� (b) that it will not allow access to any of the Licensed Software or any Licensed Images except through Licensee 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. 4. ARTICLE - GRANT OF LICENSE 4.1 License Grant, Uses and Certain Fees. In consideration for the payment of the License Fees provided for in Article 5 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 and Documentation. To install the Image Warehouse on servers and related Licensed Software on workstations, all of which shall be owned (or leased) by, shall be located on the property oil shall be under the connlrott4C and shall be used by the Licensee or by an Authorized Subdivision (which Authorized Subdivisions will be des*nte& pursuant to Article 6.3 below). None of the Licensed Products shall be accessed except through such designated servers and Licensee workstations. To copy and use the related Documentation included in the Licensed Products in connection with the activities de -scribed in this Article 4.1. (b) Uses. Through Authorized Users only, to use and execute 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 nsa andprinL' cepies of the LiMEMA100rais ilia following "vitiea no othi)t,. (1) For Internal Business. To use and execute the Licensed Products for internal use in pursuit of its or their public responsibilities. (2) For Persons Doing Business With Licensee ("Project Participants"). Under the supervision of Authorized Users, allow representatives of persons doing or proposing to do business with the Licensee or an Authorized Subdivision on Licensee Projects (defined below) to use and execute the Licensed Software and to make copies of the Licensed Images with ink or toner on substrate (hereinafter "Hard Copies") at the Licensee or Authorized Subdivisions' facilities only, but not to make any electronic or digital copies (except for a litnited number of jpg copies specific to a particular Licensee Project) of the Licensed Images (")igital Copy"). 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 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 (or jpg copies) solely in connection with the ,.Licensee's or Authorized Subdivision's Project. (5j For Public Use. Through Authorized Users only, to use and execute the Licensed Software solely for the purpose ! of making Hard and Digital Copies of Licensed Images for persons desiring them (which Hard Copies may contain annotations of information stored in the Licensed Software and related to the property shown). Each Hard Copy or Digital Copy trade pursuant to this Article 4.1(b)(3) shall be covered under terms and conditions as more fully provided in the attached Schedule B. Any Hard or Digital Copy released or delivered by Licensee or any Authorized Subdivision pursuant to any state or Federal Public Records Act or any other similar state law or regulation shall be treated as a Hard or Digital Copy made pursuant to Page 2 of 6 060601 Article 4.1(b)(3) for purposes of determining foes payable pursuant to this Article, and all Hard Copies and all Digital Copies made pursuant to this Article shall remain subject to all of the provisions of this Agreement. 41 Limitations on License. Licensee agrees: (a) that nothing under this Agreement authorizes it to engage in any service bureau work (service bureau work shall be deemed to include, without limitation, use of the Licensed Software 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 network), 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 to the Licensed Products except for licensee 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 Software on licensee workstations and are familiar with the Licensed Sofk wsre, (a) that dw.,► Lwmw and its Ai*w=ed S>b&visicros may not copy, 4ownloa4 store, ptdAWk ftW#11f#lei", 'sell, or othe4ke WatnnM use tars Ikneed Software or any In ages or easy pordw of the Images in any form ar pennitted by this Agreen (W) 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.C. § 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 that Pictontetry may request so as to assist those persons in understanding the limitations on the accuracy of the information developed through the Licensed Products. 43 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. 