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040-20 (2035ComprehensivePlanProposedAmendmnt(NELUP)(SWSABoundaryReview))
Co RESOLUTION 173 Action: Approved BOARD OF SUPERVISORS: October 14, 2020 RESOLUTION DIRECTING THE PLANNING COMMISSION TO HOLD A PUBLIC HEARING REGARDING NORTHEAST FREDERICK LAND USE PLAN (NELUP) OF THE 2035 COMREHENSIVE PLAN, SEWER AND WATER SERVICE AREA (SWSA) BOUNDARY REVIEW FOR EXPANSIONS AND REDUCTIONS, AND ADDITION OF NEW TEXT FOR THE NELUP (APPENDIX I) WHEREAS, The 2035 Comprehensive Plan, The Plan, was adopted by the Board of Supervisors on January 25, 2017; and WHEREAS, this amendment would result in boundary adjustments to the Sewer and Water Service Area (SWSA) of the Northeast Land Use Plan (NELUP). This adjustment proposes to remove approximately 681.97 acres from the SWSA and add 1,017.4 acres to the SWSA. This amendment also includes supporting text to be added to the 2035 Comprehensive Plan, Appendix I — Area Plan, The Northeast Frederick Land Use Plan; and WHEREAS, the Board of Supervisors and Planning Commission held a joint work session on August 12, 2020 and directed Staff to work with Frederick Water to examine the boundary of the Sewer and Water Service Area (SWSA) of the North East Land Use Plan (NELUP); and WHEREAS, the Comprehensive Plans and Programs Committee (CPPC) at their September 14, 2020 meeting, discussed the boundary of the Sewer and Water Service Area (SWSA) of the Northeast Land Use Plan (NELUP) and the recommendations prepared by Frederick Water and the NELUP text, and recommended approval; and WHEREAS, the Planning Commission discussed this item at their October 7, 2020 meeting and recommended approval of boundary adjustments for the Sewer and Water Service Area (SWSA) of the Northeast Land Use Plan (NELUP) and the proposed text; and WHEREAS, the Frederick County Board of Supervisors finds that in the public necessity, convenience, general welfare, and good zoning practice, directs the Frederick County Planning Commission hold a public hearing regarding boundary adjustments to the Sewer and Water Service Area (SWSA) of the Northeast Laird Use Plan (NELUP) of the 2035 Comprehensive PIan, to remove 681.9 acres and add 1,017.4 acres to the SWSA, and proposed text. The Frederick County Planning Commission is also directed to hold a public hearing for the addition of two further areas with a planned industrial land to the SWSA; these areas are located west of Interstate 81 and consist of an additional total of approximately 308 acres; and NOW, THEREFORE, BE IT REQUESTED by the Frederick County Board of Supervisors that the Frederick County Planning Commission shall hold a public hearing to amend the boundary of the Sewer and Water Service Area (SWSA) of the Northeast Land Use Plan (NELUP) of the 2035 Comprehensive Plan, to remove 681.97 acres and add 1,017.4 acres to the SWSA, and to adopt proposed text. The Planning Commission shall also hold a public hearing for the addition of two further areas with a planned industrial land to the SWSA; these areas are located west of Interstate 81 and consist of an additional total of approximately 308 acres. Passed this 14th day of October 14, 2020 by the following recorded vote. Charles S. DeHaven, Jr., Chairman Aye Gcne E. Fisher Aye J. Douglas McCarthy Aye Judith McCann-Slaughter Aye Robert W. Wells Aye Blaine P. Dunn Absent Shawn L. Graber Aye A COPY ATTEST Kris . Tiern , Frederick Count dministrat r BOS Res. # 040-20 `f ' COUNTY of FREDERICK Department of Planning and Development 540{665-5651 Fax: 5401665-6395 MEMORANDUM TO: Frederick County Board of Supervisors FROM: Candice E. Perkins,AICP, CZA, Assistant Director RE: Discussion -Northeast Frederick Land Use Plan (NELUP) Sewer and Water Service Area (SWSA)Boundary Review DATE: October 8,2020 This is a discussion for proposed adjustments to the boundary of the Sewer and Water Service Area(SWSA)for the Northeast Frederick Land Use Plan(NELUP). This SWSA boundary review focuses on the overall boundary shown in the NELUP and examines areas that could be adjusted -either by expanding or decreasing the limits of the SWSA boundary. This review also provides the opportunity to ensure that SWSA boundaries follow existing property lines where appropriate. Text is also proposed for inclusion in the NELUP narrative in Appendix I. The NELUP currently does not contain guiding text for this area. This SWSA boundary study was coordinated with Frederick Water to ensure that any area recommended for potential inclusion could be served by public water and sewer by existing or planned future constructed infrastructure. Frederick Water's Board of Directors adopted their "Recommended SWSA Revisions in the Route 1 I North Corridor"on September 15,2020. These recommendations emphasized that private investment in sewer conveyance and treatment will be necessary for any future development and recommended the following acreage adjustments: • Removal of 68-1.97-acres from the SWSA. These land areas are identified for future planned extractive mining land uses. • Addition of 1,017.40-acres to the SWSA. These land areas are identified for future planned business and industrial land uses. These additions were previously unsuccessful requested Comprehensive Plan Amendments (CPPAs). • Net change results in 335.43-acre addition to the SWSA. The following areas are proposed for SWSA adjustments: * Expansion: West of I-81, south of the West Virginia line, north and south of Rest Church Rd. • Expansion:East ofI-8I, south of the West Virginia line, east of Woodside Rd, north and south of Grace Church Rd. • Expansion:Properties associated with Waverly Farm CPPA #01-20 * Reduction: East of Martinsburg Pike and north and south of Brucetown Rd. Northeast Frederick Land Use Plan(NELUP) SWSA Boundary Study October 8,2020 Page 2 Planned Areas Outside of Frederick Water's recommended SWSA: Staff would note that two areas with a future planned industrial land use, which are currently outside of the limits of the SWSA,have not been identified for inclusion with in the recommended SWSA adjustments from Frederick Water. Area 1 is located west of 1-81 adjacent to the VDOT 1-81 rest area and consists of approximately 114 acres. Area 2 is located west of 1-81, north of Cedar Hill Road and runs adjacent to I-81 and consists of approximately 172 acres. With the SWSA boundary review, Frederick Water did focus on including areas that have previously requested to be included in the SWSA with a Comprehensive Plan Amendment (CPPA). The two areas identified have not previously requested a SWSA inclusion. The Comprehensive Plans and Programs Committee (CPPC) at their September meeting and the Planning Commission at their October meeting,both agreed that these areas should remain outside the SWSA, and that any future requests to be included in the SWSA should seek a future CPPA. Staff Conclusion: This proposed SWSA adjustment for the NELUP is presented to the Board of Supervisors for discussion.. The Planning Commission discussed this item at their October 7, 2020 meeting and endorsed the SWSA adjustments and NELUP text as presented. Staff is seeking direction from the Board of Supervisors as to whether these NELUP Plan amendments are ready to be sent forward for public hearing. Staff is seeking direction on the following: 1) Removal of 681.97-acres from the SWSA - areas that have a planned future land use but may not need access to public water and sewer. 2) Addition of 1,017.40-acres to the SWSA - areas with planned land uses but not currently within.the SWSA. 3) Net change results in 335.43-acre addition to the SWSA. 4) NELUP Draft Text for Appendix I. 5) Comments regarding the two areas with planned industrial and uses that are not included in Frederick Water's proposed SWSA boundary. (Not recommended for inclusion by the CPPC or the Planning Commission) Northeast Frederick Land Use Plan(NELUP)—SWSA Boundary Study Discussion History: CPPC Recommendation — July 2020: The Comprehensive Plans and Programs Committee (CPPC) discussed the Waverly CPPA request their July 13, 2020 meeting. The comments provided by Frederick Water were also discussed. Frederick Water indicated that the water and sewer planning efforts in the northeastern area of Frederick County had evolved since this area was last evaluated by the CPPC in 2019. While water infrastructure is being developed in support of future land uses in the Northeast,sewer will not be readily available in this area soon. In addition to the Waverly Farm study, the Committee also supported a future larger land use study of the entire Northeast Land Use Plan (NELUP) that reexamines land use, transportation, and utility Northeast Frederick Land Use Plan(NELUP) SWSA Boundary Study October 8,2020 Page 3 availability. Joint Work Session—August 12, 2020: Joint Work Session—August 12,2020: The Board of Supervisors and Planning Commission held a joint work session on August 12,2020 and discussed the requested Waverly SWSA expansion request. The consensus reached following the discussion is that the Waverly Farm request and a SWSA study (boundary, capacity, property lines) be studied separately but following a simultaneous