R13-042RESOLUTION R13 -042
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A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF BOYNTON BEACH, FLORIDA, APPROVING
AND AUTHORIZING THE CITY MANAGER AND CITY
CLERK TO EXECUTE A THREE YEAR SERVICE
AGREEMENT BETWEEN THE CITY OF BOYNTON
BEACH AND PICTOMETRY INTERNATIONAL CORP.,
TO PROVIDE WEB -BASED SOLUTION OF HIGH
RESOLUTION AERIAL IMAGERY WITH CITY GIS
DATA TO CREATE A SYSTEM THAT IS ACCESSIBLE
AND INTERACTIVE IN THE AMOUNT OF $4,500 OVER
THE THREE YEAR LICENSE AGREEMENT; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, Pictometry Online utilizes a new Pictometry technology designed to
rapidly search and navigate through hundreds of terabytes of information; and
WHEREAS, this technology enables GIS users to almost instantly locate, display
and extract the image or portion of the image that is most relevant to them; and
WHEREAS, upon recommendation of staff, the City Commission has determined
that it is in the best interests of the residents of the City to approve and authorize the City
Manager to execute a three (3) year Service Agreement with Pictometry International Corp.,
to provide web -based solution of high resolution aerial imagery with City GIS data to create
a system that is accessible and interactive.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
being true and correct and are hereby made a specific part of this Resolution upon adoption
30 hereof.
31 Section 2. The City Commission of the City of Boynton Beach, Florida does
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I hereby approve and authorize and direct the City Manager and City Clerk to execute a three
2 (3) year Service Agreement between the City of Boynton Beach and Pictometry
3 International Corp., to provide web -based solution of high resolution aerial imagery with
4 City GIS data to create a system that is accessible and interactive at a cost of $4,500 over the
5 three year license agreement, a copy of the Service Agreement is attached hereto as Exhibit
6 "A ".
7 Section 3. This Resolution will become effective immediately upon passage.
8 PASSED AND ADOPTED this 21 day of May, 2013.
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26 ATTEST:
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30 / 4it t M. Pramrto, MMC
31 Cl erk
32 1AVESPIP&.
CITY OF BOYNTO ACH, FLORIDA
or - J4y Tayl
Vic �odrgw L'1fa�y
Commissioner — lavid T. rker
Crmissioner — ichael M. Fitzpatrick
Cofnmissioner — Joe Casello
33 (C
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3s -
AGREEMENT BETWEEN
PICTOMETRY INTERNATIONAL CORP. AN*,
CITY OF BOYNTON BEACH, FL
L This order form ("Order Form"), in combination with the contract components listed below:
Section A: Product Descriptions, Prices and Payment Terms
Section B: License Terms:
• Online Services General Terms and Conditions
Section C: Non-Standard Terms and Conditions
(all of which, collectively, constitute the "Agreement") 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 the Agreement must be made in writing and be signed by duly
authorized officers of each party. Any purchase order or similar document issued by Customer in connection with this Agreement
is issued solely for Customer's internal administrative purposes and the terms and conditions set forth on any such purchase order
shall be of no force or effect as between the parties,
2. In the event of any conflict among any contract components comprising the 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 Terrns and
Conditions, License Terms in order as listed above under the heading 'Section 13: License Terms', and Order Form.
3. All notices under the Agreement shall be in writing and shall be sent to the following respective addresses:
CUSTOMER NOTICE ADDRESS PICTOMETRY NOTICE ADDRESS
100 Fast Boynton Beach Blvd. 100 Town Centre Drive, Suite A
Boynton Beach, FL 33425-0310 Rochester. NY 14623
Attn: Adam Cohen, Attn: Contract Administration
Phone: (561) 742-6071 Fax: Phone: (585) 486-0093 Fax: (585) 486-0098
Either party may change their respective notice address by giving written notice of such change to the other party at the other
party's then-current notice address. Notices shall be given by any of the following methods: personal delivery; reputable express
courier providing written receipt or postage-paid certified or registered United States mail, return receipt requested. Notice shall
be deemed given when actually received or when delivery is refused.
4. The 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 Agreement, provided no such assignment shad affect Pictometry's obligations hereunder,
and (ii) Pictometry shall have the right to assign all its rights under the Agreement to any person or entity, provided the assignee
has assumed all of Pictometry's obligations under the Agreement.
• W Jim* "1913
IN US "19.1
6. With respect to any claims that Customer may have or assert against Pictometry on any matter relating to the Agreement, the total
liability of Pictometry shall, in the aggregate, be limited to the aggregate amount received by Pictometry pursuant to the
Agreement,
7. The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind.
8. In the event that any of the provisions of the 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 the Agreement
shall remain in full force and effect.
9. Pictometry shall not be responsible for any failure on its part to perform due to unforeseen circumstances or to causes beyond
Pictometry's reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities,
fire, weather, floods, accidents, strikes, failure to obtain export licenses or shortages or delays of transportation, facilities, fuel,
energy, supplies, labor or materials. In the event of any such delay, Pictometry may defer performance for a period of time
Page I of City of Boynton Beach, FL - C 125026 20130502 CMT- 00061 - 201 3 03 26
reasonably related to the time and nature of the cause of the delay.
10. In consideration of, and subject to, payment by Customer of the Fees specified in Section A of this Agreement, Pictometry agrees
to provide Customer with access to and use of the products specified in Section A of this Agreement, subject to the tern's and
conditions set florth in this Agreement. Customer hereby agrees to pay the Fees specified in Section A of this Agreement in
accordance with the stated payment terms and accepts and agrees to abide by the terms of this Agreement.