5. LICENSE FEES 5.1 License Fees. In consideration for the License, and subject to the other terms and conditions of this Agreement, the Licensee hereby agrees to pay to Pictometry the fees described on Schedule A (altogether the "License Fees'. Payment to be made as provided in Schedule A. Any tax, including sales tax, is in addition to the License Fees and is the responsibility of the Licensee unless documentation of tax exemption is provided to Pictometry. All License Fees shall be earned on the Delivery Date. For the convenience of the Licensee, the payment of these fees may be spread over the term of this Agreement as provided on the attached Schedule A. 6. ARTICLE - OBLIGATIONS OF LICENSEE 6.1 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 shall be incorporated into the Image Library licensed to the Licensee. For any of this data that is owned by the Licensee, Licensee agrees Pictometry may distribute this data with the Image Library for use in the Pictor etry On -Line product and in licensing the Image Library to other licensees. At no time shall Pictometry claim ownership of this data. 6.2 Technical Support Contacts. Licensee agrees to name Licensee personnel to act as Licensee's technical support contacts for Licensee and these contacts will receive technical training as provided in Schedule A. These contacts will coordinate all requests and inquiries from all Licensee Authorized Users and only these named technical support contacts will have access to telephone support from Pictometry. 63 � of Aurodsed Sab�sloia. Licenme agrees t3nEt; w t ('3 clays of the Licensed Produces (=don sin as -needed basis to update), it will famish to Pictometry Bets of all Att+&fted Subdivisions, as prov9ed fti Arffel# 3.3 srhove, 6.4 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 Pictumetry all claimed or suspected defects in any Licensed Product. 7. ASSIGNMENT 7.1 General. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns, but shall not be assignable by either party except as provided in Sections 7.2 and 7.3 below. 71 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. 73 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 Pictorrietry'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 7.3, this Agreement will not be assignable by Pictometry. 8. DURATION AND TERMINATION OF LICENSE Page 3 of 6 060601 8.1 Initial Term. The initial term of this Agreement shall commence upon the installation of substantially all of the image Warehouse and shall expire, unless sooner terminated in accordance with Article 8.3, or as indicated on Schedule A, no earlier than the second anniversary thereof. 8.2 Renewal. Effective as of that second anniversary (detailed in Article 8.1) or later anniversary as more fully described in Schedule A, Pictometry will grant an extension of the licensing of Products covered in this Agreement, only in accordance with the following (1) If no later than the 90th day before that second anniversary or later anniversary as more fully described in Schedule A, the Licensee enters into a License Renewal Agreement with Pictometry (for an additional two or more years) for new Licensed Images (with an annual value equal to or greater than that of the existing Licensed Images), then Pictometry will grant Licensee a perpetual License for the existing Products licensed under this Agreement; or (2) If no later than the 90th day before that second anniversary or later anniversary as more fully described in Schedule A, the Licensee enters into a License Renewal Agreement with Pictometry (for an additional two or more years) for new Licensed Images (with an annual value of at least 50% of that of the existing Licensed Images), then Pictometry will grant Licensee a perpetual License for the existing Licensed Products upon the payment of a Perpetual License Conversion Fee. Fee is calculated on the difference between the annual fee payable under this Agreement and the new annual fee; (3) If no later than the I Oth day after that second anniversary or later anniversary as more fully described in Schedule A, the Licensee pays Pictometry an additional payment of a Perpetual License Conversion Fee, then Pictometry will grant a Perpetual License to Licensee for the Products licensed under this agreement. Any extensions (or Perpetual Licenses) will be subject to the same terr s and conditions as are provided in this Agreement except that the annual fee (under Article 5.1 and Schedule A) will be eliminated and the Licensee will no longer be able to add images to the existing huage Library. Nevertheless, Licensee's obligations as provided in Schedule B, shall continue during any such extension under this Article 8.2. 83 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, if that other party has failed to cure that fitilure or breach within thirty (30) days after receipt of written notice thereof from the other party. $A Effect of Termination or Expiration. Upon termination or expiration of this Agreement, 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. In addition, the Licensee shall destroy all remaining inventory of Hard Copies of Images in its possession or under its control (excluding those images produced in the activities described in Article 4.1(b)(2) above). Within thirty (30) days of the date of termination or expiration of this Agreement, Licensee shall also pay Pictometry all amounts due hereunder. The provisions of Articles 2, 7, 8, 9, and 10 of this Agreement shall survive any termination or expiration of this Agreement. 