timeline. Frederick Water Recommendations - Since the August work session, Frederick Water worked to analyze the SWSA and their ability to serve areas currently shown in the NELUP with a future planned land that are outside of the SWSA boundary. These areas,while designated with a future land use, are outside the limits of the SWSA and therefore do not have the ability to connect to public water and sewer if available. The Frederick Water Board of Directors adopted their "Recommended SWSA Revisions in the Route 11 North Corridor"on September 15,2020. Their recommended SWSA revisions are: It is recommended that the SWSA boundary be adjusted to remove some areas from the SWSA when planned land uses clearly would not require Frederick Water's water and sanitary sewer services, and the addition of areas when planned land uses would require Frederick Water's water and sanitary sewer services. The recommendations also emphasize thatprivate investment in sewer conveyance and treatment will be necessary to achieve the future planned land uses identified in the County's 2035 Comprehensive Plan's NELUP. The private investment may be facilitated via Grant-in-Aid agreements similar to that utilized to bring sanitary sewer to this area of the County in early 2000; private upfront investment for 15 year capacity reservations and perpetual sewer availability fee credits equal to the property owner's initial investment value. 1) SWSA revisions a) Removal of 681.97-acres from the SWSA. These land areas are identified far future planned extractive mining land uses. b)Addition of 1,017.40-acres to the SWSA. These land areas are identified for future planned business and industrial land uses. These recommended SWSA- additions were previously unsuccessful property owner initiated Comprehensive Plan Amendments (CPPAs). c) Net change results in 335.43-acre addition to the SWSA. 2) Sewer Conveyance Improvements (0-10 years) a) Add SCADA to all pump stations serving the NELUP area. Estimated at $20,000 per pump station. b) Upgrade the VDOT sanitary sewer pump station to accommodate 2.250MGD flows. Estimated at$2,100,000. c) Upgrade forcemain downstream of VDOT pump station past Rutherford Crossing shopping center. Estimated at$2,000,000. Northeast Frederick Land Use Plan(NELUP) SWSA Boundary Study October 8,2020 Page 4 d) Upgrade the Stephenson Regional sanitary sewer pump station. This upgrade should increase the capacity of the pump station to its previously designed maximum flow rate. Estimated at$300,000. 3) Wastewater Treatment capacity expansion (10-20 years) a) Expand OWRF or construction anew wastewater treatment plant in NELUP to increase treatment capacity. Size the additional treatment capacity at b MGD, possibly an initial phase of 2 MGD. Estimated at$50,000,000 CPPC Discussion — September 2020: The Comprehensive Plans and Programs Committee (CPPC)discussed the NELUP SWSA proposed adjustments at their September 14, 2020 meeting, The Committee discussed each of the Frederick Water proposed areas and the two areas outside of the expansion proposal. The Committee recommended approval of the additions and reductions endorsed by Frederick Water. The Committee did not support the inclusion of the two areas that were not included in Frederick Water's recommended adjustment areas. The Committee recommended that these areas remain outside the SWSA and any future requests should seek a future Comprehensive Plan Amendment(CPPA). Planning Commission Discussion: The Planning Commission discussed this item at their meeting on October 7, 2020. During the meeting,the Commission discussed the 335 acres shown as the net increase and questioned if that would be the real impact. It was discussed whether the actual SWSA increase would be the total 1,017 acres, even with the 681-acre removal since this area would not necessarily need public water and sewer. It was noted that Frederick Water has utilized the area proposed for removal in the past for capacity planning since it had a planned land use and was within the SWSA. Removing this area from.the SWSA would increase the ability to plan for services in other areas. The Commission also stated that the areas shown with this adjustment have already been planned and identified for future development;this is not expanding the developable area of the County as these areas were anticipated with past NELUP efforts. This study is allowing the County to right size the SWSA with input from Frederick Water, it helps align infrastructure and land use planning. The Commission acknowledged that this coordinated study is a great step to plan for future land uses and the infrastructure needed to implement it. Ultimately, the Commission endorsed the SWSA adjustments and NELUP text as presented and forwarded the item to the Board of Supervisors for discussion. Staff Conclusion: This proposed SWSA adjustment for the NELUP is presented to the Board of Supervisors for discussion. The Planning Commission discussed this item at their October 7, 2020 meeting and endorsed the SWSA adjustments as presented. Staff is seeking direction from the Board of Supervisors as to whether these NELUP Plan amendments are ready to be sent forward for public hearing. Staff is seeking direction on the following: Northeast Frederick Land Use Pian(NELUP) SWSA Boundary Study October 8,2020 Page 5 1) Removal of 681.97-acres from the SWSA - areas that have a planned future land use but may not need access to public water and sewer. 2) Addition of 1,017.40-acres to the SWSA - areas with planned land uses but not currently within the SWSA. 3) Net change results in 335.43-acre addition to the SWSA. 4) Comments regarding the two areas with planned industrial and uses that are not included in Frederick Water's proposed SWSA boundary. (Not recommended for inclusion by the CPPC or the Planning Commission) Attachments • Map I- Current NELUP and SWSA with proposed draft Frederick Water SWSA adjustments. • Map 2 - Identification of two areas with planned land uses outside the limits of the draft Frederick Water SWSA adjustment. • Draft text for the NELUP SWSA—to be added to Appendix 1. • Frederick Water- Recommended SWSA Revisions in the Route 11 North Corridor. CEP/pd Northeast Frederick Land Use Plan - SWSA Review Frederick Water Draft Recommendations • f BERKELEY COUNTY f 1 WEST VIRGINIA 1 r�a� 4�J "' A € ©Area Plans f Parcels ' Urban Development Area Existing SWSA Proposed SWSA Future Route 37 Bypass 91 ,{ Long Range Land Use r (:D Bll51ne5a J� -4 CG� nlrY Mixed Use Industrial/Office Industrial r Warehouse Q, Heavy Industrial f 1, 14;� N � Extractive Mining Rural Community Center Rtl Fire&Rescue enrer Sensitive Natural Areas Institutional 1 1 • BERKELEY 1 1 • BERKELEY COUNTY C011NT;Y E:. WEST VIRGINIA WEST,:111R,GINIA 17 1 y�fp1/ 'f � Ckar9raok8erucerewn r 10 1� � s ° 0 0.4 0.8 1.6 Miles ,• : Map Produced by Frederick County Planning and Development Dept. September 9,2020 Northeast Frederick Land Use Plan - SWSA Review Planned Land Uses Outside of Proposed Frederick Water SWSA � � l eERK>=1_rY COUNTY r i WEST VIRGINIA I ^' ®Area Plans Parcels Urban Development Area ( Existing SWSA Proposed SWSA Future Route 37 Bypass n.— € it Long Range Land Use ° Business Mixed Use IndusiriallOffice { T 4 41M Industrial ♦ J • Warehouse Heavy Industrial Extractive Mining Rural Community Center . Fire&Rescue 5 Pry i A Sensitive Natural Areas institutional 1 1 • BERKELEY • ' s COUNTY WEST VIRGINIA A.- r ➢ !p .V�y , 5 phen 0 0.4 0.8 1.6 Miles Map Produced by Frederick County Planning and Development Dept. September 9,2020 APPENDIX I—AREA PLANS NORTHEAST FREDERICK LAND USE PLAN NELUP - INCLUDING TEXT APPROVED WITH THE FOLLOWING AMENDMENTS; • MCCANN-SLAUGHTER AMENDMENT Approved by the Board of Supervisors on August 13, 2014 • BLAIN AMENDMENT Approved by the Board of Supervisors on February 25, 2015 • SEWER AND WATER SERVICE AREA STUDY Approved TBD SEWER AND WATER SERVICE AREA(SWSA)STUDY (Draft Text) The Sewer and Water Service Area (SWSA) as outlined in the 2035 Comprehensive Plan, serves as the boundary that designates the limits of where public water and sewer could be extended. Future planned land uses shown on the Northeast Frederick Land Use Plan Map recognize the importance of planning for the County's economic development goals by designating sufficient areas for future commercial and industrial uses. Including these planned areas within the boundary of the SWSA is key to ensuring they are recognized for their future development potential as well as their inclusion in infrastructure planning. The 2020 SWSA study reviewed the boundary limits for areas with adopted future planned land uses that are intended to further economic development goals and expanded the SWSA to include these key areas. The study also reduced the SWSA boundary for areas with a planned land use that support economic development but do not require public water and sewer. This SWSA boundary review also recognizes that Frederick Water has identified significant sanitary sewer infrastructure improvements that will be necessary to increase conveyance and treatment capacities to meet the demands of new development. While some improvements