HomeMy WebLinkAboutC-7918-1 - Orange County Data Acquisition Partnership (OCDAP) Participation AgreementRECEIVED OCT 2 1 2o2a
ORANGE COUNTY DATA ACQUISITION PARTNERSHIP (OCDAP)
Participation Agreement between the Southern California Association of
Governments, Orange County Council of Governments and City of Newport
Beach
THIS ORANGE COUNTY DATA ACQUISITION PARTNERSHIP (OCDAP) PARTICIPATION
AGREEMENT ("Agreement") is made and entered into this 2' day of July, 2020, by and between City of
Newport Beach, hereinafter referred to as "Local Agency", Orange County Council of Governments, hereinafter
referred to as "OCCOG" and the Southern California Association of Governments, hereinafter referred to as
"SLAG" (hereinafter collectively also the "Parties").
RECITALS
WHEREAS, the County of Los Angeles established a Los Angeles Region Imagery Acquisition Consortium
(LARIAC) to lead the acquisition of purchasing Digital Aerial Data, in partnership with cities and agencies to
reduce costs and enable participants to acquire more data than would be possible individually;
WHEREAS, the County of Los Angeles entered into an agreement with Pictometry International Corp.
("Pictometry") dated December 2013, including duly -approved amendments and/or addenda thereto,
(collectively, the "LAC Agreement") after a competitive process, and each Party signing this Agreement
acknowledges it has been provided a copy of such LAC Agreement, a true and correct copy of which is available
at: h s://sca -m .share int.com/:f:/ rsonaU ilaz scag ca ov! DGf9DeuuZFmLfLi3 8nuMBJ NfDX IIhmv6fnZ5Du ?e K72 SI.
WHEREAS, the LAC Agreement provides that an External Entity (i.e., City, County, Joint Powers Authority or
any governmental entity) may license or otherwise acquire rights to Digital Aerial Data outside of Los Angeles
County pursuant to the pricing and other terms of the LAC Agreement;
WHEREAS, SCAG meets the criteria necessary to be an External Entity and SCAG therefore qualifies for the
same pricing as the LAC Agreement, and, pursuant to its rights as an External Entity, SCAG is authorized to enter
into this Agreement with OCCOG and the Local Agency;
WHEREAS, SCAG and Orange County agencies wish to enter into an agreement to obtain Digital Aerial Data
to leverage the same pricing as the LAC Agreement. The group of participating agencies is known as the Orange
County Data Acquisition Partnership ("OCDAP");
WHEREAS, SCAG entered or will enter into an Agreement with Pictometry for Digital Aerial Data ("SCAG
Agreement") for the Orange County Data Acquisition Partnership Project ("Project"), which is substantially in
the form attached to this Agreement as Attachment A. The Project includes one (1) cycle of data capture
anticipated to begin in June 2020 for the period of July 2020 — June 2022 ("Cycle 1");
WHEREAS, the Parties intend for any funds contributed under this Agreement in excess of the SCAG
Agreement cost to be allocated toward a cycle two (2) of data capture anticipated for the period of July 2022 -
June 2024 ("Cycle 2"), and to execute an amendment to this Agreement or new participation agreement for
Cycle 2;
00440359 Pagel
WHEREAS, the Parties recognize the need to invest in Digital Aerial Data to conduct local and regional planning
and to evaluate current and future legislative and regulatory proposals and wish to utilize the Digital Aerial Data
from the SCAG Agreement;
WHEREAS, OCCOG is responsible for invoicing the Parties for the Project in Cycle 1;
WHEREAS, the Parties wish to enter into this Agreement to outline the roles and responsibilities for the Project;
and
WHEREAS the "Recitals" are incorporated herein by this reference.
TERMS OF AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties hereby agree as follows:
1. Compensation
The Local Agency will compensate SCAG as described in Section 4 for the Digital Aerial Data, described in
Section 2 for the data capture in 2020 for Cycle 1. The total cost of Cycle 1 is $383,603.10. The next geospatial
data capture is expected in 2022 ("Cycle 2"). Agencies participating in Cycle 1 are not obligated to participate
in Cycle 2. Regardless of whether the Local Agency chooses to participate beyond Cycle 1, the Local Agency
is authorized to possess and use the Cycle 1 Digital Aerial Data described in Section 2 for its organizational
purposes in perpetuity, subject to the use provisions set forth in Section 3 and disclosure provisions of Section 5.
If applicable, an amendment to this Agreement or separate participation agreement will be executed by the
Parties for Cycle 2 and the distribution of funds for Cycle 2 will be addressed separately by such amendment or
separate participation agreement. In such event, funds received in excess of the Cycle 1 costs shall be applied to
Cycle 2. In the event that the Local Agency determines not to participate in Cycle 2, funds paid in excess of the
Cycle 1 costs shall be forfeited. If the OCDAP does not continue past Cycle 1, any funds collected by OCCOG
in excess of the Cycle 1 costs shall be returned to the Local Agencies and SCAG in proportion to their separate
contributions.
