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HomeMy WebLinkAbout2013-11-25-Meeting Agendawww.augustaga.gov Public Safety Committee Meeting Commission Chamber- 11/25/2013- 1:05 PM PUBLIC SAFETY 1. Motion to approve award of bid #13-187A Emergency Response Vehicles for the Augusta Fire Department to NAFECO/KME. Attachments 2. Approve digital orthophotography and maintenance agreement with Pictometry International to provide new 2013/2014 oblique imagery and related software and product support to Augusta. Attachments 3. Motion to approve a resolution authorizing volunteer firefighters and rescue workers of the Augusta, Georgia Fire Department to be covered under Workers' Compensation. (Referred from November 19 Commission meeting) Attachments 4. Motion to approve automatic aid agreement with Hephzibah, Georgia. (Referred from November 19 Commission meeting) Attachments 5. Update from the Marshal's Department regarding the number of staff participating in and the activities of the litter patrol division. (Requested by Commissioner Williams) Attachments 6. Motion to approve the minutes of the Public Safety Committee held on November 12, 2013. Attachments 7. Discuss Memorandum of Understanding (MOU) and responsibilities between Augusta Fire Department and Augusta Regional Airport Fire Department. (Requested by Commissioner Donnie Smith) Attachments 8. Discuss the reassignment of responsibilities for Augusta Richmond County radio system from the InformationTechnology Department to the 911 Director. (Requested by Commissioner Donnie Smith) Attachments Public Safety Committee Meeting 11/25/2013 1:05 PM 13-187A Emergency Response Vehicles Department:Fire Caption:Motion to approve award of bid #13-187A Emergency Response Vehicles for the Augusta Fire Department to NAFECO/KME. Background:NAFECO/KME was the low bidder and meets or exceeds all specifications for bid item #13-187A Emergency Response Vehicles. The Fire Department would like to contract with NAFECO/KME to purchase five new pumps and one new aerial truck. The total purchase price is $3,082,602. Analysis:NAFECO/KME was the low bidder and meets or exceeds all specifications for bid item #13-187A Emergency Response Vehicles. Financial Impact:Funds for this purchase will be from SPLOST. Alternatives:None Recommendation:To award bid #13-187A Emergency Response Vehicles to NAFECO/KME. Funds are Available in the Following Accounts: Funds in the amount of $3,082,602 are available in SPLOST VI earmarked as Emergncy Fleet Replacement. REVIEWED AND APPROVED BY: Finance. Procurement. Law. Administrator. Clerk of Commission Cover Memo Item # 1 Attachment number 1 \nPage 1 of 1 Item # 1 Invitation to Re-Bid Sealed bids will be received at this office until Friday, October 11, 2013 @ 3:00 p.m. for furnishing: Re-Bid Item #13-187A Emergency Response Vehicles for Fire Department Re-Bids will be received by: The Augusta Commission hereinafter referred to as the OWNER at the offices of: Geri A. Sams, Director Augusta Procurement Department 530 Greene Street - Room 605 Augusta, Georgia 30901 Re-Bid documents may be viewed on the Augusta Georgia web site under the Procurement Department ARCbid. Re-Bid documents may be obtained at the office of the Augusta, GA Procurement Department, 530 Greene Street – Room 605, Augusta, GA 30901. All questions must be submitted in writing by fax to 706 821-2811 or by email to procbidandcontract@augustaga.gov to the office of the Procurement Department by Monday, September 30, 2013 @ 5:00 P.M. No RFP will be accepted by fax, all must be received by mail or hand delivered. No Re-Bid may be withdrawn for a period of 90 days after time has been called on the date of opening. A 10% Bid Bond is required to be submitted along with the bidders’ qualifications. Invitation for bids and specifications. An invitation for bids shall be issued by the Procurement Office and shall include specifications prepared in accordance with Article 4 (Product Specifications), and all contractual terms and conditions, applicable to the procurement. All specific requirements contained in the invitation to bid including, but not limited to, the number of copies needed, the timing of the submission, the required financial data, and any other requirements designated by the Procurement Department are considered material conditions of the bid which are not waiveable or modifiable by the Procurement Director. All requests to waive or modify any such material condition shall be submitted through the Procurement Director to the appropriate committee of the Augusta, Georgia Commission for approval by the Augusta, Georgia Commission. Please mark RE-BID number on the outside of the envelope. Bidders are cautioned that acquisition of RE-BID documents through any source other than the office of the Procurement Department is not advisable. Acquisition of RE-BID documents from unauthorized sources places the bidder at the risk of receiving incomplete or inaccurate information upon which to base his qualifications. GERI A. SAMS, Procurement Director Revised: 3/5/2013 Attachment number 2 \nPage 1 of 1 Item # 1 Vendors Ten-8 Fire Equipment/Pierce Manufacturing 1591 Collier Road Forsyth, GA 31029 NAFECO/KME 1515 West Moulton Street Decatur, AL 35601 Seagraves Fire 105 East 12th St Clintonville, WI 54929 Southern Emergency Prod/Rosenbauer 286 Lake City Drive Flintstone, GA 30725 Southern Fire Serv/American LaFrance 229 Confederate Ave Jasper, GA 30143 Fireline Inc 725 Patrick Industrial Winder, GA, 30680 Ferrara Attn: Robert Jones 309 Prestwick Court Summerville, SC 29483 Attachment B YES YES NO BID RESPONSE Addendum 1 YES YES Bid Bond YES YES SAVE Form YES YES Unit Price $513,395.00 $441,670.00 AERIAL TRUCK $928,892.00 $874,252.00 Total Bid Price $3,495,867.00 $3,082,602.00 Delivery Date 255 DAYS ARO ENGINES 270 - 360 DAYS AERIAL 360 DAYS Make PIERCE KME Re-Bid Opening Date: Friday, October 11, 2013 @ 3:00 p.m. FIRE ENGINES ( Pumpers): Re-Bid Item #13-187A Emergency Response Vehicles for the City of Augusta - Fire Department Page 1 of 1 At t a c h m e n t n u m b e r 3 \ n P a g e 1 o f 1 It e m # 1 Attachment number 4 \nPage 1 of 1 Item # 1 HME, Incorporated Attn: Steven Bowles 3565 Jones Ferry Lane Johns Creek, GA 30022 LDV Inc Attn: Ruth Phillips 180 Industrial Drive Burlington, WI 53105 Ferrara Firefighting Equip. Attn: Michael Sims 27855 James Chapel Rd P.O. Box 249 Holden, LA 70744 Ten-8 Fire Equipment Attn: Jeff Amlong 1591 Collier Road Forsyth, GA 31029 Smeal Fire Apparatus 610 West 4th Street Snyder, NE 68664 Southern Fire Attn: Brian Goldman 229 Confederate Avenue Jasper, GA 30143 Fireline Inc Attn: Jay Hillis/Ryan McDonel 725 Patrick Industrial Lane Winder, GA, 30680 Seagraves Fire Apparatus, LLC Attn: Jay Adams 105 East 12th Street Clintonville, WI 54929 Williams Fire Apparatus 778 Idaho Road Ashland, AL 36251 KME-Kovatch Organization Attn: William Gray One Industrial Complex Nesquehoning, PA 18240 Spartan ERV Attn: Jim Reaves 907 7th Avenue North Brandon, South Dakota 57005 Southern Emergency Products Attn: Danny Bunger 286 Lake City Drive Flintstone, GA 30725 NAFECO/KME Attn: Wendell Faulkner/Doris Thrasher 1515 West Moulton Street Decatur, AL 35601 Ferrara Attn: Robert Jones 309 Prestwick Court Summerville, SC 29483 Lea Rigdon Augusta Fire Department Yvonne Gentry Augusta LSBOP Office Chief Chris James Augusta Fire Department Re-Bid Item #13-187A Mailed Out September 24, 2013 Re-Bid Item #13-187A Emergency Response Vehicles For Augusta Fire Department ReBid Due: Oct. 11, 2013 @ 11:00 A.M. Attachment number 5 \nPage 1 of 2 Item # 1 Attachment number 5 \nPage 2 of 2 Item # 1 Public Safety Committee Meeting 11/25/2013 1:05 PM 2013-2014 Pictometry Flight Department:Information Technology Caption:Approve digital orthophotography and maintenance agreement with Pictometry International to provide new 2013/2014 oblique imagery and related software and product support to Augusta. Background:Augusta currently uses oblique