could be addressed on a case-by-case approach, other larger improvements may be necessary which will require significant investments. Participation and coordination by multiple property owners for infrastructure financing should be considered to address the more significant conveyance and treatment needs. More importantly, future rezoning applications in this area must adequality address any infrastructure needs and impacts. Properly sized and constructed sanitary sewer infrastructure improvements must be in place and operational to facilitate future development proposals. FREDERICK WATER 315 Tasker Road PH(540)868-1061 Eric R.Lawrence Stephens City,Virginia 22655 Fax(540)868-1429 Executive Director www.FrederickWater.com MEMORANDUM TO: Candice Perkins, Assistant Director, Frederick County Planning Department FROM: Eric R. Lawrence, Executive Director, Frederick Water SUBJECT: Recommended SWSA Revisions in the Route 11 North Corridor DATE: September 15, 2020 During a Frederick County Board of Supervisors-Planning Commission work session on August 12, 2020, Frederick Water was tasked with reviewing the existing Sewer and Water Service Area (SWSA) boundaries and sewer demands and system capacities in the County's Route 11 North corridor, more specifically the area depicted in the County's Northeast Land Use Plan (NELUP). The catalyst for the review of the SWSA was a Comprehensive Policy Plan Amendment (CPPA) application to include the Waverly Farm property within the SWSA. The Board of Supervisors recognized that there may be sewer service challenges in the NELUP area and requested Frederick Water's recommendations for the NELUP-area SWSA boundary that incorporates the Waverly Farm and possibly other past unsuccessful CPPA requests. Frederick Water staff assembled a brief analysis of the sewer system capacities and projected future sewer demands, utilizing information captured in the 2017 Sanitary Sewer Master Plan. The analysis identified necessary sanitary sewer infrastructure improvements to meet future demands and recognized that the necessary improvements should be funded through property owner contributions as the improvements will facilitate economic development opportunities for the property owners. Revisions to the SWSA would enable additional property owners to contribute funding towards, and benefiting from,the improvements. Attached is a brief analysis and recommendations drafted to address the Board of Supervisors' request. The Frederick Water Planning Committee reviewed this SWSA request during their meeting on September 14, 2020, and forward their comments and recommendations for the Frederick Water Board of Director's consideration. On September 15, 2020, the Frederick Water Board of Directors forwarded a SWSA recommendation for the Board of Supervisors consideration, that recommendation is attached. Attachments: Support Materials and Recommended Revisions to the NELUP SWSA Water At Your Service NELUP SWSA review by Frederick Water September 15, 2020 Task Review existing SWSA boundaries and sewer demands and system capacities. Propose new NELUP-area SWSA boundary that incorporates Waverly Farm and possibly other past unsuccessful CPPA requests. Provide an update on sewer demands, capacities, deficiencies, and remedies. Background The 2017 Sanitary Sewer Master Plan (SSMP)considered the planned land uses depicted in the County's 2035 Comprehensive Policy Plan (2035 CPP). The SSMP's Northern Service Region captured the 2035 CPP's Round Hill plan, Northeast Land Use Plan (NELUP), and a portion of planned land uses generally located north of Senseny Road. For today's SWSA review effort, we are looking at the NELUP area, generally north of the intersection of 1-81 and Martinsburg Pike (Rutherford Crossing shopping center area). The NELUP area is served by a series of sanitary sewer pump stations and forcemains, generally following the Martinsburg Pike (Route 11) corridor and flowing from the north to south. The Rest Church Road area is a lower elevation than the Rutherford Crossing shopping center area,therefore requiring pump stations and forcemains to convey sanitary sewer flows to the wastewater treatment plant-the Opequon Water Reclamation Facility(OWRF)-located on Berryville Pike(Route 7). The SSMP projects a future deficiency for sewer conveyance and treatment in the Northern Service Region. The most crucial limitations are related to the capacity in the common forcemain from the VDOT pump station,the overall pumping capacity of the Red Bud pump station,and the capacity of FWSA's Abrams Creek Interceptor. Through efforts already underway with the construction of the Stephenson Interceptor sewer,sewer conveyance will be re-routed away from the Red Bud pump station and the Abrams Creek Interceptor. The intent of the Stephenson Interceptor is to direct sanitary flows from the VDOT pump station, past Rutherford Crossing,to the Stephenson Regional pump station. The Stephenson Interceptor also captures sanitary sewer flows generated in Snowden Bridge and the new Graystone Business Park. The common eight-inch forcemain from the VDOT pump station is nearing capacity.The velocities in the forcemain when multiple pumps are pumping simultaneously are creating high headloss conditions. These conditions may exclude smaller pump stations from effectively pumping into the conveyance system. Smaller pump stations like Carroll Industrial Park, Hiatt Run, Rutherford Crossing, and Omps are challenged. With additional sanitary sewer flows redirected to the Stephenson Regional pump station, its planned pump station upgrades will need to be advanced in the near term. Sanitary sewer flows in the NELUP area currently flow to the Opequon Water Reclamation Facility (OWRF)for treatment. Treatment capacities at the plant are presently available to meet today's demands but will be insufficient to meet the long term demands of the built-out NELUP. Planned Land Uses and Projected Sanitary Sewer Demands The planned land uses of the NELUP were captured in the 2017 SSMP. There has not been significant development over the past 3 years within NELUP that would drastically impact the calculations. Some of the development that has occurred include the addition of Amazon and Handy Mart(Rest Church area), and a few restaurants and a hotel in Rutherford Crossing. Table 3.1 below shows the expected development by land use over the next 30 years, and it is broken down by the sewerage facilities most likely to directly receive the new development's flow. (2017 land use information extrapolated from 2035 CCP's NELUP) Table 3.1 Location • 1 . • ' 3. Total Woodbine PS 322 782 1,104 VDOT PS 204 140 344 Stephenson Regional PS 389 389 Rutherford Crossing PS 58 531 589' Red Bud Run PS 30 383 38 451 The additional flows created by new development were computed using the available number of acres in three streamlined categories:commercial, industrial, and residential.The growth areas were the main focus in this calculation as they will create the greatest burden on the existing sewer system. A location- by-location breakdown of total increase inflow over the next 30 years can be seen in Table 3.2. Table 3.2 30-Year Projected Flow Increase Breakdown Location Flow Increas- s Woodbine 1.73 V D OT 0.41 Stephenson Regional 1.95 Rutherford Crossing 1.19 Red Bud Run 0.91 The flows shown in Table 3.3 for the OWRF are only Frederick Water's flow contributions. It should be noted that the flow's 5-to 10-year growth projections for the OWRF exceed the current design. BreakdownTable 3.3 Growth • . CurrentFlow Contributions f Year 15 YearYear Previous Total 2.900 2.900 4.964 7.238 8.560 10.108 Northern 1.646 1.096 1.322 1.374 0.316 Eastern 0.418 1.178 0.174 0.209 Running Totals 2.900 4.964 7.238 8.560 10.108 10.633 Flow Contributions Current 5 Year 10 Year _ 20 Year - ar Previous Total 0.038 0.038 1.684 2.689 4.011 5.077 Northern Redirect 0.067 0,931 1.090 1.066 0.316 Stephenson 1.579 0.074 0.232 Running Totals 0.038 1.684 2.689 4.011 5.077 5.393 Sanitary Sewer System Analysis It is projected that the VDOT pump station could accommodate 100,000 GPD of additional sanitary sewer flows, but the increased headloss will significantly impact the abilities of the smaller downstream pump stations to inject their flows. SCADA improvements which link communication amongst the pump stations would improve the flow abilities and efficiencies.These SCADA improvements should increase the capacity of the pump stations to its previously designed maximum flow rate. The use of a SCADA system would reduce the occurrence of multiple pumps running simultaneously,reduce high pressure conditions,and help reduce flow spikes at the VDOT pump station. Once SCADA improvements are implemented, actual upgrades to the VDOT pump station and forcemain,and the Stephenson Regional pump station will be required to accommodate additional flows. Limitations at the Opequon Water Reclamation Facility(OWRF)will warrant its expansion and/or establishment of a new wastewater treatment facility in the northern region to meet sanitary sewer flow treatment. The 2017 SSMP projects that the new wastewater treatment plant will be needed within 10-20 