2. Dig4tal Aerial Data Description
A. Digital Imagery: 3 -inch resolution, 4 band (red, green, blue, and near infrared) true natural color digital
orthophoto/ortho-rectified data covering Orange County as shown in the map in Attachment A (page
10), attached hereto and incorporated herein by this reference. Digital imagery will be provided in the
following formats: GeoTIFF tiles and mosaic of ECW or MrSID tile format (which includes seamline
generation, radiometric balancing and final color balancing to ensure seamless consistent coverage of
the area of interest). These data will be California State Plane Coordinate System, Zone 6 (US feet),
Datum NAD 83.
B. Building footprints: Outlines of building footprints for structures that are 300 square feet or greater will
be provided for all Orange County in shapefile format with z values. These data will be California
State Plane Coordinate System, Zone 6 (US feet), Datum NAD 83. The vertical datum will be North
American Vertical Datum of 1988 (NAVD88), US Feet.
C. Pursuant to the terms of the LAC Agreement, which is fully incorporated herein by reference, the
Parties will have access and use of all imagery collected and processed through the online viewing
software hosted by Pictometry through the LAC Agreement or be provided copies of the data by
SCAG as described in Section 3.
00440359 Page 2
3. Data Delive
When possible, the digital data will be provided electronically through the online platform hosted by
Pictometry or through File Transfer Protocol (FTP) by SCAG. Alternatively, upon request and receipt of a
hard drive from the Local Agency, the digital imagery data will be provided by SCAG on such hard drive
within 30 days of receipt by SCAG, subject to any use restrictions set forth in the agreement between SCAG
and Pictometry or the LAC Agreement.
4. hivoicing/Payment
OCCOG, on behalf of SCAG, will submit an invoice to the Local Agency for $2,000 as payment for Cycle 1
Digital Aerial Data. The Local Agency will submit payment to OCCOG within 30 days. This will be a line item
invoice for those agencies that also receive an annual invoice for OCCOG dues (for OCCOG member agencies)
and CDR fees. OCCOG shall invoice the Parties in July 2020. OCCOG will remit collected payments to SCAG
within three months of invoicing Parties. In the event payment is not received by OCCOG from the Local Agency,
the Local Agency will be denied access to the online data platform and will not receive copies of the data from
SCAG.
The parties further understand and acknowledge that if SCAG does not proceed to approve the SCAG Agreement,
this Agreement shall be deemed null and void and the parties will have no further obligations.
5. Disclosure of Information
The Local Agency may distribute the Digital Aerial Data to its subcontractors or consultants on projects that are
outsourced from its own operations. The Local Agency shall require each subcontractor or consultant to whom
the Digital Aerial Data is transferred or distributed to execute a written acknowledgement and agreement provided
as Attachment B, Orange County Data Acquisition Partnership (OCDAP) Authorized User Confidentiality and
Non -Disclosure Agreement, attached hereto and incorporated herein by this reference.
6. Representations and Warranties
SCAG warrants that the Digital Aerial Data does not and shall not violate: (a) any applicable law, rule, or
regulation ("Laws"); or (b) any contracts with third parties; or (c) any third -party rights in any patent,
trademark, copyright, trade secret, or any other proprietary or intellectual property right.
SCAG represents that it will identify, obtain and keep current all necessary licenses, approvals, permits
and authorizations as may be required from time to time under applicable Laws and third -party contracts
with respect to the Digital Aerial Data.
SCAG warrants that it has full authority and sufficient right, title, and interest in and to the Digital Aerial
Data subject to the terms set forth in the LAC Agreement to grant and convey the rights accorded to the
Local Agency under Section 3.
The Local Agency warrants that its use, grant, and conveyance of the Digital Aerial Data will not violate
any applicable terms set forth in the LAC Agreement.
7. Indemnification
SCAG agrees to indemnify and defend the Local Agency and OCCOG against all third -party claims,
liabilities, losses, expenses, suits, actions and causes of actions (including reasonable attorneys' fees and
legal expenses), fines, penalties, or damages (collectively, the "Liabilities") to the extent such Liabilities
arise out of or result from: (a) the negligent acts or omissions, the willful or intentional misconduct of
00440359 Page 3
SCAG or its employees, subcontractors or agents, in the course of providing the Digital Aerial Data;
(b) SCAG's breach of the terms of this Agreement; or (c) any claim that any of Digital Aerial Data
provided by SCAG infringes or misappropriates a third party's intellectual property rights.
The Local Agency agrees to indemnify and defend SCAG and OCCOG, their directors, officers and
employees, against all Liabilities to the extent such Liabilities arise out of or result, from: (a) the
negligent acts or omissions, the willful or intentional misconduct of Local Agency or its employees,
subcontractors or agents under this Agreement; or (b) Local Agency's breach of the terms of this
Agreement.
8. Amendments
No alteration or deviation of the terms of this Agreement shall be valid unless made in writing and
properly executed by the Parties.