imagery with our Geographic Information System (GIS) maps. An oblique image is a digital aerial photo that is registered to the earth’s surface, taken at an angle in order to permit the viewing of a building (or property) from 5 viewpoints: directly above, north, south, east, and west. Oblique Imagery is useful in that it provides a 360-degree view of a building from 45 degree elevation. It can be used by the fire department to explore the best way to attack a fire, the Sheriff’s Office to determine how to surround a site in a hostage situation or plan a raid, and by Planning and Zoning and the Tax Assessor’s Office to review changes in a property or area over time. The imagery from our previous flyovers has been used by these departments and others for a variety of purposes. Analysis:Pictometry was originally selected to provide oblique orthophotography in 2008. Pictometry subsequently provided images for 2010 and again in 2011. Pictometry proposes to “fly” the city to gather photography in late 2013 or early 2014, with all photography being delivered in early 2014 and then supported for the next two years. In essence, this is simply an extension of an existing agreement with the same company to provide new products and services, updated for 2013. The combination of the multiple years of imagery will provide the Tax Assessor's Office with a valuable tool for determining where appraiser resources can be deployed most effectively to gather property information. Financial Impact:The project cost for the 2013 flight is $251,193, which is spread over the three-year contract period. Alternatives:N/A Cover Memo Item # 2 Recommendation:Approve revised maintenance agreement with Pictometry International to provide new 2013/2014 oblique imagery and related software and product support to Augusta. Funds are Available in the Following Accounts: Year 1: 2013 IT Operating Budget (101015410.5223110) $100,000 Year 2: SPLOST VI - GIS $75,596.50 Year 3: SPLOST VI - GIS $75,596.50 REVIEWED AND APPROVED BY: Procurement. Information Technology. Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 2 1 EXHIBIT A – AUGUSTA, GA REQUIRE COTRACT CLAUSES 1. Georgia Open Records Act: Pictometry acknowledges that this Agreement and certain documentation (collectively “Records”) may be subject to the Georgia Open Records Act (O.C.G.A. § 50-18-70, et seq.). Should City reasonably believe that Records, in whole or in part, are non-exempt and are subject to production via a valid, properly submitted request made under the Georgia Open Records Acts, City will promptly notify Pictometry of such request prior to producing any of the requested Records. Pictometry explicitly reserves the right to object to any such production and to pursue any and all remedies it has in both law and in equity to prevent the release of such Records. Pictometry may impose a reasonable fee for the production of records pursuant to the Georgia Open Records Acts and the City may require such fee to be paid by the requestor as permitted by law. 2. Time of Performance: Pictometry shall use commercially reasonable efforts to complete the services covered under and pursuant to this Agreement as directed by the City's Project Administrator by the estimated time frame of project completion as described in Page 10 to the Agreement, Section C, Non Standard Terms and Conditions No. 1 unless earlier terminated as provided herein, or as may be modified by mutual written agreement. Pictometry shall perform the Services, within the term of this Agreement, and in accordance with any schedule of services mutually acceptable to the Parties. . 3. Temporary suspension or delay of performance of contract: To the extent that it does not alter the scope of this agreement, Augusta, GA may unilaterally order a temporary stopping of the work, or delaying of the work to be performed by Pictometry under this agreement. 4. Defective Pricing: To the extent that the pricing provided by Pictometry is erroneous and defective, the parties may, by agreement, correct pricing errors to reflect the intent of the parties. 5. Specified Excuses for Delay or on-Performance: Pictometry is not responsible for delay in performance caused by hurricanes, tornadoes, floods, and other severe and unexpected acts of nature. In any such event, the contract price and schedule shall be equitably adjusted. 6. Termination of the Agreement for Default: Failure of Pictometry, which has not been remedied or waived, to perform or otherwise comply with a material condition of the Agreement shall constitute default. The CITY may terminate this contract is part or in whole upon written notice to the Pictometry pursuant to this term. 7. Termination for Convenience: The CITY may terminate this contract in part or in whole upon written notice to Pictometry. Pictometry shall be paid for any validated services under this Contract up to the time of termination. 8. Payment Procedures: See Page 4 to Agreement, Section A Fees; Payment Terms. 9. Hold Harmless: See Page 1 to the Order Form, Paragraph 5. 10. Prohibition Against Contingent Fees: Pictometry warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by Pictometry for the purpose of securing business and that Pictometry has not received any non-CITY fee related to this Agreement without the prior written consent of the CITY. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or at its discretion to deduct from the Agreement Price of consideration the full amount of such commission, percentage, brokerage or contingent fee. 11. Insurance Requirements: Pictometry shall, at all times that this Agreement is in effect, cause to be maintained in force and effect an insurance policy(s) that will ensure and indemnify the CITY against liability or financial loss resulting from injuries occurring to persons or property or occurring as a result of any negligent error, act, or omission of Pictometry in performance of the work during the term of this Agreement. Pictometry shall provide, at all times that this agreement is in effect, Worker's Compensation insurance in accordance with the laws of the State of Georgia. Pictometry shall provide, at all times that this Agreement is in effect, Insurance with limits of not less than: A. Workmen’s Compensation Insurance – in accordance with the laws of the State of Georgia. Attachment number 1 \nPage 1 of 3 Item # 2 2 B. Public Liability Insurance – in an amount of not less than One Million ($1,000,000) Dollars for injuries, including those resulting in death to any one person, and in an amount of not less than One Million ($1,000,000) Dollars on account of any one occurrence. C. Property Damage Insurance – in an amount of not less than One Million ($1,000,000) Dollars from damages on account of an occurrence, with an aggregate limit of One Million ($1,000,000) Dollars. D. Valuable Papers Insurance – in an amount sufficient to assure the restoration of any plans, drawings, field notes, or other similar data relating to the work covered by the Project. E. Professional Liability Insurance – in an amount of not less than One Million ($1,000,000) Dollars or an amount that correlates to the aggregate fee on the project should it exceed $1,000,000. CITY will be named as an additional insured with respect to Pictometry’s liabilities hereunder in insurance coverage’s identified in items (b) and (c). The policies shall be written by a responsible company(s), to be approved by the CITY, and shall be noncancellable except on thirty-(30) days' written notice to the CITY. Such policies shall name the CITY as co-insured, except for worker's compensation and professional liability policies, and a copy of such policy or a certificate of insurance shall be filed with the Director at the time of the execution of this Agreement. 