years,dependent on development trends in the commercial/industrial sectors. The timeline for the sanitary sewer system upgrades will be driven by the pace of introduction of new sanitary sewer flows. Conveyance and treatment limitations in the NELUP area would suggest that low sanitary sewer generators are more desirable than heavy flow generators. New treatment technologies and the ability of industrial onsite pre-treatment may also create avenues for less stringent treatment requirements in the future, possibly minimizing discharge to the sanitary sewer system and enabling onsite pre-treatment to be discharged under VPDES permits. Recommendations It is recommended that the SWSA boundary be adjusted to remove some areas from the SWSA when planned land uses clearly would not require Frederick Water's water and sanitary sewer services, and the addition of areas when planned land uses would require Frederick Water's water and sanitary sewer services. The recommendations also emphasize that private investment in sewer conveyance and treatment will be necessary to achieve the future planned land uses identified in the County's 2035 Comprehensive Plan's NELUP. The private investment may be facilitated via Grant-in-Aid agreements similar to that utilized to bring sanitary sewer to this area of the county in early 2000; private upfront investment for 15-year capacity reservations and perpetual sewer availabilityfee credits equal to the property owner's initial investment value. 1. SWSA revisions a. Removal of 681.97-acres from the SWSA. These land areas are identified forfuture planned extractive mining land uses. b. Addition of 1,017.40-acres to the SWSA. These land areas are identified for future planned business and industrial land uses. These recommended SWSA-additions were previously unsuccessful property owner initiated Comprehensive Policy Plan Amendments(CPPAs). c. Net change results in 335.43-acre addition to the SWSA. 2. Sewer Conveyance improvements (0-10years) a. Add SCADA to all pump stations serving the NELUP area. Estimated at$20,000 per pump station. b. Upgrade the VDOTsanitary sewer pump station to accommodate 2.250MGD flows. Estimated at$2,100,000. c. Upgrade forcemain downstream of VDOT pump station past Rutherford Crossing shopping center. Estimated at$2,000,000. d. Upgrade the Stephenson Regional sanitary sewer pump station.This upgrade should increase the capacity of the pump station to its previously designed maximum flow rate. Estimated at$300,000. 3. Wastewater Treatment capacity expansion (10-20 years) a. Expand OWRF or construction a new wastewater treatment plant in NELUP to increase treatment capacity. Size the additional treatment capacity at 6 MGD, possibly an initial phase of 2 MGD. Estimated at$50,000,000 APPENDIX I - AREA PLANS FREDERICK WATER RECOMMENDATION 9/15/2020 NORTHEAST FREDERICK LAND USE PLAN NELUP - INCLUDING TEXT APPROVED WITH THE FOLLOWING AMENDMENTS; • MCCANN-SLAUGHTER AMENDMENT Approved by the Board of Supervisors on August 13, 2014 • BLAIN AMENDMENT Approved by the Board of Supervisors on February 25, 2015 • SWSA ADJUSTMENT AMENDMENT Approved by the Board of Supervisors on_XXXXXX XX, 202x The Northeast Frederick Land Use Plan, NELUP, was approved by the Board of Supervisors on July 14th, 2011. At that time, the series of four maps detailing the Plan were approved. Text describing the Plan was not included. Subsequently, the two amendments to this plan noted above have included a text component. The text component of the plan follows. Northeast Land Use Plan 1 APPENDIX I - AREA PLANS MCCANN-SLAUGHTER AMENDMENT ($OS APPROVED AUGUST 13, 2014) The Comprehensive Plans and Programs Committee (CPPC), at their April 14, 2014 meeting, recommended that the following amendment be incorporated into the Northeast Land Use Plan: The CPPC proposed the following balanced approach as an amendment to the Northeast Land Use Plan for the McCann-Slaughter properties located near the intersection of Martinsburg Pike (Route 11) and Old Charlestown Road (Route 761). This location has historically been identified as a Sensitive Natural Area (NSA) due to the environmental and historical Features on and around the site, most notably Stephenson's Depot. • Protection of the environmental features of the site. • Preservation of those areas identified with NSA's and development limited to those areas to the south of the NSA's and south of McCann's Road. • Utilizing McCann's Road and other historical features, such as Milburn Road, as features to be protected and potentially used in a manner that promotes their historical context (an extension of the historical trail system in the area). • An O.M. (Mixed Use Office/Industrial) land use designation. • Access to be provided via a new north south road that would generally be adjacent to the border of the Sensitive Natural Area (NSA) providing access from Old Charles Town Road to McCann's Lane and the southern portion of the property. Ultimately, Route 37 would divide the southern portion of the property. No access would be permitted to McCann's Lane for vehicular access to Martinsburg Pike or Milburn Road. Subsequently, the proposal was further evaluated to determine if other elements could be incorporated into the proposed amendment that would further ensure the environmental, historical, and development resources were protected, promoted, and sensitively integrated together in this balanced amendment to the Northeast Land Use Plan. To that end, the following items should be addressed with the future development of this area. • A buffer adjacent to McCann's lane that is approximately 50'in width (from the centerline). Contained within this area; native landscape plantings and preservation of the existing hedgerows aimed at Northeast Land Use Plan 2 APPENDIX I - AREA PLANS preserving this resource and its character, interpreting the historical landscape, and buffering the future development. A transitional buffer between the existing floodplain and future land uses that promotes environmental best management practices and buffers the historical NSA from the future land uses (landscaping, building height transitions, view sheds). This buffer may include areas of the identified environmental resources. • The ability to include a small area of neighborhood commercial land use in support of the proposed OM land use. This would be located in the northern portion of the OM land use adjacent to the future road. • An interpretive trail head/parking area in the northern portion of this area adjacent to the proposed road could be incorporated into the design of the project, potentially in conjunction with a small area of neighborhood commercial. The interpretation may be reflective of the environmental and historical resources of the site and area. The CPPC recommended the OM land use designation extends to the center of the stream. (A subsequent evaluation of this indicated it would be more appropriate to have the edge of the ultimate floodplain be the common boundary as a floodplain is, by definition in the 2030 Comprehensive Plan, an identified Sensitive Natural Area). • The location and design of the road should be sensitive to the environmental and historical resources and should have minimal impact. • Historical signage consistent with currently used signage should be provided. • Historically relevant features, such as split rail fences, should be considered as a feature of the future development. ,But care should be taken to ensure the character of the resource isn't changed. • Appropriate traffic controls should be provided on McCann's Lane to ensure that it is used only for pedestrian and bicycle users. In general, balance was maintained as the overarching theme of the discussion of the CPPC, and subsequently, the discussion of the ad-hoc CPPC/HRAB group. Northeast Land Use Plan 3 APPENDIX I - AREA PLANS BLAIN PROPERTIES AMENDMENT (BOS APPROVED FEBRUARY 25, 2015) Approved language: The area of land use northwest of Exit 321, Interstate 81, Hopewell Road, and south of Cedar Hill Road is commercial and industrial in character. In general, the north-south major collector road that has been identified and is necessary to support this area of land use serves as a boundary between the commercial and industrial land uses. Flexibility should be offered in the final balance and location of land uses. Future applications for rezoning in this area shall adequately address any potential impacts to public facilities, in particular transportation, and shall implement any necessary transportation improvements. P Northeast Land Use Plan 4 APPENDIX I - AREA PLANS SWSA ADJUSTMENT AMENDMENT (BOS APPROVED Xxxxxxx XX, 202X) The Comprehensive Plans and Programs Committee (CPPC),._at their XXXXX XX, 20XX meeting, recommended that the following SWSA adjustment and text be incorporated into the Northeast Land Use Plan: The SWSA within the Northeast Land Use Plan recognizes the importance of planning for economic development, properly designating planned land uses,, and placing those sites within the SWSA as an indication,that the county is supportive of properly planned economic development opportunities. Properties that had previously been designated with planned land uses to promoted economic development have been captured within the SWSA. Those properties that are designated with planned land uses that support economic development but do not reauire public water and sewer have been removed from the SWSA. The SWSA adjustment elevates the importance of access to public water and sewer for the underlying planned land uses to be realized. Significant sanitary sewer improvements will be necessary to increase conveyance and treatment capacities to meet the demands of new development. While some improvements may certainly be addressed on a case-by-case approach, other improvements will require significant investment. Consideration of multiple property owner involvement in infrastructure financing should be considered to address the more significant conveyance and treatment needs. More important,property Owners realize that properly sized and constructed sanitary sewer infrastructure needs to be in place and operational to facilitate private site development. Northeast Land Use Plan 5 Long Range Land Use Extractive Mining Land Uses REMOVE 681.97 acres Fruit Hill Orchard ADD 153.65 acres Business The IMerst4e Orchard ADD 156.90 acres Zi__ --- Waverly Farm ADD 174.64 acres Community Center - Woodside ADD 532.21 acres Extractive Mining Net Change to$W SA=.