9. Notices
Any notice or notices required or permitted to be given pursuant to this Agreement may be personally
served on the other party by the party giving such notice, or may be served by certified mail, return receipt
requested, to the following addresses:
To SCAG: Basil Panas
Chief Financial Officer
Southern California Association of Governments
900 Wilshire Blvd., Suite 1700
Los Angeles, CA 90017
Phone: (213) 236-1817
panas e,scag.ca. og_v
To OCCOG: Marnie Primmer
Executive Director
Orange County Council of Governments
3972 Barranca Pkwy., Suite J-127
Irvine, CA 92606
To Newport Beach: Scott Watson
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
10. Force Majeure
No Parties shall be liable or deemed to be in default for any delay or failure in performance under this
Agreement or interruption of services resulting, directly or indirectly, from acts of God, civil or military
authority, acts of public enemy, war, strikes, labor disputes, pandemics, or any other similar cause beyond the
reasonable control of the Parties.
00440359 Page 4
11. Entire Agreement
This Agreement represents and contains the entire agreement of the Parties with respect to the matters set
forth herein. This Agreement supersedes any and all prior negotiations, discussions and, if any, previous
agreements between the Parties.
12. Execution of Agreement or Amendment
This Agreement, or any amendment related thereto (Amendment), may be executed in multiple
counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the
same agreement. The signature page of this Agreement or any Amendment may be executed by way of a
manual or authorized digital signature. Delivery of an executed counterpart of a signature page to this
Agreement or an Amendment by electronic transmission scanned pages shall be deemed effective as a
delivery of a manually or digitally executed counterpart to this Agreement or any Amendment.
00440359 Page 5
SIGNATURE PAGE TO
ORANGE COUNTY DATA ACQUISITION PARTNERSHIP (OCDAP) AGREEMENT
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized representatives as of the dates indicated below
&�Vj-a�
By
Carol Jacobs, Assistant City Manager
City of Newport Beach
Date
By
Mamie Primmer, Executive Director
Orange County Council of Governments
o� tok1U
Date
APPROVED AS TO FORMA:
CITY ATTORNEY'S OFFICE
Date; 9
Aaron C. Harp, City Attorney Ln rmulso
00440359 Page 6
amil �,t�tA-moi
Southern California Association of Governments
-311 114
Date
Attest:
WL dai, & �W-
Leilani 1. Brovvrn, WAC, City Clerk
Date: 916. 2V10 -
00440359
V10
f
By
00440359 Page 6
amil �,t�tA-moi
Southern California Association of Governments
-311 114
Date
Attest:
WL dai, & �W-
Leilani 1. Brovvrn, WAC, City Clerk
Date: 916. 2V10 -
00440359
V10
ATTACHMENT "A"
SCAG AGREEMENT FOR THE ORANGE COUNTY DATA ACQUISITION PARTNERSHIP PROJECT
00440359 Page 7
DocuSign Envelope ID: FC3F95A4-9A51-4664-B415-344D1AA47C5B
LAC EXTERNAL ENTITY AGREEMENT BETWEEN
PICTOMETRY INTERNATIONAL CORP. ("Pictome ") AND
SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS ("SCAG" OR "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:
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
Section B: Non -Standard Terms and Conditions
Appendix 1: Photogrammetric Product Specifications
Sector Map
(all of which, collectively, constitute the "SCAG 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 SCAG 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 SCAG 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.
2. In the event of any conflict among any contract components comprising the SCAG 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 SCAG Agreement shall be in writing and shall be sent to the following respective addresses:
CUSTOMER NOTICE ADDRESS
PICTOMETRY NOTICE ADDRESS
900 Wilshire Blvd.
25 Methodist Hill Drive
Ste. 1700
Rochester, NY 14623
Los Angeles, CA 90017
Attn: Contract Administration
Attn: Basil Panas, Chief Financial Officer
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 SCAG 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 SCAG 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 SCAG Agreement to
any person or entity, provided the assignee has assumed all of Pictometry's obligations under the SCAG 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
SCAG—External Entity Fonn C11074408_June 17, 2020
1 of 10
DocuSign Envelope ID: FC3F95A4-9A51-4664-8415-344D1AA47C5B
A to the SCAG Agreement.
6. The products and services described in Section A to the SCAG 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 SCAG Agreement, Pictometry
agrees to provide Customer with access to and use of the products specified in Section A of the SCAG Agreement, subject to the
terms and conditions set forth in the SCAG Agreement.
8. Customer hereby agrees to pay the Fees specified in Section A of the SCAG Agreement in accordance with the stated payment
terms and accepts and agrees to abide by the terms of the SCAG Agreement.
9. This Agreement, or any amendment related thereto ("Amendment"), may be executed in multiple counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the same agreement. The signature page of this
Agreement or any Amendment may be executed by way of a manual or authorized digital signature. Delivery of an executed
counterpart of a signature page to this Agreement or an Amendment by electronic transmission scanned pages shall be deemed
effective as a delivery of a manually or digitally executed counterpart to this Agreement or any Amendment.