8.5 Access to Records. During the term of this Agreement and for a period of one (1) year after the date of its termination or expiration, Licensee shall make available to Pictometry for inspection and copying, on reasonable notice and at reasonable bouts, all books and records (including electronically retained information) pertaining to Licensee's compliance with the provisions of this Agreement. 9. LIMITED WARRANTY; DISCLAIMER OF WARRANTIES; LIMITED REMEDIES 9.1 Limited Warranties. Pictometry warrants: a) that the Licensed Images and the Licensed Software installed by Pictometry on any Authorized Workstation supplied by Licensee pursuant to this Agreement will be true and usable copies as of the date of capture; and b) that the information concerning the accuracy of the Licensed Products set forth on the attached Schedule C is substantially true. Upon notice to Pictometry of any breach of the warranty in clause (a) and/or (b) above, 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 remedies set forth above are the sole and exclusive remedies for breach of those warranties. 9.2 Disclaimer of Other Warranties. Except as provided in Section 9.1 above, EACH OF THE LICENSED PRODUCTS IS PROVIDED TO LICENSEE "AS IS" AND "WITH ALL FAULTS" PICTOMETRY MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. ALL PAPLIED 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 respective remedies set forth in Section 9.1 are the sole and exclusive remedies provided for breach of the warranties given. With respect to any other claims that Licensee may have at any 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 Pictornetry shall not be liable for any such late delivery except in a case of its gross negligence or willful misconduct. IN NO EVENT SHALL Page 4 of 060601 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. 10. 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 wxler 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. 10A Notices. All notices and demands hereunder shall be in writing and shall be delivered by personal service, mail, or confirmed facsimile transmission at the address of the receiving party set forth below (or at such different address as may be designated by one party by written notice to the other). All notices or demands by mail shall be sent by certified or registered United States mail, return receipt requested, and shall be deemed complete upon receipt If to Licensee: Contact Name: Pat Brownd Address: PO Box 10542 Lubbock, Texas 79408 Email: pbr wnA lnh'hpCkCnd nrg Phone: 806-762-5000 Fax: 806-749-1236 If to Pictometry: Pictometry International, Corp. 100 Town Centre Drive, Suite A Rochester, NY 14623 Attn: Michael J. Neary Phone: 585-486-0093 Fax: (585) 486-0098 Email: mikc.negy@pictometU.co 105 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 Untied States unless explicitly permitted by U.S. export control laws and regulations. These obligations of the Licensee shall survive any satisfaction, expiration, 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 frill 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. Page 5 of 6 060601 PICTOMETRY INTERNATIONAL, Corp. By: Nar Titt Address: 100 Town Centre Drive, Suite A Licensee: Lubbock Central Appraisal DisArictd By: Name: W. B Criswell Title: Chairman Address: PO Box 10542 Lubbock, exas Date; , l yr n i2 24 1007 Date: Zz a ,/ Attachments: Schedule A: Description of Licensed Products — Must be initialed by Licensee Schedule B: Charges for Image Reproduction Schedule C: Digital Imagery Specifications Schedule D: Sectorized Map — Must be initialed by Licensee NOTE: "Notices" information must be entered in Article 10.4 of this Agreement. Page 6 of 6 060601 SCHEDULE "A" 1. The following products shall be delivered to Lubbock Central Appraisal District ("Licensee") by Pictometry International Corp.: A. Licensed Images procured with a 11 megapixel camera: 1) Two Way Community Images covering 957 sectors of the Licensee as indicated on the attached map. Each sector will have approximately: a. 4 Ortho-rectified images. b. 2 Oblique images. c. 2 Oblique images taken from the opposite direction to (b) above. 12" Two Way Community - Community Images to be taken when there is less than 30% leaf cover. 14" Community Oblique Image Price Less 50% Discount $ 40 per sector per year 20 $ 20@ 957 Sectors = $19,140 per year 12" Ortho-rectified Community Images $ 5.00 per sector per year Less 50% Discount $2.50 $ 2.50@ 957 Sectors = $2,392.50 per year 4" Neighborhood Images will be taken when there is less than 30% leaf cover. Neighborhood Oblique Image Price Less 50% Discount $ 300.00 per sector 150.00 $ 150.00 @ 224 Sectors = $33,600 per year Ortho-rectified Neighborhood Images $ 15.00 per sector per year Less 50% Discount 7.50 $ 7.50 @ 224 Sectors — $1,680 per year 2) Approximately 1 orthorectified mosaic tile per sector, at a 1 meter pixel resolution, for the full County coverage area. 957 Ortho Sector Tiles = No Additional Charge 3) Images are to be delivered with an image size of approximately 4-6 MB. B. US Census Bureau TIGER line files of County or a base map supplied by Licensee. C. DEMS (Digital Elevation Models) — check one: _X_ U.S.G.S Digital Elevation Models (DEMS) (provided by Pictometry) CONFIDENTIAL. Page 1 of 4 061001 Pictometry�/Licensee& DEMs in format (provided by Licensee). Licensee DEMs must be provided to Pictometry within 30 days of signing this agreement. 