CM-2021-254 - 10/1/2021AGREEMENT BETWEEN
PICTOMETRY WTERNATIONAL CORP. ("PICTON ETRY") AND
CITY OF ROUND ROCK, TX ("CUSTOIER")
1. This order form ("Order Foru), in combination with the contract components listed below:
Section A: Product Descriptions. Prices and Payment Terms
Section B: Non -Standard Tenns and Conditions
(all of which. collectively, constitute this "Ajuyentent') set 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. Any modifications to this Agreement must be made in writing and be signed by
duly authorized officers of each party. Any purchase order or similar document issued by Customer in connection with this
Agreement is issued solely for Customer's internal administrative purposes and the tnns 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 this Agreement, order of precedence for resolving such
conflict shall be, from highest (i.e.. supersedes all others) to lowest (i.e., subordinate to all others): Section B: Non -Standard
Terns and Couditions. Section A: Product Descriptions. Prices and Payment Terns; and Order Forst.
3. All notices tinder this Agreement shall be in writing and shall be sent to the following respective addresses:
CUSTOMER NOTICE ADDRESS
221 East Main Street
Round Rock. TX 79664
Attn: Nathan Smith, GIS Mawgw
Phone: 512 218-5400
PICTOMETRY NOTICE ADDRESS
25 Methodist Hill Drive
Rochester, New York 14623
Attn: General Counsel
Phone: 585 486-0093 Fax: 585 486-0099
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 snail, return receipt requested. Notice shall
be deemed glen when actually received or when delivery is refused.
4. This Agreement. including all licenses granted pursuant to it, shall be binding upon and inw-e 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 tunder this Agreement. provided no such assignment shall affect Pictometry's obligations herewider.
and (i) Pictometry shall have the right to assign all its rights tender this Agreement to any person or entity, provided the assignee
has assumed all of Pictometry's obligations tender this Agreement.
5. IN NO EVENT SHALL EITHER PARTY BE LIABLE, UNDER ANY CAUSE OF ACTION OF ANY KIND ARISING OUT
OF OR RELATED TO THIS AGREEMENT (INCLUDING UNDER THEORIES INVOLVING TORT. CONTRACT.
NEGLIGENCE, STRICT LIABILITY, OR BREACH OF WARRANTY), FOR ANY LOST PROFITS OR FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY THE
OTHER PARTY OR OTHERS. EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. With respect to any claims that Customer may have or assert against Pictometry on any matter relating to this Agreement, the total
liability of Pictometry shall. in the aggregate, be limited to the aggregate amount received by Pictometry pursuant to this
Agreement.
7. The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different hind.
8. In the event that any of the provisions of this Agreement shall be held by a count or other tributtal of competent jurisdiction to be
unenforceable. such provision will be enforced to the maximum extent pennissible and the remaining portions of this Agreement
shall remain in fall force and effect.
9. Except with respect to Customer's payment obligations for services delivered, reports delivered or any ongoing subscription
payment obligation, each party will be excused front performance tinder this Agreement, will not be deemed to be in breach
hereof, and will have no liability to the other party whatsoever if either party is prevented from perforating any of its obligations
Page 1 of 6 City of Round Rock TX — C24921487 2021.06.15 C-0001-20200910.8
hereunder, in whole or in part, as a result of a Force Majeure Event. A "Force Majeure Event" means an event or occurrence
beyond the control of the nonperforming party, such as an act of God or of the public enemy, embargo or other act of government
in either its sovereign or contractual capacity, govertuuent regulation, travel ban or request. court order. civil disturbance.
terrorism. war. quarantine restriction. epidermic. virus. fire. weather. flood. accident.. strike, slowdown_ delay in transportation.
electrical power outage, interruption or degradation in electronic conununications systems, inability to obtain necessary labor.
materials or manufactmi ng facilities. mud other similar events. In the event of any delay resulting from a Force Majeure Event.
any date of delivery hereunder will be extended for a period equal to the time lost because of the delay.
10. Li consideration of and subject to. payment by Customer of tlme Fees specified in Section A of this Agreement, Pictometry agrees
to provide Customer with access to and use of the products specified in Section A of this Agreement, subject to the terms and
conditions set fbith in this Agreement. Customer hereby agrees to pay the Fees specified 41 Section A of this Agreement in
accordance with the stated payment terns and accepts and agrees to abide by the terms of this Agreement.