The SCAG 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
P'ICTOMETRY
SOUTHERN CALIFORNIA ASSOCIATION OF
GOVERNMENTS
PICTOMETRY INTERNATIONAL CORP.
a political subdivision of the State of California
a Delaware corporation
SIGNATURE: DocusiOned by:
JjaSit ala.aS
SIGNATURE: Docusmned by:
AWCAO.0 +,
NAME:Basi 1 ff fflD-11-04...
NAME: Brian neMW
TITLE: CFO
TITLE: corporate vice President
DATE:6/25/2020
EXECUTION DATE: 6/25/2020
DATE OF RECEIPT ( EFFECTIVE DATE) 612512020
SCAG External Entity Form_C11074408_June 17, 2020
2of10
DocuSign Envelope ID: FC3F95A4-9A51-4664-B415-344D1AA47C5B
SECTION A PRODUCT DESCRIPTIONS, PRICES AND PAYMENT TERMS
Pictometry International Corp. ORDER
25 Methodist Hill Drive 011074408
Rochester, NY 14623
III MI, TO
Southern California Association of Governments
Basil Panas, Chief Financial Officer
900 Wilshire Blvd.
Ste. 1700
Los Angeles, CA 90017
{213) 236-1817
panas+dscagxa.gov
SMPTO
Southern California Association of Governments
Javier Aguilar, Senior Regional Planner
900 Wilshire Blvd.
Ste. 1700
Los Angeles, CA 90017
(213)236-1845
a ruilar'irscag.ca ov
CUSTOMER ID SALES REP
A133917 bgarcia
QTY
PRODUCT NAME
PRODUCT DESCRIPTION
LIST PRICE
DISCOUNT
AAft)UN]r
PRICE (%)
948
IMAGERY -Color Digital
Product includes: Color Digital Orthophotography Four
$325.00
$225.00
$213,300.00
Orthophotography Four
Band - 3 inch GSD ("CD04") consists of 3 -inch GSD
(30.769%)
Band-3in GSD -Industry-
ortho mosaics delivered to Customer in an open industry-
Stnd Delivery Format -per
standard digital delivery format not proprietary to
Pictometry. See Appendix for mosaic specifications and
sq mi
selected delivery format. Customer shall own the copies
of the CDO4 delivered to the Customer in an industry -
standard digital delivery format not proprietary to
Pictometry pursuant to this Agreement (the "CD04
Deliverables"), notwithstanding anything in this
Agreement to the contrary. Pictometry shalt retain copies
of the CDO4 Deliverables and shall own those copies.
Applicable Terms and Conditions: Order Form
685,354
Third Party Planimetrics
Planimetrics provided by third -party vendor. Refer to
$0.15
$102,803.10
attached Appendix for specifications.
Applicable Terms and Conditions: Order Form
2
Pictometry Connect - CA -
Pictometry Connect - CA - 1000 (Custom Access)
$30,000.00
$60,000.00
1000
provides up to 1000 concurrent authorized users the
ability to login and access the Pictometry-hosted custom
imagery libraries specified elsewhere in this Agreement
via a web -based, server -based or desktop integration. The
default deployment is through web -based Pictometry
Connect. Term commences on date of activation. The
quantity represents the number of years in the Connect
term.
Applicable Terms and Conditions: Online Services
General Terms and Conditions;Software License
Agreement
1
AccuPLUS Project Fee -
AccuPLUS project fee for projects without customer-
$7,500.00
$7,500.00
PICT DTM
supplied DTM
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
1
RapidAccess - Disaster
RapidAccess - Disaster Response Program is an
$0.00
$0.00
Response Program
emergency response program offering flights after an
emergency or disaster. Refer to the attached detailed
description of the Disaster Response Program.
Applicable Terms and Conditions: Order Form
1
AccuPlus Imagery Bundle
Includes digital copy of the Licensed Documentation for
$0.00
$0.00
w/ Two(2) Yrs of EFS
the License Software, two (2) End User Training
Maint & Support
Sessions, one (1) Advanced User Technical Training, one
(1) Administration / IT Training Session, ten (10) hours of
telephone support, one copy of Pictometry Electronic
Field Study (EFS) software, latest version, on the storage
media specified herein, and access to download updated
versions of the EFS Licensed Software for a period of two
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
A reement
SCAG_Extemal Entity Form _C11074408_June 17, 2020
3of10
DocuSign Envelope ID: FC3F95A4-9A51-4664-B415-344D1AA47C5B
QTY
PRODUCT NAME
PRODUCT DESCRIPTION
LIST PRICE
DISCOUNT
AMOUNT
PRICE (%
1
Media Drive Capacity
External USB 2.0 / eSATA Externally Powered. Delivery
$199.00
$0.00
$0.00
931 G - Drive Model 1 T -
media prices include copying a complete image library
(100%)
EXTPOWER
onto media. Sub -warehousing sold separately.