12. Governing Law and Venue: The law of the State of Georgia shall govern the CONTRACT between CITY and Pictometry with regard to its interpretation and performance, and any other claims related to this agreement. All claims, disputes and other matters in question between CITY and Pictometry arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. Pictometry, by executing this Agreement, specifically consents to jurisdiction and venue in Richmond County and waives any right to contest the jurisdiction and venue in the Superior Court of Richmond County, Georgia. 13. Georgia Prompt Pay Act ot Applicable: The terms of this agreement supersede any and all provisions of the Georgia Prompt Pay Act. 14. Change Order Acknowledgment: “Contractor acknowledges that this contract and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners and approval of the Mayor. Under Georgia law, Contractor is deemed to possess knowledge concerning Augusta, Georgia's ability to assume contractual obligations and the consequences of Contractor's provision of goods or services to Augusta, Georgia under an unauthorized contract, amendment, modification, change order or other similar document, including the possibility that the Contractor may be precluded from recovering payment for such unauthorized goods or services. Accordingly, Contractor agrees that if it provides goods or services to Augusta, Georgia under a contract that has not received proper legislative authorization or if the Contractor provides goods or services to Augusta, Georgia in excess of the any contractually authorized goods or services, as required by Augusta, Georgia's Charter and Code, Augusta, Georgia may withhold payment for any unauthorized goods or services provided by Contractor. Contractor assumes all risk of non-payment for the provision of any unauthorized goods or services to Augusta, Georgia, and it waives all claims to payment or to other remedies for the provision of any unauthorized goods or services to Augusta, Georgia, however characterized, including, without limitation, all remedies at law or equity." This acknowledgement shall be a mandatory provision in all Augusta, Georgia contracts for goods and services, except revenue producing contracts. 15. E-Verify Requirements: All contractors and subcontractors entering into contracts with Augusta, Georgia for the physical performance of services shall be required to execute an Affidavit verifying its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or corporation which is contracting with Augusta, Georgia has registered with and is participating in a federal work authorization program. All contractors and subcontractors must provide their E-Verify number and must be in compliance with the electronic verification of work authorized programs operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, in accordance with the applicability provisions and deadlines established in O.C.G.A. § 13-10-91 and shall continue to use the federal authorization program throughout the contract term. All contractors shall further agree that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services pursuant to its contract with Augusta, Georgia the contractor will secure from such subcontractor(s) each subcontractor’s E-Verify number as evidence of verification of compliance with O.C.G.A. § 13-10-91 on the subcontractor affidavit provided Attachment number 1 \nPage 2 of 3 Item # 2 3 in Rule 300-10-01-.08 or a substantially similar form. All contractors shall further agree to maintain records of such compliance and provide a copy of each such verification to Augusta, Georgia at the time the subcontractor(s) is retained to perform such physical services. 16. Right to Inspect Premises: Augusta, Georgia may, with written notice to Pictometry’s legal department, inspect the part of the plant, place of business, or work site of Pictometry or any subcontractor of VENDOR or subunit thereof which is pertinent to the performance of any contract awarded or to be awarded by Augusta, Georgia. 17. Local Small Business Language: In accordance with Chapter 10B of the AUGUSTA, GA. CODE, Contractor expressly agrees to collect and maintain all records necessary to for Augusta, Georgia to evaluate the effectiveness of its Local Small Business Opportunity Program and to make such records available to Augusta, Georgia. The requirements of the Local Small Business Opportunity Program can be found at www.augustaga.gov. In accordance with AUGUSTA, GA. CODE § 1-10-129(d)(7), for all contracts where a local small business goal has been established, the contractor is required to provide local small business utilization reports. Contractor shall report to Augusta, Georgia the total dollars paid to each local small business on each contract, and shall provide such payment affidavits, regarding payment to subcontractors as may be requested by Augusta, Georgia. Such documents shall be in the format specified by the Director of minority and small business opportunities, and shall be submitted at such times as required by Augusta, Georgia. Failure to provide such reports within the time period specified by Augusta, Georgia shall entitle Augusta, Georgia to exercise any of the remedies set forth, including but not limited to, withholding payment from the contractor and/or collecting liquidated damages. Pictometry does not meet requirements of the Local Small Business Opportunity Program for the following reasons: its principal place of business is not in Augusta-Richmond County; and its three (3) year average annual gross receipts exceeds $1.5 million. Attachment number 1 \nPage 3 of 3 Item # 2 Page 1 of 11 Augusta, GA – C121189 20131106 CMT-00047-20130520 AGREEMENT BETWEEN PICTOMETRY INTERNATIONAL CORP. AND AUGUSTA, GA 1. 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: Delivered Content Terms and Conditions of Use Software License Agreement Section C: Non-Standard Terms and Conditions Exhibit A: Augusta, GA Contract Standards (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): Augusta, GA Contract Standards, Non-Standard Terms and Conditions, License Terms in order as listed above under the heading ‘Section B: 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 530 Greene Street-A-101 100 Town Centre Drive, Suite A Augusta, Georgia 30901 Rochester, NY 14623 Attn: Tameka Allen Attn: Contract Administration Phone: (706) 821-2522 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 shall 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. 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 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 Attachment number 2 \nPage 1 of 11 Item # 2 Page 2 of 11 Augusta, GA – C121189 20131106 CMT-00047-20130520 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 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 terms and conditions set forth 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 receipt by Pictometry of such fully executed document, such date of receipt by Pictometry being the “Effective Date.” PARTIES: AUGUSTA, GA PICTOMETRY NAME: PICTOMETRY INTERNATIONAL CORP. (entity type) a Delaware Corporation SIGNATURE: SIGNATURE: NAME:DEKE COPENHAVER NAME: TITLE: MAYOR TITLE: DATE: EXECUTION DATE: ATTEST: DATE OF RECEIPT (EFFECTIVE DATE)________________ TITLE: CLERK OF COMMISSION DATE: Attachment number 2 \nPage 2 of 11 Item # 2 Page 3 of 11 Augusta, GA – C121189 20131106 CMT-00047-20130520 SECTION A PRODUCT DESCRIPTIONS, PRICES AND PAYMENT TERMS Pictometry International Corp. ORDER # 100 Town Centre Drive, Suite A C121189 Rochester, NY 14623 BILL TO SHIP TO Augusta, GA Augusta, GA Michele Pearman Michele Pearman 530 Greene Street A-101 | 530 Greene Street A-101 | Augusta, Georgia 30901 Augusta, Georgia 30901 (706) 821-2843 (706) 821-2843 pearman@augustaga.gov pearman@augustaga.gov CUSTOMER ID SALES REP FREQUENCY OF PROJECT A116945 nroberso Triennial QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT PRICE (%) AMOUNT1 320 AccuPLUS 3in - CUSTOMER LIDAR - Per Sector Product includes: 3-inch GSD AccuPlus ortho mosaic tiles (GeoTIFF format), 3-inch GSD oblique frame images (4- way), 3-inch GSD orthogonal