2. Documentation: Pictometry International Corp. shall fiunish 1 digital copy of the Licensed Documentation for the Licensed Software. 3. Training: Pictometry International Corp. shall conduct two End User orientation sessions of up to 25 people for employees of the Licensee or Authorized Subdivisions thereof at the Licensee's site. In addition there will be Advanced User technical training for one group of up to 10 people using Licensee computers. 4. Telephone Support: Pictometry shall provide 10 hours of telephone support to the people who have completed the Advanced User technical training and who are individually identified by Licensee. 5. Licensed Software: Pictometry International Corp. shall supply one copy of the Pictometry Electronic Field Study (EFS) software, latest version, on the Storage Media supplied as specified herein. Licensee and Authorized Users may download updated versions of the Licensed Software free of charge for a period of two years from the date of installation, along with a copy of the updated documentation. 6./ Annual License Fee of Fifty Six Thousand Eight Hundred Twelve Dollars and fifty cents ($ 56,812.50) • This is the Annual 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. • Licensee is granted a Perpetual License for all Licensed Images at no additional cost. • At the end of this License Term, Support and Maintenance for Licensed Software may be continued by: a Entering into a new license for new images, or o Paying an annual Support and Maintenance Fee of 2.5% of the Total License Fee. • Pictometry Economic .Alliance Partnership — Licensee shall be eligible for the Pictometry Economic Alliance Partnership as outlined on Schedule E. • The annual cost of the Images is fixed for a period of one (1) year from the date of this License Agreement with Pictometry. Storage Media. Licensee will make available on Licensee Server enough disk storage space to accommodate the Licensed Images and Licensed Software. This is estimated to be 394 GB in a NTFS file system, in other file systems the size may vary. Licensee will also provide a 100 Mb/s network link to the server. On delivery Pictometry shall copy the Licensed Images and Licensed Software from Pictornetry's computer to the Licensee server via the network connection. Total Cost: The Total Cost of this License Agreement is One Hundred Thirteen Thousand Six Hundred Twenty Five Dollars ($113,625)�roken down as follows: First Year Annual License Fee $56,812.50 CONFU NTIAL Page 2 of 4 061001 Pictometry/Ll VAicens e First Year Total $56,812.50 Second Year Annual License Fee $56,812,50 Second Year Total $56,812.50 • 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. • Payment: The Licensee shall remit to Pictometry International, Corp. twenty-five percent (25%) of the First Year Total Fee upon signing this Agreement and the balance of the First Year Total Fee within 30 days of the delivery of all Licensed Software and Images, as specified in this Schedule A. All delivery efforts by Pictometry International Corp. shall be coordinated with the Licensee. Payment of the Second Year Total Fee shall be due on the one-year anniversary of this delivery date. It is understood that the payment schedule is for the convenience of the Licensee. All monies are considered earned upon delivery of the Image Library. Fees past due for 30 days shall be charged a late fee of 1.5% per month. • Conversion of existing Pictometry Department only License into County -Wide License: If, and only if, this license agreement is executed by licensee before June 29`h, 2007, the existing Lubbock Department License for existing imagery shall be converted to a County -wide License. Payment Breakdown: Down payment due at signing = $14,203 Amount Due on Image Library Delivery = $42,609.50 Amount due on one-year anniversary of delivery = $56,812.50 • 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. • Recommended Minimum System Requirements for Electronic Field Study. A Pentium III with a 450 MHz processor, 128MB memory minimum 256MB+ recommended, Windows 2000/XP, a video card with 4 MB memory capable of 1024 x 768 resolution, lOOMB NiC and 50MB free disk space for software. Support Services: Additional training and support services are available at the additional costs listed: Products & Services Price CONFIDENTIAL Page 3 of 061001 Pictometry/ '11;%fLicense1�W At Implementation -Additional user training sessions — End User or Advanced User. $500/session Post Implementation Training -At Licensee Location -End User or Advanced User. $500/session* -At Pictometry -Advanced User $500/Person /Day -Via the Internet $350/Session Post Implementation Technical Support -Telephone Support for Licensee Support Contacts — 5 Hour Blocks $500 -On Customer Site -Senior Engineer - Per Hour, Min 8 Hr. $200 * -Customer Support Engineer — Per Hour, Min 8 Hr. $125 * Electronic Field Study Operations Manuals - Printed Manuals $50 * Plus areal, lodging and travel expenses CONFIDENTIAL Page 4 of ��4 Q61001 Pictotnetry/_n r icense TEXAS MODIFICATIONS TO BE ADDED TO TEXAS LICENSE AGREEMENT BETWEEN PICTOMETRY INTERNATIONAL CORP AND LUBBOCK CENTRAL APPRAISAL DISTRICT Dated 1. Modifications to License Agreement — the following paragraphs shall be added to Schedule A a. Notwithstanding any provision to the contrary, this contract will terminate if the governing body of the Licensee or its successor fails to appropriate the necessary funds for a subsequent year's funding for Oblique imagery. In such circumstances, the Licensee shall not be liable for any services rendered or products provided after notification to Pictometry that the contract is terminated for lack of funding. All Licensed Software and Licensed Images will be returned to Pictometry in the case of such termination by failure to appropriate the necessary funds for a subsequent year's funding for Oblique imagery of this Agreement." b. Pictometry agrees to indemnify and hold harmless the Licensee from any damages, penalties, or expense, including attorney's fees, that may arise from the Licensee's cooperation with Pictometry in protecting Pictometry's copyrights, trade secrets, and other rights in the Licensed Products that are the subject of this Agreement." This Agreement will become effective only after it has been signed by Licensee and has been accepted by Pictometry at its principal place of business. It shall be governed by and construed in accordance with the laws of the State of Texas. The U.S. District Court in the Lubbock Division, Northern District of Texas or the district and appellate courts of the State of Texas having jurisdiction in Lubbock County, Texas, and no other courts, shall have jurisdiction to adjudicate any disputes arising out of, or in connection witk this Agreement, and each party hereby unconditionally submits to the personal jurisdiction of those courts. Venue for any action arising out of this Agreement shall be in Lubbock County, Texas." 070401 SCHEDULE "B" Charges for Image Reproduction 1. All Licensed Images provided pursuant to this License Agreement are and shall remain the property of Pictometry International Corp. and shall contain Pictometry's copyright notices. 2. Reproductions of individual (or limited quantities of) Licensed Images using the Licensed Software, or reproduction or copying of the Licensed Images in any form by any other means by Licensee or an Authorized Subdivision thereof, shall be permitted for distribution to Licensee's or Subdivision's constituency. 3. Licensee may charge reproduction fees or no fees to the persons or entities receiving the Images. CONFIDENTIAL 060601 Not for distribution to third parties SCHEDULE "C" Digital Imagery Specifications (Approximate) Community Oblique (Nominal 1 %: Foot) Footprint: Front Line: 3,500 feet (1,066 meters) Back Line: 7,000 feet (2,133 meters) Front to Back: 6,900 feet (2,100 meters) Resolution: Front Line: 1.1 feet/pixel (0.33 meters/pixel) Middle Line: 1.5 feet/pixel (0.45 meters/pixel) Back Line: 2.2 feet/pixel (0.67 meters/pixel) Community Orthogonal (Nominal 1 Foot) Footprint: 2,640 x 2,640 feet (905 x 805 meters) Resolution: 1 feet/pixel (0.30 meters/pixel) Neighborhood Oblique (Nominal6 Inch) Footprint: Front Line: 1,600 feet (488 meters) Back Line: 2,400 feet (732 meters) Front to Back: 2,200 feet (671 meters) Resolution: Front Line: 0.4 feet/pixel (0.12 meters/pixel) Middle Line: 0.5 feet/pixel (0.15 meters/pixel) Back Line: 0.6 feet/pixel (0.18 meters/pixel) Neighborhood Orthogonal (Nominal 6 Inch) Footprint: 1,650 x 1,100 feet (503 x 335 meters) Resolution: 0.5 feet/pixel (0.15 meters/pixel) Image format Proprietary image trailer tacked onto industry standard imago format. May be exported to industry standard formats. Image Quality Images will have an unobstructed view of the ground, however there may be occasional cloud shadows. In controlled airspace, around airports, etc., and in areas of rapid elevation changes the image footprint sizes and resolutions may vary. Relative Image Accuracy Approximately 5 meters or less over 1000 meters Absolute Image Accuracy Approximately 2-5 meters (Image location accuracies are subject to and dependant upon the accuracy and posting interval of the County Digital Elevation Models, especially in hilly terrain. This accuracy applies only to orthogonal and not oblique images, See note below.) Sensor Positional Accuracy 15 cm absolute Sensor Directional Accuracy 0.01 degrees absolute