This Agreement shall become effective upon execution by duly authorized officers of Customer and Pictometry and receipt by
Pictometry of such hilly executed docuunent. such date of receipt by Pictometry being the "Effective Date."
P A R TiFS:
CUSTOMER
PICTOML ETRY
CITY OF ROUND ROCK, TX
PICTON. E1RY INTERNATIONAL CORP.
a Delaware corporation
SIGNATURE:
r
SIGNATURE:
TIr
TITLE: -
DATE: /`. '. O
t/
EXECLMON DATE:
DATE OF RECEIPT FFFE . IVE ATE:
Page 2 of 6 City of Round Rock TX — C24921487 2021-06-15 C-0001-20200910.8
SECTION A
Pictometry Isitetmational Corp.
25 Methodist Hill Drive
Rochester. New York 14623
ILL TO
City of Round Rock TX
Nathan Stnith. GIS Mamjzclr
221 East Main Street
Round Rock. TX 78664
512 218-5400
nstrtilh undroektexas. ov
PRODUCT DESCRIPTIONS, PRICES AND PAYMENT TERMS
SHIP TO
City of Ratmd Rock, TX
Nathan Sntith, GIS Matta er
221 East Main Street
Round Rock TX 78664
512 218-5400
asmith Ciammdrocktexas.goy
SALES REP
KBeer
ORDER#
C24921487
QTV
PRODUCT NAYIE
PRODUCT DESCRIPTION
LIST PRICE
DISCOUNT
AA10UNT
PRICE °/(°
I
Pietornetry Connect -
Processing of an existing single continuous Pictometry
$ 1,500.00
S 500.00
$ 500.00
Pictometry Sourced
orthomosatc for mge:ston into Customer's Connect account
(66.6670%)
Orthomosaie
as a discrete image library. This offering requires an
existing Pictometry orthomosaie and an active Pictometry
Connect account
Applicable Terns and Conditions Order Form
Product Parameters.
Orthomosaic GSD:
6" & 12-
Yaor of Orfhomasaicr
2008
Orrho D 4 Format.
Orthomosaic Av oclion.
Third -Party Ortho Arcass:
Copyright mr Third-Paro- Orthos:
1
Pictometry Connect -
Processing of an existing single continuous Pictometry
$ 1,500.00
$ 500.00
$ 500.00
Pictometry Sourced
otthomomc for ingestion into Customers Connect account
(66,667%)
Orthomosaic
as a discrete usage library This offering requires an
existing Pictometry otthomosaic and an active Pnctometry
Connect account.
Applicable Testes and Conditions: Order Form
Product Parameters
Orthomosare GSD.
ti' & 12"
Door of a-thomosare:
2009
Orrho Tile Format:
ordromosaic Pn0)4tnan:
Ilrird-Parry Orfho Acce r:
CoMrtght on Third-PartyOrrhw:
1
Connect -
Processing of an existing single continuous Pictometry
$ 1,500.00
$500.00
$500.00
ctometry Sourced
ractomctry
orthomosatc for mgcsbon into Customer's Connect account
(66.667/
rthotuosaie
Ins a discrete image library. This offering requires an
Page 3 of 6
City of Round Rock TX— C24921487 2021-06.15
C-0001-20200910 8
exrstmg Pictometry orthotmosatc and an active Pictometry
Connect account.
Applicable Terms and Conditions- Order Form
Product Pararmeters
Orthomosaic GSD:
4"&9"
Yarn of orrhomosaic.-
2014
Ortho Tile Format
Orrhomosafe Projection:
770ni-Parry Ortho Access.•
Coprrrght on nird-Pm?v Orrhos:
t
Pictomatry Connect -
Processing of an exts uig stnsk continuous Pictometry
$ 1,500.00 $ 500.00 S 50000
Pictometry Sourced
orthoatosaic for ingestion into Customer"-s Connect account
(66.667%)
orthomosaic
as a discrete image library. This otTetmrtt requires au
existing Pictometry orthomosaic and w active Pictometry
Connect account.
Applicable Turns and Condrttons: Orden Form
Product Parameters:
Orthomosair. GSD:
4" & 12"
Year of orthomosaic:
2012
OHIO T i!o Formal:
Orthomwaie Projection
Third -Parry Ortho Access:
Copyright an Thud -Parry t7rrhw.