frame images, 3-inch GSD area-wide ortho mosaic (ECW format), 1-meter GSD ortho mosaic sector tiles and one area-wide 1-meter GSD mosaic (ECW format). Orthogonal GSD: 0.25 feet/pixel; Nominal Oblique GSD (all values +/-10%): Front Line: 0.24 feet/pixel, Middle Line: 0.28 feet/pixel, Back Line: 0.34 feet/pixel. Ortho-mosaic accuracy: 1.00 ft. RMSE (X or Y); 2.45 ft NSSDA 95%; meets or exceeds NMAS & ASPRS Class 1 at 1"=100'. Pricing discounted to reflect use of customer-provided DTM to support ortho-rectification (subject to Pictometry testing and validation). Refer to attached terms and conditions. $850.00 $680.00 (20%) $217,600.00 1 AccuPlus Imagery Bundle with Three (3) Years of EFS Maintenance & Support Includes digital copy of the Licensed Documentation for the License Software, two (2) End User Training Sessions, one (1) Advanced User Technical Training, one (1) Administration / IT Training Session, fifteen (15) 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 three years from the initial date of shipment of the EFS software, along with a copy of the updated documentation. $0.00 $0.00 1 EAP PROGRAM Refer to detailed description of EAP Program in attached Agreement. $0.00 $0.00 1 Electronic Field Study (EFS) One copy of Electronic Field Study software, latest version. $0.00 $0.00 3 FutureView Full Conference Registration Full conference registration to advanced training designed to maximize deployment. Includes airfare, hotel room for up to three nights, event registration, and round-trip airfare up to $500. Customer will be provided with discount code to complete FutureView registration. (Air Travel Restrictions - 30 day advance purchase for airfare, Continental US only, per person round trip airfare at standard coach class rates through Pictometry's travel provider only.) Must be redeemed within three years of agreement execution date. $2,165.00 $6,495.00 1 IMAGE Library Compression - Imagery Each Additional 50,000 Compression price is per 50k image increment. Licensee must provide Pictometry with compression ratio within 30 days of related imagery delivery. If ratio not provided, Pictometry will utilize a default value. $2,500.00 $2,500.00 320 IMAGERY - COMMUNITY - 4-way (C5) (9in) - Per Sector Product includes 9-inch GSD oblique frame images (4- way), 9-inch GSD orthogonal frame images, 1-meter GSD ortho mosaic sector tiles and one area-wide 1-meter GSD mosaic (ECW format). Orthogonal GSD: 0.75 feet/pixel; Nominal Oblique GSD (all values +/-10%): Front Line: 0.74 feet/pixel, Middle Line: 0.85 feet/pixel, Back Line: 1.00 feet/pixel. $75.00 $24,000.00 2 Media Drive Capacity 1.862T- Drive Model 2.0T - EXTPOWER External USB 2.0 / eSATA Externally Powered. Delivery media prices include copying a complete image library onto media. Sub-warehousing extra. $299.00 $598.00 Attachment number 2 \nPage 3 of 11 Item # 2 Page 4 of 11 Augusta, GA – C121189 20131106 CMT-00047-20130520 1 Oblique Imagery Bundle with Three (3) Years of EFS Maintenance & Support Includes digital copy of the Licensed Documentation for the License Software, two (2) End User Training Sessions, one (1) Advanced User Technical Training, one (1) Administration / IT Training Session, fifteen (15) 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 three years from the initial date of shipment of the EFS software, along with a copy of the updated documentation. $0.00 $0.00 320 Tiles - Standard (9in GSD; JPG format) Per Sector Available with corresponding 9" GSD imagery purchase. 9-inch GSD Mosaic Tiles in JPG Format. Tiles are provided "as is." Refer to Product Parameters for additional details. $10.00 $0.00 (100%) $0.00 Thank you for choosing Pictometry as your service provider. TOTAL $251,193.00 1Amount per product = ((1-Discount %) * Qty * List Price) 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 to purchases by Customer, shall be paid by Customer to Pictometry without reducing any amount owed to Pictometry unless documents satisfactory to Pictometry evidencing exemption from such taxes is provided to Pictometry prior to billing. To the extent any amounts properly invoiced pursuant to this Agreement are not paid within thirty (30) days following the invoice due date, such unpaid amounts shall accrue, and Customer shall pay, interest at the rate of 1.5% per month (or at the maximum rate allowed by law, if less). In addition, Customer shall pay Pictometry all costs Pictometry incurs in collecting past due amounts amount due under this Agreement including, but not limited to, attorneys' fees and court costs. Due at Signing Due at Shipment of Imagery Due at First Anniversary of Shipment of Imagery Due at Second Anniversary of Shipment of Imagery $100,000.00 $75,596.50 $75,596.50 Total Payments $251,193.00 PRODUCT PARAMETERS IMAGERY Product: IMAGERY - COMMUNITY - 4-way (C5) (9in) - Per Sector Ortho Tile Projection: State Plane, NAD83 Ortho Tile Format: JPG Units: Feet Elevation Source: Pictometry on File – Dem on file Leaf: Less than 30% leaf cover (Off) Special Instructions: ACCUPLUS IMAGERY Product: AccuPLUS 3in - CUSTOMER LIDAR - Per Sector Ortho Tile Projection: State Plane, NAD83 Ortho Tile Format: JPG Units: Feet Elevation Source: Pictometry on File Coverage Area Format: Shapefile Leaf: Less than 30% leaf cover (Off) Special Instructions: Standard Ortho Mosaic Products: Pictometry standard ortho mosaic products are produced through automated mosaicking processes that incorporate digital elevation data with individual Pictometry ortho frames to create large-area mosaics on an extremely cost-effective basis. Because these products are produced through automated processes, rather than more expensive manual review and hand-touched corrective processes, there may be inherent artifacts in some of the resulting mosaics. While Pictometry works to minimize such artifacts, the Pictometry standard ortho mosaic products are provided on an 'AS IS' basis with respect to visible cutlines along mosaic seams resulting from the following types of artifacts: i. Disconnects in non-elevated surfaces generally caused by inaccurate elevation data; ii. Disconnects in elevated surfaces (e.g., roadways, bridges, etc.) generally caused by elevated surfaces not being represented in the elevation data; iii. Building intersect and clipping generally caused by buildings not being represented in the elevation data; iv. Seasonal variations caused by images taken at different times during a season, or during different seasons; v. Ground illumination variations caused by images taken under different illumination (e.g., sunny, high overcast, morning light, afternoon light, etc.) within one flight day or during different flight days; vi. Single GSD color variations caused by illumination differences or multiple-aircraft/camera captures; vii. Mixed GSD color variations caused by adjacent areas being flown at different ground sample distances (GSDs); and Attachment number 2 \nPage 4 of 11 Item # 2 Page 5 of 11 Augusta, GA – C121189 20131106 CMT-00047-20130520 viii. Water body color variations caused by multiple individual frames being used to create a mosaic across a body of water (e.g., lakes, ponds, rivers, etc.). Other Pictometry products may be available that are less prone to such artifacts than the Pictometry standard ortho mosaic products. Economic Alliance Partnership (EAP) Customer is eligible for the EAP program described below for a period of two years from the Effective Date. Following payment to Pictometry of amounts due with respect to each subsequent capture, Customer will be eligible for the then-current EAP program for a period of two years from delivery of such subsequent capture. A. Disaster Coverage Imagery at No Additional Charge – Pictometry will, upon request of Customer and at no additional charge, provide updated 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 the EAP program: Hurricane: areas affected by hurricanes of Category II and higher. (Coverage for hurricanes below