A ,licable Terms and Conditions: Order Form
1
Pictometry for Esri Web
Pictometry for Esri Web AppBuilder is a server based
$1,990.00
$0.00
$0.00
AppBuilder
widget for installation on Customer's server that allows
(100%)
users with valid Pictometry Connect accounts to access
oblique and orthogonal imagery within web applications
authored using Web AppBuilder for ArcGIS (Developer
Edition) available separately from Esri. Requires a
Pictometry Connect account.
Applicable Terms and Conditions: Software License
Agreement
2
CONNECT ImageService
Connect Image Service - CA (Custom Access) provides
$2,000.00
$0.00
$0.00
CA
access via a secure web mapping service to existing
(1000/0)
orthomosaics available within Customer's Connect
account. This service allows use by Customer each
calendar month of a total number of image request
transactions equal to the product resulting from
multiplying (a) the number of concurrent users authorized
to use the Connect Image Service pursuant to this
Agreement, by (b) 1500 (such product being the
"Monthly Image Request Limit"), To the extent use of
the Connect Image Service pursuant to this Agreement
results in a total number of image request transactions in
excess of the Monthly Image Request Limit, Pictometry
may review the usage with Customer, increase the price
for Customer's Connect Image Service with Customer's
consent or, in Pictometry's discretion, suspend further
access by Customer to the Connect Image Service. This
offering is provided solely for internal use within
Customer's organization. Customer must maintain an
active paid Pictometry Connect account in order to utilize
the Connect Image Service.
Applicable Terms and Conditions: Online Services
General Terms and Conditions
2
Pictometry Connect View
Pictometry Connect View - CA (Custom Access)
$750.00
$0.00
$0.00
- CA
provides visualization -only access to the Pictometry-
(100%)
hosted custom imagery libraries specified elsewhere in
this Agreement via a web application or server based
integration. Requires a customer -provided web
application or server based application. With respect to
imagery available through this product to third parties or
the Public, Pictometry reserves the right to reduce the
resolution of the imagery available. Term commences on
date of activation. The quantity represents the number of
years in the Connect term.
Applicable Terms and Conditions: Web Visualization
Offering Terms and Conditions
1
Integrated Pictometry
Integrated Pictometry Applications are web based
$1,990.00
$0.00
$0.00
Application
technologies that allow a developer to embed a web
(100%)
instance into a product / application that connects to a
customers Licensed Pictometry-hosted imagery. Currently
supports JavaScript / iFrame applications for both
Visualization (External or Public Facing) use and/or
Analytics (Internal with Measurement Tools) use.
Requires a Pictometry Connect or Pictometry Connect
PFW / View Account depending on use type.
Applicable Terms and Conditions: Online Services
General Terms and Conditions;Software License
Agreement
Thank you for choosing Pictometry asyour service provider. _ TOTAL $383,603.10
'Amount per product = ((1 -Discount %) * Qty * List Price)
FEES; PAYMENT TERMS
All amounts due to Pictometry pursuant to this Agreement ("Fees") are expressed in United States dollars and do not include any duties, taxes
(including, without limitation, any sales, use, ad valorem or withholding, value added or other taxes) or handling fees, all of which are in addition to
the amounts shown above and, to the extent applicable to purchases by Customer, shall be paid by Customer to Pictometry without reducing any
amount owed to Pictometry unless documents satisfactory to Pictometry evidencing exemption from such taxes is provided to Pictometry prior to
billing. To the extent any amounts properly invoiced pursuant to this Agreement are not paid within thirty (30) days following the invoice due date,
such unpaid amounts shall accrue, and Customer shall pay, interest at the rate of 1.5% per month (or at the maximum rate allowed by law, if less). In
SCAG_External Entity Form _C11074408_June 17, 2020
4of10
DocuSign Envelope ID: FC3F95A4-9A51-4664-B415-344D1AA47C5B
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.
Due at Signing $79,963.27
Due at Initial Shipment of Imagery $111,838.28
Due at First Anniversary of Shipment of Imagery $191,801.55
Total Payments $383,603.10
PRODUCT PARAMETERS
ACCUPLUSIMAGERY
Product:
IMAGERY -Color Digital Orthophotography Four Band-3in GSD -Industry -Stud Delivery Format -
per sq mi
Coverage Area Format:
Shapefile
Leaf
Leaf On: Foliage on trees and shrubs will likely be present
CONNECT
Product:
Pictometry Connect - CA -1000
Admin User Name:
Javier Aguilar
Admin User Email:
aguilar@scag.ca.gov
Geofence:
CA Orange
CA Los Angeles
Product:
Pictometry Connect View - CA
Admin User Name:
Javier Aguilar
Admin User Email:
aguilar@scag.ca.gov
Geofence:
CA Orange
CA Los Angeles
CONNECT -SERVER INTEGRATION
Product:
Pictometry for Esri Web AppBuilder
Server Integration:
Web AppBuilder (Both Visualization and Analytics)
Product:
Integrated Pictometry Application
Server Integration:
IPA (Both Visualization & Analytics)
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:
❑ 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
then current DRP rates.