+335.43 acres Heavy Industrial I� F / L.�Industrial Mixed Use tndustriai/Office , ! f Planned Unit Development Residential Sensitive Natural Area Warehouse r if Ja/ Mar `s /tel if. / f � �✓i �W- FREDERICK -WATER..- Proposed ATER:Proposed SW SA Adjustments Sewer7WaterService Area-Adjustments r _ �SewerMlaier ServiceAree-Current ©Extractive Mining Lard Uses Fruit Hill Orchard ` ✓ The Interstate Orchard Waverly Fam MWoodside r' W 13 Date:9!4512020 -� So Esri, _@RE din,U3 $ I fermap INC �i1ENT P,N Can Ead Japan,METI,Esn China {Hong Kong),-s ,Esri{Thailan ;NGCC.(c)op n trokM4 mr0bacm,acrd the GIS User Community 1 / �r r � r� fr I _ ('-4 Hill 3 -�� Y�'- ..�...–� r,/ �f//lull/ •"- -. - ; _ / , l � ` `— FREDERICK .WATER . 1 New SWSA Boundary _- Yy- New SWSA l / f / /Xv h ) " Date:911512020 t Scuro :Ean,THERE barman,USGS,4fnt 5 / _ - (Hang Kari`),ESO Koxea.EarV[Thajland) G -pen free aP con rlbvlo[s,an tha KS aer cnmmuMry r.eaxw fi r d - FREDERICK WATER New SWSA Boundary Current Sewer 1 nfrastructure New SWSA Woodbine —� Sewer Gravity Main Sewer Force Main f Ps Sewer Pump Station N , s Date:911512020 CI arhrook Park Sewer Pump Station h �• 189 ._ , ��— i v�h rsJ� •T _ r P err or most r on T ! i arroll WelItow d"yS4n or t ' Hiatt R n Pum t1 n 1 _ .,S � he ford C sing wer Pu mp Statin e J&Kaln st en Pum 5t ti n �hc _ - Omps-f,2ail tJereY Stephenson Regi nal Sewer Pump Station _ r, ffffr yyyyr`;` tfted Bud Run Pump Station sources Esri,-f)IERE.Gamin, ,$',Intermap INCREMENT P,MAC min, METI,Esd CMna {Hang Kan�g)l sd Korea,Esri( On'rid),NGCG(c!GpeaStr 1 o ritridutars,and the GIS User Gnnxmon�ly— �,` _ APPENDIX I - AREA PLANS NORTHEAST FREDERICK LAND USE PLAN NELUP INCLUDING TEXT APPROVED WITH THE FOLLOWING AMENDMENTS; • MCCANN-SLAUGHTER AMENDMENT Approved by the Board of Supervisors on August 13, 2014 • BLAIN AMENDMENT Approved by the Board of Supervisors on February 25, 2015 The Northeast Frederick Land Use Plan, NELUP, was approved by the Board of Supervisors on July 14th, 2011. At that time, the series of four maps detailing the Plan were approved. Text describing the Plan was not included. Subsequently, the two amendments to this plan noted above have included a text component. The text component of the plan follows. Northeast Land Use Plan 1 APPENDIX I - AREA PLANS MCCANN-SLAUGHTER AMENDMENT (BOS APPROVED AUGUST 13, 2014) The Comprehensive Plans and Programs Committee (CPPC), at their April 14, 2014 meeting, recommended that the following amendment be incorporated into the Northeast Land Use Plan: The CPPC proposed the following balanced approach as an amendment to the Northeast Land Use Plan for the McCann-Slaughter properties located near the intersection of Martinsburg Pike (Route 11) and Old Charlestown Road (Route 761). This location has historically been identified as a Sensitive Natural Area (NSA) due to the environmental and historical features on and around the site, most notably Stephenson's Depot. • Protection of the environmental features of the site. • Preservation of those areas identified with NSA's and development limited to those areas to the south of the NSA's and south of McCann's Road. • Utilizing McCann's Road and other historical features, such as Milburn Road, as features to be protected and potentially used in a manner that promotes their historical context (an extension of the historical trail system in the area). • An O.M. (Mixed Use Office/Industrial) land use designation. • Access to be provided via a new north south road that would generally be adjacent to the border of the Sensitive Natural Area (NSA) providing access from Old Charles Town Road to McCann's Lane and the southern portion of the property. Ultimately, Route 37 would divide the southern portion of the property. No access would be permitted to McCann's Lane for vehicular access to Martinsburg Pike or Milburn Road. Subsequently, the proposal was further evaluated to determine if other elements could be incorporated into the proposed amendment that would further ensure the environmental, historical, and development resources were protected, promoted, and sensitively integrated together in this balanced amendment to the Northeast Land Use Plan. To that end, the following items should be addressed with the future development of this area. • A buffer adjacent to McCann's lane that is approximately 50'in width (from the centerline). Contained within this area; native landscape plantings and preservation of the existing hedgerows aimed at Northeast Land Use Plan 2 APPENDIX I - AREA PLANS preserving this resource and its character, interpreting the historical landscape, and buffering the future development. • A transitional buffer between the existing floodplain and future land uses that promotes environmental best management practices and buffers the historical NSA from the future land uses (landscaping, building height transitions, view sheds). This buffer may include areas of the identified environmental resources. • The ability to include a small area of neighborhood commercial land use in support of the proposed OM land use. This would be located in the northern portion of the OM land use adjacent to the future road. • An interpretive trail head/parking area in the northern portion of this area adjacent to the proposed road could be incorporated into the design of the project, potentially in conjunction with a small area of neighborhood commercial. The interpretation may be reflective of the environmental and historical resources of the site and area. • The CPPC recommended the OM land use designation extends to the center of the stream. (A subsequent evaluation of this indicated it would be more appropriate to have the edge of the ultimate floodplain be the common boundary as a floodplain is, by definition in the 2030 Comprehensive Plan, an identified Sensitive Natural Area). • The location and design of the road should be sensitive to the environmental and historical resources and should have minimal impact. • Historical signage consistent with currently used signage should be provided. • Historically relevant features, such as split rail fences, should be considered as a feature of the future development. But care should be taken to ensure the character of the resource isn't changed. • Appropriate traffic controls should be provided on McCann's Lane to ensure that it is used only for pedestrian and bicycle users. In general, balance was maintained as the overarching theme of the discussion of the CPPC, and subsequently, the discussion of the ad-hoc CPPC/HP,AB group. Northeast Land Use Plan 3 APPENDIX I - AREA PLANS BLAIN PRQPERTIEs AMENDMENT (BOS APPROVED FEBRUARY 25, 2015) Annroved lanauaae: The area of land use northwest of Exit 321, Interstate 81, Hopewell Road, and south of Cedar Hill Road is commercial and industrial in character. In general, the north-south major collector road that has been identified and is necessary to support this area of land use serves as a boundary between the commercial and industrial land uses. Flexibility should be offered in the final balance and location of land uses. Future applications for rezoning in this area shall adequately address any potential impacts to public facilities, in particular transportation, and shall implement any necessary transportation improvements. Northeast Land Use Plan 4 Existing Elementary ® r Existing High School I Future Elementary OFuture Park l - - Eastern Road Plan '— •+%yo New Major Arterial q0p = Improved Major Arterial • %_•New Minor Arterial r j • - - ^�improved Minor Arterial 4I New Major Collector f \✓Improved Major Collector ' _ / f New Minor Collector improved Minor Collector - �.. ,`` `� Ramp RoundahnutTrails j - i s. i s R�rei Cemmunley f City of ar Winchester . ss •• NortheastA, Area Plan Frederick Use Plan Urban Development Area Sewer and Water Service Area °a Future Rt 37 Bypass Land Land Use legend , .t� ausineas I®Heavy Industrial �j Urban Center Senstt+ve Natural Areas ®Mixed-Use lll�D Mixed Use[ndushlai j Office Neighborhood Village Kre&Resgle �7�, Mixed Use Commercial Office ,ppm W+�°' E � Extra[tive Mining �Cmmerc7al Recreatlnn Institutional 'L�� Highway Commercial Restdenti.al Recreation IC 315chool S ilndustrlal �panned Unit Oeveiopment Natural Resources R Recreation�=,�,�morel Cammunity C-nter warehouse CD Park 2035 Comprehensive Policy Plan Map 0 0.25 0.5 1 1.5 Miles Adopted January 25,2017 o r - r - - e,r i1 crea,s,00a8 * auarcom.