1
Pictometry Connect -
Processing of an existing single continuous Pictometry
$ 1,500.00 $ 500.00 $ 500.00
Pictornetry Sourced
orthomosaic for ingestion into Customer's Connect account
(66.667%)
as a discrete image library. This offering requires an
orthomosaic
existing Pictometry otthomossic and an active Prctomttry
Connect accoua-
Applicable Terms and Conditions: Order Form
Product Parameters
Orthomosaic GSD:
4"&9"
1'aarrifOrtlromosaic:
2012
Orrho Tile Format:
Orthomnosaic Projection:
Third Party Ortho Accau:
Coprrrght on Third -Parry Or-rhw:
1
Pictometry Connect -
Processing of as existing single continuous Pictometry
$ 1,500.00 $ 500.00 $ 500.00
Pictontetry Sourced
onhomosaic for ingestion into Cutstomer'$ Connect account
(66.667%)
as a discrete image library. This offering requires an
Orthomosaic
existing Pictometry orthomosaic and an active Pictometry
Connect account .
Applicable Terms and Conditions: Order Farm
Product Parameters-
Orthomosaic GSD:
4" & 12-'
YaarafONhomosnrC:
Page 4 of 6 City of Round Rock. TX — C24921487 2021.06-15 C 0001-20200910 8
tow
Orrho Tiler Fa�mnr:
Oryhomasaic Pro�action:
77�ind-Parry Orrho �lccass:
Coprrrglu an Third•Parry Orthos:
SiFBTOT Y3.000.
Thank you for choosing Pictometry as your service provider. TOTAL S 3,000.00
Amount per product = ((I -Discount%) * Qty * List Price)
FEES; PAYM ENT TEILMS
All =ounts disc 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. ntse, ad valorem or withholding. value added or other taxes) or handling fees, all of which arc in addition to
the amounts shown above and, to the extent applicable to purchases by Customer, shall be paid by Customer to Pictoruetry without reducing any
amount owed to Pictoractry unless documents satisfactory to Pictometry evidencirtg exemption from such taxes is pros�ided to Pictometry prior to
billing. To the extent any amounts property 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). 1n
addition. Customer shall pay Pietometry all costs Pietontetry incurs in collecting past due amounts due under this Agreement including, but not
limited to, attorneys' fees and court costs.
Due at Activation of Online Services $3,000.00
Total Pavments S3,000.00
Page 5 of 6 City of Roimd Rock, TX— C24921487 2021-06-15 C 0001 20200910.8
SECTION B
NON-STANDARD TERMS AND CONDMONS
1. Applicable Lase. Nohvithstanding myything to the contrary set forth elsewhere in this Agreement, this Agreement and any modifications,
amendments or alterations shall be interprctcd. construed and enforced in all respects in accordance with the Iaws of the State of Texas. excluding its
conflicts of law principles. Each party irrevocably consents to the cxchisive jurisdiction of the courts of the State of Texas in connection with any
action to enforce the provisions of this Agreement, to recover damages or other relief for breach or defalrit under this Agreement, or odimvise arising
tmder or by reason of this Agreement.
(END OF NOS -STANDARD TERMS AND CONDMONS]
Page 6 of 6 City of Round Rode, TX — C24921487 2021-06-15 C-0001-20200910.8
1TEROUND ROCK
XAS
City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Consider executing an Agreement with Picometry International Corp. for a
Pictometry orthomosaic.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 10/1/2021
Dept Director: R. Heath Douglas
Cost: $3,000.00
Indexes: General Fund
Attachments: TX City of Round Rock_Pictometry Sourced Ortho Agreement_08-27-21_Picto ink
sign
Department: Information Technology
Text of Legislative File CM-2021-254
Currently, The City of Round Rock is in the business of annually receiving large aerial imagery files,
post -processing that imagery, hosting that imagery, and paying for that imagery to be backed up via Azure
recovery services. This purchase would eliminate the need for all of those steps, wherein EagleView would
handle the hosting of the imagery they capture. We would simply be provided with a URL to that imagery
for configuration with our apes and resources.
Cost: $3000.00
Source of Funds: General Fund
City of Round Rock Pagel of 1