Category II and for areas exceeding 200 square miles will be, subject to Pictometry resource availability, available to Customer at the then-current EAP rates.) Tornado: areas affected by tornados rated EF4 and higher. (Coverage for tornados below EF4 and for areas exceeding 200 square miles will be, subject to Pictometry resource availability, available to Customer at the then-current EAP rates.) Terrorist: areas affected by damage from terrorist attack. (Coverage for areas exceeding 200 square miles will be, subject to Pictometry resource availability, available to Customer at the then-current EAP rates.) Earthquake: areas affected by damage to critical infrastructure resulting from earthquakes measured at 6.0 or higher on the Richter scale. (Coverage for earthquakes rated below 6.0 on the Richter scale and for areas exceeding 200 square miles will be, subject to Pictometry resource availability, available to Customer at the then-current EAP rates.) Tsunami: areas affected by damage to critical infrastructure resulting from tsunamis. (Coverage for areas exceeding 200 square miles will be, subject to Pictometry resource availability, available to Customer at the then-current EAP rates.) B. Software – Use of Pictometry Change Analysis™ – Pictometry’s EAP program includes the use of Change Analysis software for a term of ninety days from the date of delivery of the EAP imagery. The Change Analysis software simultaneously compares pre and post disaster images to aid recovery and restoration efforts. Attachment number 2 \nPage 5 of 11 Item # 2 Page 6 of 11 Augusta, GA – C121189 20131106 CMT-00047-20130520 SECTION B LICENSE TERMS PICTOMETRY DELIVERED CONTENT TERMS AND CONDITIONS OF USE These Pictometry Delivered Content Terms and Conditions of Use (the “Delivered Content Terms and Conditions”), in combination with the corresponding Agreement into which these terms are incorporated, collectively set forth the terms and conditions that govern use of Delivered Content (as hereinafter defined) for use within computing environments operated by parties other than Pictometry. As used in the Delivered Content Terms and Conditions the terms “you” and “your” in uppercase or lowercase shall mean the Customer that entered into the Agreement into which the Delivered Content Terms and Conditions are incorporated. 1. DEFINITIONS 1.1 “Authorized Subdivision” means, if you are a county or a non-state consortium of counties, any political unit or subdivision located totally or substantially within your boundaries that you authorize to have access to Delivered Content pursuant to the Delivered Content Terms and Conditions. 1.2 “Authorized System” means a workstation or server that meets each of the following criteria (i) it is owned or leased by you or an Authorized Subdivision, (ii) it is located within and only accessible from facilities that are owned or leased by you or an Authorized Subdivision, and (iii) it is under the control of and may only be used by you or Authorized Subdivisions. 1.3 “Authorized User” means any employee of you or Authorized Subdivisions that is authorized by you to have access to the Delivered Content through an Authorized System. 1.4 “Delivered Content” means the images, metadata, data layers, models, reports and other geographic or structural visualizations or embodiments included in, provided with, or derived from the information delivered to you by or on behalf of Pictometry pursuant to the Agreement. 1.5 “Project Participant” means any employee or contractor of persons or entities performing services for compensation for you or an Authorized Subdivision that has been identified by written notice to Pictometry prior to being granted access to Delivered Content and, unless Pictometry expressly waives such requirement for any individual, has entered into a written agreement with Pictometry authorizing such access. 2. GRANT OF RIGHTS; RESTRICTIONS ON USE; OWNERSHIP 2.1 Subject to the terms and conditions of the Agreement, you are granted nonexclusive, nontransferable, limited rights to: (a) install the Delivered Content on Authorized Systems; (b) permit access and use of the Delivered Content through Authorized Systems by: (i) Authorized Users for performance of public responsibilities of you or Authorized Subdivisions that are to be performed entirely within facilities of you or Authorized Subdivisions; (ii) Project Participants under the supervision of Authorized Users for performance of tasks or preparation of materials using only hard copies (or jpg copies) of Delivered Content solely for fulfilling public responsibilities of you or Authorized Subdivisions to be performed entirely within facilities of you or Authorized Subdivisions; and (iii) individual members of the public, but only through Authorized Users and solely for the purpose of making hard copies or jpg copies of images of individual properties or structures (but not bulk orders of multiple properties or structures) to the individual members of the public requesting them. 2.2 You may not reproduce, distribute or make derivative works based upon the Delivered Content in any medium, except as expressly permitted in the Delivered Content Terms and Conditions. 2.3 You may not offer any part of the Delivered Content for commercial resale or commercial redistribution in any medium. 2.4 You may not distribute or otherwise make available any Delivered Content to Google or its affiliates, either directly or indirectly. 2.5 You may not exploit the goodwill of Pictometry, including its trademarks, service marks, or logos, without the express written consent of Pictometry. 2.6 You may not remove, alter or obscure copyright notices or other notices contained in the Delivered Content. 2.7 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in Delivered Content in all media belong to Pictometry or its third party suppliers. Neither you nor any users of the Delivered Content acquire any proprietary interest in the Delivered Content, or any copies thereof, except the limited use rights granted herein. 3. OBLIGATIONS OF CUSTOMER 3.1 Geographic Data. If available, you agree to provide to Pictometry geographic data in industry standard format (e.g., shape, DBF) including, but not limited to, digital elevation models, street centerline maps, tax parcel maps and centroids, which data, to the extent practicable, shall be incorporated into the Delivered Content. You agree that any of this data that is owned by you may be distributed and modified by Pictometry as part of its products and services, provided that at no time shall Pictometry claim ownership of that data. 3.2 Notification. You shall (a) notify Pictometry in writing of any claims or proceedings involving any of the Delivered Content within ten (10) days after you learn of the claim or proceeding, and (b) report promptly to Pictometry all claimed or suspected defects in Delivered Content. 3.3 Authorized User Compliance. You shall at all times be responsible for compliance by each Authorized User with the Delivered Content Terms and Conditions. 3.4 Authorized Subdivision Compliance. You shall at all times be responsible for compliance by each Authorized Subdivision with the Delivered Content Terms and Conditions. 3.5 Project Participants. Each notice to Pictometry identifying a potential Project Participant shall include a detailed description of the scope and nature of the Project Participants’ planned work and the intended use of the Delivered Content in such work. Pictometry retains the right to restrict or revoke access to Delivered Content by any Project Participant who does not comply with the terms of the Delivered Content Terms and Conditions. 4. LICENSE DURATION; EFFECT OF TERMINATION 4.1 Term. The license granted to you in the Delivered Content Terms and Conditions is perpetual, subject to Pictometry’s right to terminate the license in the event you do not pay in full the Fees specified elsewhere in the Agreement, the Agreement is terminated for any reason other than a breach of the Agreement by Pictometry, or as otherwise provided in the Agreement. 