'this Agreement shall become effective upon execution by duly authorized officers of the Customer and Pictometry and re-ecipi by
Pictometry of such fully executed document, such date of receipt by Pictometry being the "Effective Date."
11 PICTOMETRY"
PICTOMETRY INTERNATIONAL CORP.
GNATUR
TITLE:
EXECUTION DATE: 11,
DATE OF RECEIPT (EFFECTIVE DATE)
a4camm
Pip 2 or 7 Cicy of Boynton Beach, FL—C125026 20130502 CMT- 0006 1 - 20 1 3 03 26
Pictometry International Corp.
100 Town Centre Drive, Suite A
Rochester, NY 14623
BILL TO
Boynton Beach City, FL
Craig Ramos
100 East Boynton Beach Blvd.
Boynton Beach, FL 33425 -0310
(561) 742-6070
rarnose(),bbfims
CUSTOMER ID
Al 16583
ORDER#
C125026
SHIP TO
Boynton Beach City, FL
Craig Ramos
100 East Boynton Beach Blvd.
Boynton Beach, FL 33425 -0310
(561) 742-6070
ramoscC@.bbfl.us
SALES REP
CDeca
VLODUCT DESCRIPTION LIST PRICE
Pictometry Connect -100 Pictomotry Connect-100 provides 100 users the ability to $9,000.00
login and access Pictonictry-hosted imagery licensed to the
customer via a web application or server based integration.
The default deployment for this account is through
Pictorrictry Online. Term is as listed below and begins from
date of activation. Includes unlimited access to
Pictonictry-hosted imagery licensed to the customer only.
License Term: 3 Ycar(s)
Thank you for choosing Pictometry as Your service provider. I TOTAL
'Amount per product = ((I -DiSCOUnt %) * Qty * List Price)
$4,500.00 1
FEES; PAYMENT TERMS
All amounts due to Pictometry pursuant to this Agreement ("Fees") are in 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 t9 purchases by Customer, shall be paid by Customer to Pictometry without reducing any amount
owed to Pictometry unless documents satisfactory to Pictometry evidencing exemption from such taxes is provided to Pictometry prior to billing. To
the extent any amounts properly invoiced pursuant to this Agreement are not paid within thirty (30) days following the invoice due date, such unpaid
amounts shall accrue, and Customer shall pay, interest at the rate of 1.5% per month (or at the maximum rate allowed by law, if less). In addition,
Customer shall pay Pictometry all costs Pictometry incurs in collecting past due amounts amount due under this Agreement including, but not limited to,
attorneys' fees and court costs.
Due at Activation
$1,500.00
Due at First Anniversary of Activation
$1,500.00
Due at Second Anniversary of Activation
$1,500.00
Total Payments
$4,500.00
CONNECT
Product:
Adarin User:
Admin User Email.
Requesied Activation:
Geqlence:
Special Instructions:
Pictometry Connect-100
Terri Owens
owenst@bbfl.us
On Conti-act Execution
FL Palm Beach
DISCOUNT AMOUNT
PRICE (%)
$4,500.00 $4,500.00
(50%)
Page 3 of 7 City of Boynton Beach, FL — C 125026 20130502 CMT-00061-20130326
rel 010101 MAN Vol NO kIFIVI txwoj, I
These Pictoractry Online Services General Terms and Conditions (die "General Tens and Conditions"), in combination with the corresponding Pictometry order forra,
if ally, collectively constitute the license agreement (tile "License Agreement") that governs your use of the Pictoractry online services (the "Online Services"), the
images available in the Online Services, and all associated motadato and data layers included in, provided with, or derived from those images (the "Licensed Content")
provided by Pictometry International Corp. and its affiliated companies (collectively, "Pictometry"). The terms "you" and "youl"in uppercase or lowercase shall mean
the individual, entity (e.g., corporation, limited liability company, partnership, sole proprietor, cte.) or government agency entering into the License Agreement.
2. ACCESS TO SERVICES
3. DISCLAIMERS
Page 4 of 7 City of Boynton Beach, FL—C125026 20130502 CMT-00061-20130326
cniployces,arising out or use of or reliance upon the Online Services or the Licensed Content.
4. LIMITED WARRANTY
4.1 Pictometry represents and warrants that it has the right and authority to make the Online Services and the Licensed Content available to you and your
Eligible Users as authorized expressly by this License Agreement.
4.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 4. 1, THE ONLINE SERVICES AND LICENSED CONTENT ARE PROVIDE DON AN "AS IS"
"AS AVAILABLE" BASIS AND PICTOMETRY AND EACH THIRD PARTY SUPPLIER • LICENSED CONTENT EXPRESSLY DISCLAIM ALL
OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSr,
5. LIMITATION OF LIABILITY
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Page 6 of 7 City of Boynton Beach, FL — C 125026 20130502 CMT- 00061- 201 303 26
1. online Services Eligible Use rs: Notwithstanding anything in the Online Services General Terms and Conditions incorporated in this Agreement
to the contrary, the terms 'Eligible Use? and 'Eligible Users' as defined in those Online Services General Terms and Conditions shall, for the
purposes of this Agreement, also include each 'Authorized User' as that term is defined in the Delivered Content Terms and Conditions of Use
incorporated in this Agreement.
Governing Law: All references to State of New York replaced with State of Florida. All references to Monroe County, NY replaced with Palm
Beach County, FL.
[END OF NON-STANDARD TERMS AND CONDITIONS]
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