�u�7yr�wm�* Q rti� t 'w -7 - - r 00 4� { + �. �—.�J� `•� �,�-�.. ��,u ��• s a; n ti: l a fl jv 1. 0i p.• �m._ fes, s�� City of ^_ / -31 WinchesterI rl . Area r Northeast Frederick Land Use Plan --�Urban Development Area Sewer and Water Service Area ''` ;-Future Rt 37 Bypass Transportation . - ''.+New Major Arterial °"�.New Major Collector '`''a.s Ramp w x ^i Improved Major Arterial ON�e Improved Major Collector '—N-,Roundabout u' e ''.•New Minor Arterial *4+-.New Minor Collector Trails S 0'%0 Improved Minor Arterial Improved Minor Collector 2035 Comprehensive Policy Plan Map 0 0.25 0.5 1 Miles Adopted January 25,2017 I I r Y 9 ClcarBrook BBrvgerawn er0 „ e'rz � Rural Comrnvn�h,� fr x comer III { ti r C1fy of Jx ! Winc.hesfer # 71 Area Plan _ Northeast Frederick Land Use Plan Urban Development Area > Sewer and Water Service Area.. p - Transportation . / - Lane Divides Proposed Lane Divides v 0'd,/4 Lane Limited Access w/CD Lanes (if required) w r: 6 Lane Divided s 4 Lane Divided 2035 Comprehensive Policy Plan Map 0 0.25 0.5 1 Miles Adopted 3anuary 25,2017 O r 3e W 800kdR q ~ }r R al Cammvn�N 1 r �� '��;� ��..�'-�� �•"�.�.�\ qtr '`- rt _ w p `k Rural Community Ib t- A � ' _,k j 14— � h ( Jt s� City of Winchester 7. <� Area Plan Northeast -.- • Use Plan Community Facilfties Natural Urban Development Area Sewer and Water Service Area °'`�� Future Rt 37 Bypass r Recreational -w • Resources Facilities © Future Flemeutary Community Facilities (22;�Park Existing Elementary ,'Elementary School Future Park N © sas, OFuture Park. ���Future Elementary School qr+r,r water Resources Area Existing High School WI,,Middle School �Natural Resource&Recreation Areas W* E I/ff High School OW sensitive Natural Areas g Fire&Rescue station ,y Rural Community Center 2035 comprehensive Policy Plan Map 0.2S m 1 Miles Adapted January 25,2017 r I r AGREEMENT BETWEEN PICTOM ETRY INTERNATIONAL CORP. ("PICTOMETRY")AND FREDERICK COUNTY,VA("CUSTOMER') 1. This order form("Order Form"),in combination with the contract components listed below: Section A:Product Descriptions,Prices and Payment Terns Section B:License Terns: • Delivered Content Terns and Conditions of Use • Online Services General Terms and Conditions • Web Visualization Offering Terms and Conditions • Software License Agreement Section C:Non-Standard Terms and Conditions Appendix 1: Photograrmmmetric Product Specifications (all of which,collectively,constitute this"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 this Agreement must be made in writing and be signed by duly authorized officers of each party. Any purchase order or similar document issued by Customer in connection with this Agreement is issued solely for Customer's internal administrative purposes and the 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 this Agreement,order of precedence for resolving such conflict shall be, from highest (i.e., supersedes all others)to lowest (i.e., subordinate to all others): Non-Standard Terms and Conditions;Photogrammetric Product Specifications;Product Descriptions,Prices and Payment Terms;License Terms in order as listed above under the heading`Section B:License Terns';and Order Form. 3. All notices under this Agreement shall be in writing and shall be sent to the following respective addresses: CUSTOMER NOTICE ADDRESS PICTOMETRY NOTICE ADDRESS 107 N.Kent St 25 Methodist Hill Drive Winchester,VA 22601 Rochester,NY 14623 Attn: Patrick Fly,GIS Manager Attm: Gcmcral Counsel Phone: 540 665-5600;8225 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 shallbe deemed given when actually received or when delivery is refused. 4. This 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 this Agreement,provided no such assignment shall affect Pictometty's obligations hereunder, and(ii)Pictometry shall have the right to assign all its rights under this Agreement to any person or entity,provided the assignee has assumed all of Pictometry's obligations under this Agreement. 5. IN NO EVENT SHALL EITHER PARTY BE LIABLE,UNDER ANY CAUSE OF ACTION OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING UNDER 'THEORIES INVOLVING TORT, CONTRACT, NEGLIGENCE,STRICT LIABILITY,OR BREACH OF WARRANTY),FOR ANY LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY OR OTHERS,EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. With respect to any claims that Customer may have or assert against Pictometry on any matter relating to this Agreement,the total liability ofPictometry shall,in the aggregate,be limited to the aggregate amount received by Pictometry-pursuant to this Agreement. 7. The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind. 8. In the event that any of the provisions of this 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 ofthis Agreement shall remain in full force and effect. Page 1 of 19 Frederick.County,VA—C20631799 2020-09-19 DD-0002 20160318 9. Except with respect to Customer's payment obligations for services delivered, reports delivered or any ongoing subscription payment obligation,each party will be excused from performance under this Agreement,will not be deemed to be in breach hereo f and will have no liability to the other party whatsoever if either party is prevented from performing any of its obligations hereunder, in whole or in part, as a result of a Force Majeure Event. A"Force Majeure Event"means an event or occurrence beyond the control of the nonperforming party,such as an act of God or of the public enemy,embargo or other act of government in either its sovereign or contractual capacity, government regulation, travel ban or request, court order, civil disturbance, terrorism, war, quarantine restriction, epidemic,virus, fire,weather, flood,accident, strike, slowdown, delay in transportation, electrical power outage, interruption or degradation in electronic communications systems, inability to obtain necessary labor, materials or manufacturing facilities, and other similar events. In the event of any delay resulting from a Force Majeure Event, any date of delivery hereunder will be extended for a period equal to the time lost because of the delay. 10. 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 teens 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 Customer and Pictometry and receipt by Pictometry of such fully executed document,such date of receipt by Pictometry being the"Effective Date." PARTIES: CUSTOMER PICTOMETRY FREDERICK COUNTY,VA PICTOMETRY INTERNATIONAL CORP, (entity e a Delaware corporation SIGNATURE: SIGNATURE: NAME: NAME: TITLE: TITLE: DATE: EXECUTION DATE: DATE OF RECEIPT FECTIVE DATE : Page 2 of 19 Frederick County,VA—020631799 2020-09-18 DD-0002-20160318 SECTION A PRODUCT DESCRIPTIONS, PRICES AND PAYMENT TERMS Pictometry International Corp. ORDER#€ 25 Methodist Hill Drive 020631799 Rochester,NY 14623 BILL TO SHIP TO Frederick Comtv,VA Frederick Countv,VA Patrick Fly,GIS Mamper Patrick Fly,CBIS manager 107K Kent St 107 N.Kent St Winchester,VA 22601 Winchester,VA 22601 (540)665-5600;8225 JaOj 665-5600;8225 Cva.us cva.us CUSTOMER ID SALES REP FREQUENCY OF PROTECT A116824 `adri Biennial FIRST PROJECT QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT AMOUNT PRICEa/a 448 Reveal Essentials}Property Provides high resolution.ortho and oblique imagery at a $400.00 $360.00 5161,2$0.00 PmpinV level_Delivetables include measurable oblique (100%-Long and ortho imagery ata propettyresolutions.Color balanced Term incentive tathomosaie imagery a generated by a fully antomated Discount) photoguammelnc process and delivered digitally m various formats with the associated metadata Applicable Terns and Conditions= Delivered Content Terms and Coaditipns pfUse 2 FuutuueView Adv Training Full conference registration to advanced training designed $2,499.00 $4998.00 to maxim deploymen,t.Includes hotel room,fpr up to three nights,event registration,and round-trip airfare up to $500 Customer will be pmvided with discount code to complete FutureViewregistratiam(ALir Travel Restrictions -30 day advance purchase for anfirr perpesonround trip airfare at standard coach class rates through Pictometry's travel provider only_)Must be redeemed within three years of agreement executiondate. Avplicabte Terms and Coodi www OrderFba n 2 Pictometry Connect-CA- Pictometry Connect-CA-100(Custom Access)provides $3,300.00 $2,292.74 $4,585.48 100 up to 100 concurrent audwxized users the ability to login. (30.523%) and access the Pictiometry4m sted.custom imagery libraries specified elsewhere in dis Agreement via a web-based, server based or de:slapp mkTrattian- The default deployment is thranA web-based Pic6ometiy Connect. Tern