4.2 Effect of Termination. Upon termination of the license granted to you in the Delivered Content Terms and Conditions, you shall immediately cease all use of the Delivered Content, promptly purge all copies of the Delivered Content from all workstations and servers on which any of it may be stored or available at the time, and return hard drive/media containing Delivered Content to Pictometry. 5. TRADEMARKS; CONFIDENTIALITY 5.1 Use of Pictometry’s Marks. You agree not to attach any additional trademarks, trade names, logos or designations to any Delivered Content or to any Attachment number 2 \nPage 6 of 11 Item # 2 Page 7 of 11 Augusta, GA – C121189 20131106 CMT-00047-20130520 copies of any Delivered Content without prior written approval from Pictometry. You may, however, include an appropriate government seal and your contact information so long as the seal and contact information in no way obscure or deface the Pictometry marks. You further agree that you will not use any Pictometry trademark, trade name, logo, or designation in connection with any product or service other than the Delivered Content. Your nonexclusive right to use Pictometry’s trademarks, trade name, logos, and designations are coterminous with the license granted to you in the Delivered Content Terms. 5.2 Confidentiality of Delivered Content. The Delivered Content consists of commercially valuable, proprietary products owned by Pictometry, the design and development of which reflect an investment of considerable time, effort, and money. The Delivered Content is treated by Pictometry as confidential and contains substantial trade secrets of Pictometry. You agree that you will not disclose, provide a copy of, or disseminate the Delivered Content (other than as expressly permitted in the Delivered Content Terms and Conditions) or any part thereof to any person in any manner or for any purpose inconsistent with the license granted to you in the Delivered Content Terms and Conditions. You agree to use your best efforts to assure that your personnel, and any others afforded access to the Delivered Content, protect the Delivered Content against unauthorized use, disclosure, copying, and dissemination, and that access to the Delivered Content and each part thereof will be strictly limited. 6. LIMITED WARRANTY; DISCLAIMER OF WARRANTIES 6.1 Limited Warranties; Exclusive Remedy. Pictometry warrants that the Delivered Content will contain true and usable copies of the designated imagery as of the date of capture. As the sole and exclusive remedy for any breach of the foregoing warranty, Pictometry shall use reasonable efforts to correct any deficiency that precludes use of the Delivered Content in the manner intended. 6.2 Disclaimer of Other Warranties. Except as provided in Section 6.1, above, THE DELIVERED CONTENT IS PROVIDED TO YOU "AS IS" AND “WITH ALL FAULTS.” PICTOMETRY MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ACCURACY, ARE HEREBY DISCLAIMED AND EXCLUDED BY PICTOMETRY. 6.3 Limitation of Liability. With respect to any other claims that you may have or assert against Pictometry on any matter relating to the Delivered Content, the total liability of Pictometry shall, in the aggregate, be limited to the aggregate amount received by Pictometry in payment for Delivered Content during the immediately preceding twenty-four (24) month period. 7. MISCELLANEOUS PROVISIONS 7.1 Restricted Rights. Delivered Content acquired with United States Government funds or intended for use within or for any United States federal agency is provided with “Restricted Rights” as defined in DFARS 252.227-7013, Rights in Technical Data and Computer Software and FAR 52.227-14, Rights in Data-General, including Alternate III, as applicable. 7.2 Governing Law. This License Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflicts of law principles. ____________________________________________________ [END OF DELIVERED CONTENT TERMS AND CONDITIONS] Attachment number 2 \nPage 7 of 11 Item # 2 Page 8 of 11 Augusta, GA – C121189 20131106 CMT-00047-20130520 SECTION B LICENSE TERMS PICTOMETRY SOFTWARE LICENSE AGREEMENT PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE. BY USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. 1. GENERAL. The software (“Pictometry Software”) and any written materials that accompany the software (“Documentation”) in any media or form are licensed, not sold, to you by Pictometry International Corp. ("Pictometry") for use only under the terms of this License. Pictometry reserves all rights not expressly granted to you in this License. 2. LICENSE. Subject to the terms and conditions of this License, you are granted a limited, non-transferable, terminable, non-sublicenseable, non-exclusive license to install and use the Pictometry Software and the Documentation (collectively, the “Proprietary Materials”) solely for internal use. Use of the functionality provided by the Pictometry Software other than for your internal use is prohibited, except with the prior written approval of Pictometry. You may make one copy of the Pictometry Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright and other proprietary notices contained in the original. You will not and will not enable others to decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, create derivative works of, or tamper with or disable any security or monitoring features within the Pictometry Software. Any attempt to do so is a violation of the rights of Pictometry and its licensors. 3. TITLE. The Proprietary Materials are confidential information of, trade secrets of, and are proprietary to Pictometry. Title to the Proprietary Materials is and will remain in Pictometry and its licensors. All applicable rights to patents, copyrights, trademarks, trade secrets, and other intellectual property rights in the Proprietary Materials are and will remain in Pictometry and its licensors. You will not assert any right, title or interest in the Proprietary Materials provided to you under this License, except for the express license granted to you hereunder. You will not remove any copyright or other proprietary notice or legend contained on or included in any Proprietary Materials and you will reproduce all such information on all copies made hereunder. You will keep the Proprietary Materials free of all claims, liens and encumbrances. 4. DISCLAIMERS OF WARRANTY. USE OF THE PICTOMETRY SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PICTOMETRY SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PICTOMETRY HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PICTOMETRY SOFTWARE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. PICTOMETRY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OR PROVIDED BY THE PICTOMETRY SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PICTOMETRY SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PROPRIETARY MATERIALS WILL BE CORRECTED. 5. LIMITATION OF LIABILITY. IN NO EVENT WILL PICTOMETRY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PICTOMETRY SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), EVEN IF PICTOMETRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PICTOMETRY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) CAUSED BY, ARISING OUT OF OR IN ANY WAY RELATED TO THE PICTOMETRY SOFTWARE EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 6. TERMINATION. This License will terminate automatically without notice from Pictometry if you fail to comply with any term of this License. Upon the termination of this License, you will cease all use of the Pictometry Software and destroy all copies, full or partial, of the Proprietary Materials. 