We utilize a Litton IMU (Inertial Measurement Unit — utilized in cruise missiles), a ground station post -corrected GPS, and Kalman filtering to achieve the high degree of positional and directional accuracy. Ortho-rectification (Nadir Images only) Geo-referenced square pixels The images will be ortho-rectified to back out the optical deviations of the capture system and then resampled, utilizing USGS DEM data (30-meter CONFIDENTIAL Page 1 of 2 060601 Not for distribution to third parties postings or better if available £rom county), to produce square pixels on the ground - Image Export JFIF (JPEG), TIFF, GIF, BNV With associated geography file for import into GIS The proprietary image format can be directly read into GIS packages that can import JFIF files or the file can be converted to any of the above image formats. Geo-data Export delineated text files or ESRI shape files Goo -data may be exported as points, lines, poly -lines, or polygons to a delineated teat file or ESRI shape file for import into GIS. Image 1Yllng and Contours In our standard package we do not tile the orthogonal images, nor create contours out of the stereo pairs. However, our orthogonal images are in a form that can support both these functions. Notes 1. As of this date, the existing National Map Accuracy Standards focus on conventional analog aerial photography products. Research is currently underway by the major manufacturers of precision digital aerial mapping cameras to update the existing specifications to be more compliant with digital aerial mapping standards. 2. It should be noted that many of the applications identified by Licensee agencies do not require high levels of accuracy, such as 911, Police, Economic Development, etc. For those that have this requirement, it can be achieved post delivery through the use of third party engineering and surveying software packages which allow orthophoto images to be rectified to existing monumentation and ground control data. 3. Pictometry°s orthogonal images provide the coordinate accuracy fidfilling most planemetric requirements~ Our oblique images are unique to Pictometry and are intended to provide data not available elsewhere and lateral views with more visual information, e.g. building stock analysis. In Pictomyctry the orthogonal and oblique images are linked for your convenience and additional study. With a few clicks you can find the revealing lateral views and height measurements, etc. afforded by the oblique images and the coordinate accuracy afforded by the orthogonal images. CONFIDENTIAL Page 2 of 2 060601 Not for distribution to third parties SCHEDULE "D" Sector Map Lubbock. TX (TXLU613) Community Sectors: 957 Neighborhood Sectors: 224 060601 W SCHEDULE "E" Pictometry Economic Alliance Partnershin 1. Benefits Imagery -- with Pictometry's EAP program the Licensee shall keep its imagery forever, the EFS Software license becomes perpetual at the end of the term of the license agreement. EAP provides the benefits listed below: A Revenue Share Opportunities for Licensee (all revenue to be applied as credits toward Licensee's renewal): • Pictometry will market imagery (without measuring or planning capabilities) on the internet to consumers and rebate your county or state for images purchased of your area on a 50/50 basis in the form of credits towards your next update. 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 affected areas of federally declared disasters at no charge. However, 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 lI hurricanes and above to your city, county or state at no additional expense. Coverage for hurricanes below this category can 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 can 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. • Earthquake Coverage at No Cost — Pictometry will capture, process, and rapidly deliver up to 200 square miles of georeferenced, oblique visual data at no additional cost for damaged areas caused by earthquakes that are federally declared national disasters. - Free Pictometry Change AnalysisTM — As part of our EAP, Pictometry's Rapid Response Program includes our ready -to -use, patent pending Change Analysis software that was used in the aftermath of Hurricane Katrina. This powerful software product simultaneously compares pre and post disaster images to make your recovery and restoration efforts more effective and efficient. C Software Installation and Maintenance Costs - During the term of the Software License Agreement, Pictometry shall provide Licensed Software to Licensee with no charge for upgrades, maintenance or support. At the end of the term of the Software License Agreement, the license for software becomes perpetual and Licensee may continue to use that software forever. D Marketing — Pictometry will (only at your direction) market your GIS layers to its many business clients and share that revenue with you on a 50/50 basis. 070401