C. Online Services – Use of Pictometry Connect Explorerrm – 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.
SCAG External Entity Form_CI1074408_June 17, 2020
5of10
DocuSign Envelope ID: FC3F95A4-9A51-4664-B415-344D1AA47C5B
SECTION B
NON-STANDARD TERMS AND CONDITIONS
1. Pictometry shall use commercially reasonable efforts to complete the image capture in this Agreement during the Summer of
2020 capture season. This is a target season only because the image capture process and the delivery dates may be affected by
numerous conditions outside of Pictometry's control including weather, aircraft availability, and airspace permissions.
2. Customer may provide access to the deliverables set forth under this Agreement, to local public agencies located within the
bounds of Orange County, CA, subject to the terms and conditions contained herein. These local public agencies may include
County and City departments and other county/local govemmental entities.
3. Pictometry warrants that the Digital Aerial Data does not and shall not violate: (a) any applicable law, rule, or regulation
("Laws"); or (b) any contracts with third parties; or (c) any third -party rights in any patent, trademark, copyright, trade secret,
or any other proprietary or intellectual property right.
4. Pictometry represents that it will identify, obtain and keep current all necessary licenses, approvals, permits and
authorizations as may be required from time to time under applicable Laws and third -party contracts with respect to the
Digital Aerial Data.
5. Pictometry warrants that it has full authority and sufficient right, title, and interest in and to the Digital Aerial Data subject to
the terms set forth herein and in the LAC Agreement to grant and convey the rights accorded to the Customer.
SCAG_External Entity Form_C11074408_June 17, 2020 6 of 10
DocuSign Envelope ID: FC3F95A4-9A51-4664-B415-344D1AA47C5B
APPENDIX I
Color Digital Orthophotography
PHOTOGRAMMETRIC PRODUCT SPECIFICATIONS
Product Overview:
Seamless, 4 -band, digital ortho-mosaic produced from individual frames and tiled to County's preferred tiling scheme. Specifications and deliverables as follows:
Acquisition:
Frame Overlap: 60% forward/30% side
Capture Window: solar elevation >30 degrees or most optimal 4 -hour window
Environmental Conditions: ground free of snow cover; imagery free of clouds, fog, haze, smoke, and dust
Camera System: Pictometry PentaView Sensor based system, dynamic range of 12 bits per band, RGB + NIR, resampled to 8 bits during processing
Ground Control:
Points surveyed to meet ASPRS Positional Accuracy Standards Edition 1 Version 1 — November 2014
Image Processing:
Aerial Triangulation: Pictometry will perform aerial triangulation utilizing post -processed exterior orientations, calibrated camera model(s), and specified ground
control points as input to the aerial triangulation process. Aerial triangulation process to be performed using Trimble Inpho's Match -AT software.
Elevation Surface: Best available terrain model will be used to support orthorectification'if surface is found to be of insufficient accuracy/quality to support accuracy
specifications, Pictometry will use automated surface extraction with limited manual editing to generate a surface to support generation of orthoimagery.
Orthorectification: Pictometry will use the triangulated exterior orientation values, calibrated camera interior orientation models, and the specified digital terrain model
to perform the Orthorectification. When rectification requires a resampling of the source imagery, cubic convolution will be used.
Mosaicking: Global color balancing will be applied to all orthophotos to create homogeneous orthophotos within the project area Local adjustments of brightness
values, color, and contrast will be performed if needed. 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 alignment
across seamlines will be 3 pixels or better. When possible, seamlines will be steered away from elevated features to improve orthophoto quality. Final mosaic will be
tiled and named according to the agreed upon schema for delivery or as specified below.
Tiling Schema: Imagery will be tiled according to mutually agreed upon schema.
Deliverables:
The following will be delivered:
3 -inch GSD four -band (R,G,B,NIR) ortho mosaic tiles (GeoTIFF format, according to specified tiling schema)
3 -inch GSD area -wide ortho mosaic (RGB, ECW format)
3 -inch GSD area -wide ortho mosaic (RGB, MrSID format)
3 -inch GSD area -wide ortho mosaic (CIR, ECW format)
3 -inch GSD area -wide ortho mosaic (CIF, MrSID format)
FGDC compliant metadata
AT/Survey report
Orthomosaic Accuracy
3 -inch GSD: RMSE(x or y) 0.75 ft; RMSE(r) 1.06 ft; NSSDA (95%) 1.84 ft
Third Party Planimetrics
INTRODUCTION
Pictometry and its Subcontractor (DatasetSolutions) shall deliver under this Statement of Work (SOW)
Building Representations collected from stereo imagery. The planimetric features (building
representations) shall be topologically correct and meet the American Society for Photogrammetryand
SCAG_External Entity Form—Cl 1074408_June 17, 2020 7 of 10
DocuSign Envelope ID: FC3F95A4-9A51-4664-B415-344D1AA47C5B
Remote Sensing(ASPRS) accuracy standards for large scale class 1 maps for V= 100' (and 1" =200' for
some areas) mapping in order to be incorporated into existing participants' GIS systems.