conm>enes on date of aciisaticn.. The quantity represents the number ofyeam in the Connect ten Applicable Terms and Condoxoas:Onlme Sevices General Terms and Conditions So#wate License Agreement 2 Pktometry Connect View- Actometty Connect View-CA(Custom Access)provides $750.00 $1500.00 CA visualization-only access to the Pictometry-hosted custom imagetylit"nes specified elsewhere malls Agreementvia a web application or server based mon_Requires a customer ided web application or server based applicabm With respect to imagery available through this product to third parties or the Public,Pictometry reserves the right to reduce the resolution,of the imagery available. Tenn commences on date of actrvation_ Time quantdy represents the number of years in"Connect term Applicable Terms and Cond*onsr Web Visualization Offiring Teens and Conditions l Oblique Imagery Bundle Includes digital copy of the Licensed Documentation for $0.00 $0.00 wfrwo(2)Yrs of EFS Maint the License Software,two(2)Fad User Training Sessions, &Support: one (1) Advanced User Technical Training, one (1) Adminishation I IT Training Session, ten(10)hours of telephone support,orre ropy ofPirtumetry Electronic Field Study(EFS)software,latest version,on the storage.media sped herein,and acres.W download updated vesions of the EFS Licensed Solvate for a period of two years tiom the initiat date of shipment ofthe 1 FS software,along with a copy of the updated documentation- Applicable Toms and C ionse Software License Ag-t Page 3 of 19 Fredetia County,VA-020631799 2020-09-18 DD-M2.20160318 I RapidAccess-Disaster RapidAccess-Disaster Response Progcamisanemergency $0.00 $0.00 Response Program response program offering flights after an emergency or disaster_ Refer to the attached detailed description of the Disaster Response Program gable Terms and Conditions:Order Farm SUBTOTAL—FMST PROJECT17 $172,363.48 SECOND PROJECT NT QTV PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCE(%) AMOUNT 448 Reveal Essentials+Property Provides high resolution Ortho and oblique imagery at a $400.00 5360.00 $161,280.00 Property level_Deliverables include measurable oblique (10%-1on9 and ostho imagery ata propertytesolutions_Color balanced Tema Inoentive orthomosaic imagery is generated by a fully automated Discount) photogamme&ic process and delivered digitally in various formats with the rsso+mted metadata_ Applicable Terns and Conditions: Delivered Content Terms and Conditions ofuse 2 FuturcVww Adv Training Full conference registration to advanced trming designed $2,499.OD $4,998.00 to maximize deployment Includes howl room for up to three nights,evens registration,and round-trip airfare up to $504_Customer will be provided with discount code to complete FutimViewregishwtion_(Air TravelRes cations 30 day advance purchase for airfare,Per personrowd trip airfare at standard coach class rates through Pictometx}y's travel provider only_)Must be redeemed within three years of agreement execu bon date. Applicable Teams and Conditions:Order Form 2 Pictomelry Connect-CA- Pick metry Connect-CA-100(Custom Access)provides $3,300.00 $2242.74 54,585.48 100 up to 100 concurrent authorized users the ability to login (30.523°1x) and access the Pictometry-hosted custom imagery libraries specified elsewhere in this Agreement via a web-based, server-based or desktop integration. The default deployment is through web-based Pictometry Connect Term commences on date of activation. The quantity represents the number ofyears is the Connect temi. Applicable Terms and Conditions:Ontme Services General Terms and Conditions;So#tware License Agreement 2 Pictometry Connect View- Pictometry Connect View-CA(Custom Access)provides $750.00 $1500.00 CA visu -only access to the Pictometry-hosted custom imagery libraries specified elsewhere in this Agreement via a web application or server based integration.Requires a customer-provided web application or server based application_ Withrespeettoimagery available throughdus product to third parties or the Public.Pictometry reserves the right to reduce the resolution of the imagery available. Term commences on date of activation. The quantity represents the number of years in the Connect term_ Applicable Terms and Conditions: Web Visualization Offering Terms and Conditions 1 RapidAccess-Disaster RapidAccess-Disaster Response Program isanemergency 50.00 $0.00 Response Program response program offenag flights after an emergency or disaster. Refer to the attached detailed description of the Disaster Response Program - Applicable Terms and Conditions:Order Form 1 Oblique Imagery Bundle Includes digital copy of the Licensed Documentation for $000 $0.00 w/Two(2)Yrs of EFS Maim the Lice Software,two(2)End user Training Sessions, &Support one (1) Advanced User Technical Training, one (t) Administration/IT Training Session, ten(10)hours of telephone support;one copy of Pictometry Electronic Field Study(EFS)software,latest version,on the storage media specified herein,and access to download updated versions of the EFS Licensed Software for a period of two years from the initial do ofshipmentofthe EFS software,along with a copy of the updated documentation. Applicable Terms and Conditions: Software license A t SUBTOTAL—SECOND PROJECT $172,363.48 THIRD PROJECT QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT AMOUNT PRICE /• 448 Reveal Essentials+Property Provides high resolution Ortho and oblique imagery at a $4010D $360.00 $161280.00 Property IL-v&Deliverables include measurable oblique Page 4 of 19 Frederick County,VA—C20631799 2020-09-18 DDLM2-20160318 and ordno imagery ata propertyresohrtions_Color balanced (10%—Long crthoruosaic imagery is generated by a fully automated Termincentive phoeogrammcn:r process and delnered digitally in various Discount) €om:Lats with the associated nietadata. Applicable Terris and Conditions Delivered Content Terms and Conditions of Use 2 FutweView Adv Training Full conference,registration to advaored training designed $2,499.OD $4,998.00 to maximize deployment lnc114M hotel room for up to three nights,event registration,and round trip airfare up to S500_Customer will be provided wig discount code to complete Futu mVwwregmon (Air Travel Restrictions -30 day advance purchase far airfare,perpersoa round trip airfare at standard coach class rates through Nctometry's travel provider only)Mist be redeemed within three years of agreement execution date, Applicable Terms and Cooddions:Order Fon 2 Pictometry Connect-CA- Pictometry Connect-CA-100(Custom Access)provides $3,300.00 $2292.74 $4,585.48 100 up to 100 concurrent authorized users the ability to login (30.523%) and access the Pickmie",hosted custom imagery libraries specified elsewhere in this Agreement via a web-based, server-basad or desktop integration_ The default deployment is through web-based Pictametry Connect_ Tenn commences on date of activation. The quantity represents the number ofyears in the Connect term Applicable Terms and Conditions:Online Services Generg Term$and Conditions;Software License Agreement 2 Pictometry Connect View- Pictometry Connect View-CA(CussomAccess)provides $750.00 $1,590.00 CA visualization-only access to the Picsometry4uosted custom imagery libraries specified elsewhere in this Agreementvia a web application or server based integration.Requires a customer provided web application or server based application. with respect tomagery available through this product to third parties or the Public Pictometry reserves the right to reduce the resolution of the imagery available. Tenn — on date of activation- The quumtity represents the nnnrberofyears in the Conoect tem Applicable Terms and Conditions_ web Visualization Offernig Terms and Conditions 1 Oblique Imagery Bundle Includes digital copy of the Licensed Documentation for $0.00 $0.00 w/Two(2)Yrs of EFS Maim the License Software,two(2)End User Training Sessions, &Support one (1) Advanced User Technical Training, one (1) Administration 1 IT'Training Session,tea(10)hours of telephone support,ane copy of Pictometry Electronic Field Study(EFS)software,latest eversion,on Ane storage media specified herein,and access to download updated versions of the EFS Licensed Software far a period of two years from the initial date ofshipment ofthe EFS software,along with a copy of the updated documentation_ Applicable Terms and Conditions; Software License Agnement 1 RapidAccess-Disaster RapidAccess-Disaster Response Pmgramisanemergency $0.00 $0.00 Response Program response program offering flights after an emergency or disaster_ Refer to the attached detailed description of the Disaster Response Proguaun_ hirable Yearns and Conditions:Order Form SUBTOTAL—TFIIRI?PROJECT-F— $172,353.4$ Thank you for choosing Pictanjag as your service provider. TOTAL $517,090.44 'Amount perproduct=((1-Discount°/a)*Qty x List Price) FEES;PAYMENT TERMS All amounts due to Pictometry pursuant to this Agreement("Fees")are expressed in United States dollars and do not include any duties, taxes (including,without limitation.any sales,use,ad valorem or withholding,vahre 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 paidby Customer to Pictometry without reducing any amount owed to Pictometry unless documents satisfactory to Pictometry evidencing exemption frim 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 due under this Agreement including,but not limited to, attorneys'fees and court costs. FIRST PROJECT Page 5 of 19 Frederick County,VA—C20631799 2020-09-18 DD-11002120160318 First payment due date as Tiny 1,2021 $25,158.00 Due at Initial Shipment of Imagery $60,480.00 Due at First Anniversary of Shipment of Imagery $80,640.00 Due at Activation of Online Services $6,085.46 Total Payments $172,363.4$ SECOND PROTECT Due at Commencement of Project $4,998.00 Due at Initial Shipment of Imagery $80,640.00 Due at]First Anniversary of Shipment of Imagery $80,640.00 Due at Activation of Online Services $6,085.48 Total Payments $172,363.48 THIRD PROTECT Due at Commencement of Project $4,998.00 Due at Initial Shipment of Imagery $80,640.00 Due at First Anniversary of Shipment of Imagery $80,640.00 Due at Activation of Online Services $6,085.48 Total Payments $171,363.48 PRODUCT PARAMETERS FIRST PROJECT IMAGERY Product: Reveal Essentials+Property Leaf Leaf Off Less than 30%leaf cover CONNECT Product_ Pictametry Connect-CA-100 Admin Uses•Name: Patrick Fly Admin User Email: Pfly@kva.os G-fence: VA Fwdcnck(Pmnary Geofence) Product: Pictometry Conned Vww-CA Admin User Name: Patrick Fly Admin User Email.