7. MISCELLANEOUS PROVISIONS. A. Restricted Rights. Pictometry Software acquired with United States Government funds or intended for use within or for any United States federal agency is provided with “Restricted Rights” as defined in DFARS 252.227-7013, Rights in Technical Data and Computer Software and FAR 52.227- 14, Rights in Data-General, including Alternate III, as applicable. Pictometry must be notified in advance of any license grants to United States federal governmental entities. The Pictometry Software is developed for general use in a variety of applications and is not developed or intended for use in any inherently dangerous applications or applications that could lead to property damage, personal injury or death. If you use the Pictometry Software in such applications, then you will be responsible for taking all appropriate fail-safe, backup, redundancy, and other measures to ensure the safe use of the Pictometry Software in such applications, including but not limited to, in any nuclear, aviation, mass transit, public safety or medical applications. B. Foreign Trade Restrictions. The parties acknowledge that certain information, software technology, accompanying documentation and technical information may be subject to United States export control laws. You will not directly or indirectly export or re-export the Pictometry Software in violation of the Export Administration Regulations of the U.S. Department of Commerce. C. Governing Law. This License will be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflict of laws principles. D. Assignment. You may not assign this License without Pictometry’s prior written consent. Any assignment in violation of this License will be null, void and of no force and effect. For all purposes under this License, any merger, consolidation, spin-off, acquisition or change-in-control will be deemed an assignment. E. Partial Invalidity; Survival. If any provision of this License is held invalid or unenforceable by competent authority, that provision will be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it will then appear. The total invalidity or Attachment number 2 \nPage 8 of 11 Item # 2 Page 9 of 11 Augusta, GA – C121189 20131106 CMT-00047-20130520 unenforceability of any particular provision of this License will not affect its other provisions and this License will be construed in all respects as if the invalid or unenforceable provision were omitted. The provisions of this License that by their nature would survive its termination will survive indefinitely. F. Force Majeure. Neither party will be liable for any costs or damages due to nonperformance under this License arising out of any cause not within the reasonable control of such party and without its fault or negligence. Neither party will be liable for any delay or failure in the performance of its obligations under this License that directly results from any failure of the other party to perform its obligations as set forth in this License. G. Waiver. No waiver of a breach of any term of this License will be effective unless in writing and duly executed by the waiving party. No such waiver will constitute a waiver of any subsequent breach of the same or any other term of this License. No failure on the part of a party to exercise, and no delay in exercising any of its rights hereunder will operate as a waiver thereof, nor will any single or partial exercise by a party of any right preclude any other or future exercise thereof or the exercise of any other right. No course of dealing between the parties will be deemed effective to modify, amend or discharge any part of this License or the rights or obligations of any party hereunder. H. Entire Agreement; Construction. This License contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings regarding that subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Pictometry. There are no representations, warranties, or obligations of any party not expressly contained herein. The headings in this License are for convenience only. They do not constitute a portion of this License and will not be used in any construction of it. ____________________________________________________ [END OF SOFTWARE LICENSE AGREEMENT] Attachment number 2 \nPage 9 of 11 Item # 2 Page 10 of 11 Augusta, GA – C121189 20131106 CMT-00047-20130520 SECTION C NON-STANDARD TERMS AND CONDITIONS 1. Pictometry shall use commercially reasonable efforts to perform image capture in December of 2013, weather and air traffic control permitting. 2. Section A, Page 4, paragraph under FEES; PAYMENT TERMS is deleted in its entirety and replaced with the following: "All amounts due to Pictometry pursuant to this Agreement ("Fees") are expressed in United States Dollars. Customer shall pay Pictometry all costs Pictometry incurs in collecting past due amounts under this Agreement including, but not limited to, attorneys' fees and court costs." 3. Section B Pictometry Delivery Content Terms and Conditions of Use, Obligations of Customer, Section 3.2 is deleted in entirety and replaced with the following: "You shall (a) notify Pictometry in writing of any claims or proceedings involving any of the Delivered Content within thirty (30) days after you learn of the claim or proceeding, and (b) report promptly to Pictometry all claimed or suspected defects in Delivered Content." 4. Section B Pictometry Delivered Content Terms and Conditions of Use, Governing Law, Section 7.2 is deleted in its entirety. (for Governing Law see Exhibit A: Augusta, GA Contract Standards) 5. Section B Pictometry Software License Agreement, Governing Law, Section 7C is deleted in its entirety. (for Governing Law see Exhibit A: Augusta, GA Contract Standards). ____________________________________________________ [END OF NON-STANDARD TERMS AND CONDITIONS] Attachment number 2 \nPage 10 of 11 Item # 2 Page 11 of 11 Augusta, GA – C121189 20131106 CMT-00047-20130520 SECTOR MAP Attachment number 2 \nPage 11 of 11 Item # 2 Public Safety Committee Meeting 11/25/2013 1:05 PM Augusta, Fire Deparment Volunteer Fire Fighter and Recure Worker Compensation Department:Fire Department Caption:Motion to approve a resolution authorizing volunteer firefighters and rescue workers of the Augusta, Georgia Fire Department to be covered under Workers' Compensation. (Referred from November 19 Commission meeting) Background: Analysis: Financial Impact: Alternatives:Deny Recommendation:Approve Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 3 RESOLUTION A RESOLUTION AUTHORIZING VOLUNTEER FIRE FIGHTERS AND RESCUE WORKERS OF THE AUGUSTA, GEORGIA FIRE DEPARTMENT TO BE COVERED UNDER WORKERS’ COMPENSATION WHEREAS, the Augusta, Georgia Board of Commissioners desires to provide workers’ compensation coverage in the same manner as other Augusta, Georgia employees for certain volunteer fire fighters and rescue workers who perform services for the Augusta, Georgia Fire Department; THE COMMISSION OF AUGUSTA, GEORGIA HEREBY RESOLVES that those individuals providing services for the Augusta, Georgia Fire Department on a volunteer basis as firefighters and rescue workers shall be covered under the workers’ compensation laws of the State of Georgia in the same manner as other Augusta, Georgia employees. Any volunteer firefighter’s or rescue worker’s average weekly wage shall be calculated in accordance with O.C.G.A. §34-9-260(5), as may be amended. Duly adopted this _____ day of November. AUGUSTA, GEORGIA By:____________________________ David S. Copenhaver As its Mayor ATTEST: ________________________________ Lena J. Bonner, Clerk of Commission Attachment number 1 \nPage 1 of 1 Item # 3 Public Safety Committee Meeting 11/25/2013 1:05 PM Automatic Aid Agreement with Hephzibah, Georgia Department:Fire Department Caption:Motion to approve automatic aid agreement with Hephzibah, Georgia. (Referred from November 19 Commission meeting) Background:Those Augusta, Georgia residence who live close to the Hephzibah city limits have a higher ISO rating because they are not within five (5) miles of an Augusta, Georgia fire station and therefore have much higher insurance premiums. ISO credits governing authorites