DEFINITIONS
The following definitions shall apply throughout this SOW:
1. Building Re resin
The term "Building Representation" shall mean Planimetric Feature representing the representation of
an erect building (not under construction or ruin) that serves a primary business, government, or
residential function.
SCOPE OF WORK
Utilization of stereo imagery to generate building representations with height attribution. This method will
allow for data extraction without radial displacement and delineation of features obstructed by building
lean.
1 _ Horizontal accuracy shall be consistent with Second Order, Class I, i.e. ninety- five percent
(95%) confidence interval of 2 cm base error and 20 parts per million linear errors.
2. Data creation shall be constrained to American Society for Photogrammetry and Remote Sensing
(ASPRS) accuracy standards for large scale class 1 maps for V = 100'.
3. Vertical datum shall be NAVD88. All vertical stations set will be tied directly to NGS
monuments whose orthometric height was determined by differential leveling and adjusted
by the NGS on, or after June 1995.
4. Units shall be U.S. Survey Feet.
5. All features will conform to the representative State Plane Coordinate System required
by the customer.
6. Each enclosed building representation polygon shall contain two "z" (elevation) attributes
representing the highest point on the building (building height above ground and mean sea
level), excluding flagpoles, chimneys, and other features smaller than 4 square feet.
7. Original building IDs shall be maintained with new building IDs generated for buildings. A
separate data set for demolished/removed building representations will also be created.
TESTED CHARACTERISTIC
MEASURE OF ACCEPTABILITY
Feature
Features captured will represent building representations for
permanent structures that meet the minimum size requirements.
This excludes RV parks.
Feature Types
Primary building - Polygon enclosing all erect buildings
(not under construction or ruin) that serve primary business
andresidential functions (i.e., houses, apartments, commercial
facilities). Includes attached coveredporches, permanent
overhangs, carport roofs, covered sidewalks, etc. as part of
the building. Do not show common rooflines (e.g., between
town homes, or interior sections/firewalls in commercial
buildings).
Courtyard or Atrium - Polygon created inside a primary building
that is fully encompassing of an open area.
Secondary building- Polygon enclosing all erect buildings
(not under construction or ruin) that serve as secondary or
minor buildings (garage/outbuilding). Includes the following:
Smokestack - A closed circle enclosing the base of a large
cylindrical smokestack.
Silo/Bin - Polygon enclosing a large cylindrical receptacle for
farm product storage.
Tank - Polygon enclosing commercial storage tank features
(Oil, chemical and propane). Do not capture small private/
residential propane tanks.
Water tower - Polygon enclosing water tower.
SCAG External Entity Form_C11074408_June 17, 2020
8of10
DocuSign Envelope ID: FC3F95A4-9A51-4664-B415-344D1AA47C5B
SCAG External Entity Form_C11074408_June 17, 2020
9of10
Do not capture temporary structures such as construction trailers
or tool storage sheds.
Vector data
Features should be closed polygons that are snapped and joined to
create continuous segments without overruns and gaps.
Buildings/townhouses and parcels
Features will be cut by parcel lines (downtown core buildings only)
unless extending 1' or less into the next parcel. In this case, it
should be snapped to the parcel. Townhouses and contiguous
buildings crossing parcel lines will not be cut.
Buildings connected by corridors, covers, and
Each building portion shall be created or digitized as a separate
walkways
polygon (when possible) .
Building generalization
Building shapes can be "interpreted" (and attributed as such) when
factors such as shadows or occlusions exist.
Vertical or "Z" values and building IDs
Z -values for height above ground and mean sea level will be
gathered from the highest point of the roof (rounded to the
nearest 1/ 10 ' of a foot). This excludes non-structural features
such as chimneys, air conditioning units, antennas, and flag
poles. Original building IDs will be maintained with new IDs
generated for updated/new buildings. Demolished/removed
building representations will be consolidated into a separate
data set.
Minimum building size
Building shapes (polygons) should be created for all structures 20'
X 20' (or 400 sq. ft.) or larger in size.
Minimum segment length
1.5' excluding awnings
Metadata
Meets minimum FGDC Content Standard.
