Joint Purchase Consortium for Aerial Photography t
Mernoiandum of Undastandin
Between: Metro, Data Resource Center
And:
Date: 10-2►-99
Re: Joint Purchase Consortium for Aerial Photography
Purpose:
This agreement enables the joint purchase of digital aerial photography by local
governments and non-profit groups. Consortium purchase reduces each
member's cost of obtaining photography through cost sharing. The digital
imagery available includes the urban and Urban Reserve areas of Multnomah,
Clackamas, and Washington Counties - Exhibit A. The intent of the consortium
is to provide for a cost effective means to acquire digital orthophotography on an
annual basis.
Background:
Each year Metro and other governments within the Portland metropolitan area
purchase aerial photography in support of many varied planning,transportation,
construction, facility management, land management programs and related
programs. In April 1999, at a meeting of the Regional GIS Coordinating
Committee, several area governments expressed interest in a joint purchase
program. In May, Metro issued a Request for Proposals (RFP) for ortho-rectified
digital aerial photography. On June 1.0"the RFP.closed and two proposals were
received. The most responsive proposal was from Spencer B Gross and
Associates. The cost per section was quoted at$85 per section,totaling$43,500
for the 511 square miles included in Exhibit A. This quote also granted Metro
rights to distribute the digital imagery.
Membership
Consortium members are governments,and nonprofit agencies in the Portland
metropolitan area that have signed this agreement for joint purchase of
orthophotography. Parties purchasing from the consortium, during the course of
the year, may elect to become consortium members and shall pay the same rate
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per section for the given fiscal year. Members are licensed to use the product for
their purposes through Metro, the purchasing agent.(Exhibit B). Members share
in revenues generated from sales to non-members,as stated in the Revenue
Sharing section.
Cost Sharing:
Consortium members are charged based on the number of sections acquired,
multiplied by a per section price.
The formula to determine the per section price uses a cell basedaccounting
system which tabulates the price of each"section, according to the number of
jurisdictions purchasing that section. For example', Metro's per section:cost is
$85 (Contract cost of$43,500 divided by 51.1 sections). The.initial cosvof$85
Will be reduced according to the number of sales of a particular section. Eight
purchases reduces the.price to$11 for that section. Per section prices will vary by
geographic area, according to the level of participation by jurisdictions in that
area.
Metro serves as the purchasing agent for the digital orthophotography and will
make copies ofthe.digitalorthophotography availableto members according to
the terms of this agreement. Members will be.licensed users.of the photography,
in accordance with the Purchase License,,Agreement Exhibit B. This
arrangement eliminates the need for multiple purchase contracts from the vendor
and.places the product in RLIS, enabling Metro-to protect.it from'public domain
requests from non-consortium parties by means of ORS 267.357.
Metro will add a distribution cost to cover time and materials,costs for copying
the images to media and for invoicing local governments at its standard rate of
$75 per hour; which includes staff; computer and overhead costs
Revenue Sha'rin.g
During the:course of the year imagery may be licensed to additional'agencies.
Imagery will be licensed to'non-members based on the per section prices set at the
time the consortium is established. This will be no later than'November 30, 1999.
Funds generated from sales after November,30, 1999 will be placed'in.a reserve
account at Metro and used'to offset consortium member costs of future year
purchases.
Agreement:
1. . Each party agrees to participate in the group purchase of digital aerial.
photography. The per-section price is based upon:the formula established in the
Cost Sharing section. On December 1,.1999'the cost per section will be
calculated based on the number parties having enferedinto this agreement.
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2. Metro will serve as the purchasing agent and invoice each member for
their share of the purchase price, according to the number of sections purchased.
3. Metro will retain,ownership of the imagery and distribute it to
consortium members as licensed users. Metro will maintain records of sections
sold to non-members for future revenue sharing. Metro will be compensated for
providing distribution services for time and materials,- ($75/hr).
4. Metro will hold a meeting of the consortium in January/February of each
year to seek purchase commitments by March 30`h for purchase of imagery in
that.year. Metro will also,work with consortium members to determine if
additional digital products may be desired. For example, the consortium as
whole or selected members may be interested in jointly purchasing a leaf-off
flight in addition to or in lieu of,the annual summer flight.
5. The consortium may amend this agreement on an anrival basis in order to
modify cost sharing,revenue sharing, membership,and other provisions.
Amendments will be accepted based on a majority vote of all active consortium
member governments and non-profits.
6. A member government may terminate their membership in the
consortium in writing at any time. Upon termination,the government may
continue to use the licensed digital orthophotography for their own internal
purposes but may not distribute copies of the digital orthophotography to any
other party.
7. Metro, in conjunction with other consortium members,,may terminate
` the membership of a member for violations of any of the provisions the.License
Agreement and enforce the terms therein.
8. The undersigned indicate intent to purchase the sections ordered on the
attached Order Form, Exhibit C and to thereby participate in the joint purchase
consortium.
The parties agree to the considerations stated above and have executed this
Agreement on the dates indicated.