for the facilities of any other governing authority with which they have an automtic aid agreement. Analysis:This agreement will greatly improve the ISO rating of Augusta, Georgia residence who are within five (5) miles of the Hephzibah Fire Station but not within five (5) miles of any Augusta, Georgia Fire Station resulting in a significant decrease in their insurance premiums. Financial Impact:None Alternatives:Deny Recommendation:Approve Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 4 AUTOMATIC AID AGREEMENT This AUTOMATIC AID AGREEMENT (“Agreement”) is entered into this _____ day of October, 2013 by and between the Augusta, Georgia and the City of Hephzibah, Georgia. DUAL RESPONSE AREA 1. Dual Response Area - Geographic Limits. This Agreement shall apply to all fire alarms and structure fires in residential, commercial, recreational and rural properties (“Emergency Incidents”) where the first response is provided by a local fire department. This Agreement applies to all Emergency Incidents received by the Augusta, Georgia Communications Center for addresses or occupancies within the Augusta, Georgia Fire District located within the boundaries defined by: To the North – Hwy 88/Patterson Bridge Road To the West – Bath-Edie Road/Keysville Road To the East – Peach Orchard Road To the South – Augusta/Burke County Line Note: For purposes of this Agreement, the boundary will include both sides of the road way and any property contiguous to either side of the roadway. 2. Situations Where Aid is Provided. All calls for fire services within the defined automatic aid agreement area shall result in an automatic, simultaneous response from both the Augusta, Georgia and City of Hephzibah Fire Departments. To accomplish this, the Augusta, Georgia Communications Center shall simultaneously dispatch both the Augusta, Georgia and City of Hephzibah Fire Departments. This Automatic Aid Agreement shall be in effect 24 hours a day, seven days a week. 3. No Reimbursement for Costs. No party in this Agreement shall be required to reimburse any other party for the cost of providing the services set forth in the Dual Response section of this Agreement. Each party shall pay its own costs for responding to the Emergency Incidents within the described automatic aid Agreement. PERSONNEL AND EQUIPMENT Personnel and Equipment Provided. The Augusta, Georgia Fire Chief and the City of Hephzibah Fire Chief shall establish a response plan regarding the deployment of personnel and equipment in responding to Emergency Incidents under this Agreement. In all cases, responses will be consistent with the established Augusta, Georgia Fire Department alarm package. Any other required personnel and/or equipment will be determined by the incident Commander (as defined below) in his or her sole discretion. In the event that Augusta, Georgia Fire Department responders arrive first at the incident and determine that they can handle the Emergency Incident entirely with their own available resources, then Augusta, Georgia Fire Department shall return the still Attachment number 1 \nPage 1 of 3 Item # 4 responding City of Hephzibah units. If dual response is required, as soon as the Augusta, Georgia Fire Department determines that it has adequate resources to control and extinguish the Emergency Incident, the City of Hephzibah responding units shall be released. INCIDENT COMMAND Command at an Emergency Incident. The first arriving unit on any Emergency Incident will establish an incident command management structure that is consistent with their department protocol. Incident command will be assumed by the highest ranking Augusta, Georgia Fire Department personnel on scene. All responding personnel will operate accordingly under the command structure established. RADIO COMMUNICATIONS Radio Communications. The Augusta, Georgia Communications Center will simultaneously dispatch both Augusta, Georgia and City of Hephzibah fire departments to Emergency Incidents within the described boundary. Responding units to Emergency Incidents within the described boundary will switch their radio traffic to Augusta, Georgia’s assigned tactical channel for the specified incident (i.e. Tac1, Tac2, Tac3, or Tac4). LIABILITY/INDEMNIFICATION Liability/Indemnification. Each party shall waive all claims against the other party for compensation for any property loss or damage, and/or personal injury or death occurring as a consequence of the performance of this Agreement. Each party shall bear the liability and/or cost of damage to its equipment and the death of, or injury to, its personnel, whether the death, injury or damage occurs at an Emergency Incident within the described boundary. To the extent allowed by law, each department shall indemnify, defend and hold harmless all other parties for damages, claims, demands, suits, judgments, costs and expenses arising from loss of or damage to private property and/or the death of or injury to private persons whether caused by either department responding within the parameters of this Agreement. Provided, however, nothing contained herein shall expand the immunity of a party granted to it by law. With respect to “Command at the Emergency Incident” as provided for in the “INCIDENT COMMAND” section above, each party waives all claims against the other party for compensation for any property loss or damage, and/or personal injury or death occurring as a consequence of any negligent acts, conduct, instructions or commands given by the individual that assumes command (Incident Commander) at any Emergency Incident. This provision shall not apply to any acts, conduct, instructions or commands given by an officer in the capacity of Incident Commander, which are later determined at anytime to have been grossly negligent, willful, wanton or reckless. Attachment number 1 \nPage 2 of 3 Item # 4 TERMINATION Termination of Agreement. Either party may withdraw from this Agreement by giving ninety (90) days written notice to the other party by certified mail. PRIOR AGREEMENTS Prior Agreements. This Agreement does not cancel or void the current or any subsequent mutual aid agreements between the parties. To the extent that this Agreement conflicts with the current or any subsequent mutual aid agreements, this Agreement controls. ___________________________ ___________________________ Deke Copenhaver Robert Buchwitz Mayor, Augusta, Georgia Chairman, Hephzibah City Council Date ______________________ Date _______________________ Attest: _____________________ Clerk of Commission Attachment number 1 \nPage 3 of 3 Item # 4 Public Safety Committee Meeting 11/25/2013 1:05 PM Marshal's Department Litter Patrol Department:Clerk of Commission Caption:Update from the Marshal's Department regarding the number of staff participating in and the activities of the litter patrol division. (Requested by Commissioner Williams) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 5 Public Safety Committee Meeting 11/25/2013 1:05 PM Minutes Department:Clerk of Commission Caption:Motion to approve the minutes of the Public Safety Committee held on November 12, 2013. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 6 Attachment number 1 \nPage 1 of 3 Item # 6 Attachment number 1 \nPage 2 of 3 Item # 6 Attachment number 1 \nPage 3 of 3 Item # 6 Public Safety Committee Meeting 11/25/2013 1:05 PM MOU AFD.AGAFD Department: Caption:Discuss Memorandum of Understanding (MOU) and responsibilities between Augusta Fire Department and Augusta Regional Airport Fire Department. (Requested by Commissioner Donnie Smith) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 7 Public Safety Committee Meeting 11/25/2013 1:05 PM Richmond County Radio System Department: Caption:Discuss the reassignment of responsibilities for Augusta Richmond County radio system from the InformationTechnology Department to the 911 Director. (Requested by Commissioner Donnie Smith) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 8