Attribute Table Contents
Attribute contents shall include the following;
• FID
• Shape (Polygon)
• ObjectID
• BLD ED
• Height
• Elevation
• Source (imagery)
• Area
• Shape_Length
• Shape—Area
SCAG External Entity Form_C11074408_June 17, 2020
9of10
r
9 1
J.�
E■ �n� r ��rris�E• '�
' A ��yj�� s ::+�i�R '�.• 4 ri1M ■i rir!:
!r#r,irC ■:: ■ice ■A � Ra �.;'!!�aw l EE3�/CE i!E##■r'
sw 1
Cs■ - �r q■a+Y�•liy r■Raw! ■■#EE■li _
51k�R':,'sJ�MM/I�1-i yy!--�s�ti7Yi Rr:■XMM7l3➢as..' .._-
[�rREEK�'!1■Rwp��.�/':_'_•. � '�3■RlE�■R#■■1NfEllt S! --
ra.wv-.errew.=sT=c---3A�:•r-rr ir.Rav Z1flER\IEE■■##}ti.
-+aOE P. '7aa.�]j�Y#i =• ��571l EEi RE■iR'i■E'=.:. _
i .... ,.. �s�Mlr *r`�-i fiy,��� C 7JM11 i t rlrlMrREe. •.
all-
--,a
�n
3 =•c-�_�*Rii13�iTtE M �ME�4�l�Irr■■!r_tt:y�,
�E!'ii _ ry �I i:.. .�#k•111cE ■K3[1Cagf-faarti.i G. • i
�4 ;1IFirl�,Rr *■ _ ^t:f7i- ri�E fl■■El ya##Irr■F!■#AiMM50,"
�.•. •.►■ °auEk'■�'
v�,^+- ........ e__- Tr•- SIS.. 7=.� w 1■FIaIIE■t:#1'Q!!'-,}
-jua IN
'�■iEEl EE3■R#R�'
RON
fSIM
. � E _ .•. e • • . .IIIYR#!#■■■EER +
A 0}i
',� xxGEs.=Xr.'.�.. �r:iy.�.•`. =i%i :■i Mi.mass.
ra■REr■ER■r■af#r.Ell#0IWWI, a■RR.
■s■�i■i'Hi�EE✓
tiflipa
�.
/
■
i
i
i
i
ATTACHMENT `B"
ORANGE COUNTY DATA ACQUISITION PARTNERSHIP (OCDAP)
AUTHORIZED USER CONFIDENTIALITY AND NON -DISCLOSURE AGREEMENT
00440359 Page 8
ATTACHMENT B
ORANGE COUNTY DATA ACQUISITION PARTNERSHIP (OCDAP)
AUTHORIZED USER CONFIDENTIALITY AND NON -DISCLOSURE AGREEMENT
This ORANGE COUNTY DATA ACQUISITION PARTNERSHIP ("OCDAP") AUTHORIZED USER
CONFIDENTIALITY AND NON -DISCLOSURE AGREEMENT ("NDA") is entered as of , 2020 by
and between City of Newport Beach and the undersigned entity ("Authorized User").
1. Pictometry International Corp., a Delaware company with offices at 100 Town Centre Drive, Suite A,
Rochester, HY 14623 ("Pictometry"), and the Southern California Association of Governments ("SCAG") have
entered into that certain agreement dated ("Agreement") for the delivery of licensed digital mapping
data and software ("Licensed Products") to SCAG. Under the Agreement, certain governmental entities,
including SCAG departments and non-SCAG Authorized Participants, which participate in OCDAP ("OCDAP
Member Agencies") shall be granted copies of or otherwise provided access to the Licensed Products through a
Participation Agreement ("Participation Agreement") with SCAG.
2. Pursuant to the Participation Agreement and for purposes of this NDA, the OCDAP Member Agency includes
City of Newport Beach.
3. Pursuant to Section 5 of the Participation Agreement, Licensed Products may only be accessed or otherwise
used by other entities besides SCAG such as OCDAP Member Agencies. OCDAP Member Agencies in turn
may choose to share Licensed Products with other partners, contractors or consultants that use the Licensed
Products either at their facilities or for any Project (as defined below).
4. The undersigned ("Authorized User") desires to use the Licensed Products solely for noncommercial use and
for purposes no greater than reasonably needed to achieve the objectives of an actual project ("Project").
5. The undersigned Authorized User understands and agrees that the Licensed Products contain trade secret and/or
confidential information ("Confidential Information") of Pictometry. Therefore, by signing this NDA, the
Authorized User agrees that it will use, and require any of its authorized employees, agents or consultants to
use, the Licensed Products solely for the Project, which is a nonexclusive, nontransferable and non -assignable
right, from the effective date of this NDA in perpetuity. The Authorized User understands and hereby
acknowledges that it shall be solely responsible for assuring its authorized employees, agents and consultants
comply with the terms of this NDA and shall implement whatever methods it deems necessary to assure such
compliance.
IN WITNESS WHEREOF, the undersigned Authorized User, by his/her authorized signature, agrees to all terms
and conditions of this NDA as of the date set forth below.
AUTHORIZED USER:
Signature:
Address:
Name:
—
Organization:
_ City/Zip:
Date:
_ Phone:
Email:
City of Newport Beach:
Signature:
Name:
Date:
Title:
OCDAPI PA ATT B Authorized User Agreement -2020051 Ldoex