Metro: Participant: d.
By: By: t �
Name: i ePI Name:,,o gc 1\1.e J�_prl C a w 1�
Title: Title: �,v10�:�t,v' d CCMVI1t.V1� I���•:
Date:��7 Date: .L7- ' C C +.
Mou-99photos-clnldoc
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Exhibit B
LICENSE AGREEMENT
July, 1999 Aerial Photography
PRODUCT PURCHASE TERMS AND CONDITIONS
THIS AGREEMENT is made and entered into.by and between METRO,acting by
and through the Data Resource Center(hereinafter referred to as"DRC');and the
client,(hereinafter referred to as"User").
RECITALS
1. DRC contractually'shares.distribution rights for the July, 1999 color aerial photographs
with Spencer Gross and Associates for the copyrighted product enclosed(here-inafter referred
to as"Product");and
2. The User is a government entity that will make use of the Product for its governmental
purposes;and
AGREEMENTS
As terms and conditions of this sale of this copyrighted product,the User hereto
agrees as follows:
1.PRODUCT
1.1 Product(s).These terms and conditions apply to.the Productenclosed.
1.2 Purchase of Product.For payment received and in consideration of.user's
agreement to these terms and conditions,the DRC hereby conveys to'the User a
nonexclusive copy of the Product for use consistent with these terms and
conditions.
2.USE.
2:1 Permitted Use.Thislproduct-is'sold under the agreement that the User may use
the Product in its businessactivity.and for no;other purpose whatsoever.
2.2 Restrictions on'Use.
(a)Unauthorized Use.Useushall not.allow,accessto the.Product,by any,other
person or organization by means of networks,timesharing,,or,multiple'CPU
arrangements,unless authorized'in writing by DRC or„if the other party is a
contractor providing services`to the governmentrequiring usage of the:Product
imorderlo.provide contractual services.
3:.RETURN
3:F These terms and conditions shall commence on the.date the::product is
purchased and continue so longas the Product is in the possession of the User.
3.2 If the User fails to comply with any of the terms and conditions provided
herein,DRC shall require return of Product by giving written notice to the user.
The User shall return all copies of the product.
4. LIMITED WARRANTY
4.1 Limited Warranty.
(a)DRC shall use its best efforts to ensure that the Product is delivered free of
physical defect.
(b)DRC shall have the sole authority to.determine whether the Product,at the time
of delivery,was free of physical,defect.
(c)DRC disclaims any,other warranties;express or implied,respecting these terms
and conditions or the Product:
4.2 Remedy.
(a)User's sole and exclusive remedy for breach of this limited warranty will be to
return the Product,within 60 days of receipt.
(b)DRC shall,at its discretion,retain the returned Product and refund the fee for
the Product,or replace the Product,or repair the Product and return it to the User.
5:ASSIGNMENT AND TRANSFER
User shall not disclose,lease,sell,distribute,make,transfer or assign the Product
or engage in any other transaction which has the effect of transferring the right of
use or part of the Product without prior written consent of DRC,excepting,usage by
a contractor providing services to the User requiring access to the Product.:
6.LIABILITY
DRC shall not be liable for any activity involving the Product with respect to the
following:
(a)The fitness of the Product for a particular purpose.
(b)The installation of the Product,its use or the results obtained.
7.MISCELLANEOUS
7.1 Applicable Law: Venue.
These terms and conditions of this purchase agreement shall be construed and
interpreted under and pursuant to the laws of the state of Oregon.The parties
agree that venue for any action or claim arising out of or in connection with this
agreement shall be in the Superior Court for Multnomah County,Oregon.
7.2 Invalidity.
If any term or provision of this agreement or the application thereof to any person
or circumstance shall to any extent be invalid or unenforceable,the remainder of
this agreement shall not be affected thereby,and each term,andprovision of this
agreement shall be valid and enforced as written to the fullest extent permitted by
law.
7.3 Entire Agreement.
This agreement contains the entire agreement of the parties hereto with respect to
the matters covered hereby,and no other agreement,statement or promise made
by any party hereto,which is not contained herein,shall be binding or valid.
- - - --- -- --Exhibit-G------A..«
ORDER FORM
July; 1999 Aerial Photography
Indicate sections below or by marking on the flight index (Exhibit A)
SECTIONS I s I w SF_C.TkON 5 110 (4, i s , I u i 1:1 1$', 19: 26 . 21
2-2� 9 24x5 2_9 29 O 31 i 32.; 324,' 34, '55,. (0
59smac.►5': 1 : 2 ,3 -4 . 5, lv , -7ss , 9 1_y i I 1 1 j
20 _ .9 30 1 SIE S EGTS i 5t , 1 °I 30 3 1
�' S 1 G" SECTS to . -T 1 12 , 19' , :3
Send to
Alan Holsted
Metro, DRC
600 NE Grand Ave.
Portland, OR 97232
Optionally:
Fax: 79.7-1909
E-mail: holsteda@metro.dst.orus
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