• pfly@fcv - Geofence: VA Fwdesicck(Primary Geofence) SECOND PROJECT IMAGERY Product: Reveal Essentials+Property Leaf Leaf Off Less than 30%leaf cover CONNECT Product: Pictometry Connect-CA-1.00 Admin User Name: Patrick Fly Admin User Email: pfly@feva- Geofence. VA Frederick[Primary Geofence) Product: Pictometry Connect View-CA Admin User Name: Patrick Fly Admin User Email: pfIY@k-a_a, Geofence. VA Frederick(Primary Geofmce) THIRD PROJECT IMAGERY Product: Reveal Essentials+Property Leaf Leaf Off Less than 309/0 leaf cover Page 6 of 19 Frederick County,VA—C20631799 2024-09-18 DD4M2 20160318 CONNECT Product: Pictometry Cornett-CA-100 Admin User Name: Patrick Fly Admin User Email: pfly(a7i-- Ge0fence: VA Frederick(Primary Ge &,,=) Product: Pictometry Connect View-CA sldmin Mai-Name: Patrick Fly Admin User Email: pfly@fcvaus Geafence: VA Frederick(Prinnary Geofience) STANDARD ORTHO MOSAIC PRODUCTS Pictometry standard ortho mosaic products are produced through automatedmosairkimg processes that secarparate digital elevation data with individual Pictomeiry wtho flames to create large-area mosaics on an extremely cost-effiechve basis- Because these products are Prod--df-ugh automated processes,rather than more eaptnsive manual review and hand-touched corrective processes,there may be inherent artifacts in some of the resulting mosaics. While Pictometry works to ourrunize such artifacts,the Pietometry standard ortho mosaic products are provided on an'AS 19 basis with respect to visible endures along mosaic seams fesultiog from the following W"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 m the elevation data; Building iittrrsect and clipping generally caused by buildings act being represented in the elevation data; iv. Seasonal variations caused by images taken at different tunes during a season,ar during diflicient seasons, v- Ground illumination variations caused by images taken under different illumination(e-g-,sunny high overcast,morning light;afkemoon light,etc)within one flight day or during different flight days; vi- Single GSD color variations caused by ilhnnination d+'ffin-enres or multiple-aircrafticamera captures; vii, Misted GSD color variations caused by adjacent areas being flown at different ground sample distances(GSDs);and viii Water body color variations caused by multiple individual fiames being used do cteate 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 them the Pictametry standud orlho mosaic products. RapidAccess--Disaster Response Program("DRP") Customer is eligible for DRP described below from the Effective Date through the second anniversary of the initial Project delivery. Following payment to Pictometry of amounts due with respect to each subsequent Project Customer will be eligible for the then-cmTent DRP for a period of two years from delivery of such subsequent Project. Customer must be in good-standing with Pictometry to maintain eligibility for DRP. A. Disaster Coverage Imagery at No Additional Charge—Pictomctry will,upon request of Customer and at no additional charge,provide standard quality imagery of up to 200 square mules of affected areas(as determined by Pictometry)upon the occurrence of any of the following events daring any period Customer is eligible for DRP: El Hurricane:areas affected by hurricanes of Category 2 and higher. El Tornado:areas affected by tornados rated EF4 and higher. D Terrorist:areas affected by damage from terrorist attack. ❑ Earthquake:areas affected by damage to critical infimstiveture resulting fi-ow earthquakes measured at 6.0 or higher on the Richter scale. 0 Tsunami: areas affected by damage to critical infrastruchire resulting from tsunamis. B. Discounted Rate—Coverage for areas affeeted by the events set forth above exceeding 200 square miles will be,subject to Pictometry resource availability,offered to Customer at the then current DRP rates. Also,coverage for areas affected by hurricanes below Category It,tornadoes below EF4 or earthquakes rated below 6.0 on the Richter scale will be,subject to Pictomctry resource availability,offered to Customer at the then current DRP rates. C. Online Services—Use of Pictometry Connect Explorer"' —Pictometry's DRP includes the use of Connect Explorer for a term of ninety days from the date of delivery of the DRP imagery. Customer shall have areas to the DRP imagery for as long as they maintain an active Connect account Page 7 of 19 Frederick Comfy,VA—020631799 2020-09-18 DD-OW2r20160318 SECTION B LICENSE TERMS PICTOMETRY DELIVERED CONTENT TERMS AND CONDITIONS OF USE These Picunnetry 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 hese writhm 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 moorpaaated. 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 actress to Delivered Content pursuant to the Delivered Content Terris amd Conditicros- 1.2 "Authorized System"means a workstatton or server that meets each ofthe fallowing criteria(r)it is owned or leased by you or m Audwrired Subdivision,(ii) itis located within and only accessible from facilities that are owned or leased by you or an Authorized Subdivision,and(iii)it is undcrifie control ofand may only be used by you or-Authorized Subdivisions. 1.3 "Autho'.e ETser.means any employee of you or Authorized Subdivisions that is authorized by you to have access to tine Delivered Content through an Authorized System. 13 -Dj1Uffgd Cont t"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 "Proieet Particivant means any employee or contractor ofpersons or entities performing services for compensation faryou or an Authorized Subdivision that has been identifeedby written notice to Pictometryprim to being granted access to DeliveredContent and,unless Pictuanety 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 temps 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 performamceofpublicresponsibilities ofyouor Authorized Subdivisions that are to beperfurmedentirely within f w:ilities ofyou or Authorized Subdivisions; (ii)Project Participants under the supervision of Authorized Users for performance of tasks or prxparaftm ofmatmals using only hard copies(or ]pg copies)of Delivered Content solely for fulfilling public responsibilities of you or Authorized Subdivisions to be perkmwd entirely within facilities of you m Authorized Subdivisions;and (iii)individual members of the public,but only through Authorized Users and solely for the purpose of bng 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 median,except as expressly pemvitted in the Delivered Content Terms and Conditions. 23 You may not offer any part of the Delivered Content for commercial resale or commercial redistribution in any medium 2A 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 odwr intellectual property rights)in Delivered Content in all media belong to Pictometry or its third party suppliers-Neither you new any users of the Delivered Content acquire any proprietary interest ire the Delivered Content,or any copies thereof except the limited use rights granted herein. 3. OBLIGATIONS OF C11STOMER 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 imcorporated 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 product and services,provided that at no time shalt Pictometry claim ownership ofthat data- 3.2 Notification. You shall(a)notify Pictometry in waiting of any claims or proceedings involving any of the Delivered Content within tett(10)days after you learn of the claim or proceeding,and(b)report promptly to Pictometry all claimed or suspected defects in Delivered Content- 33 Authorized User Compliance.You shall at all times be responsible for compliance by each Authorized User with the Delivered Content Temps and Conditions- 3.4 Authorized Subdivision Compliance.You shall at all times he 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;EF'F'ECT OF TERMINATION 4.1 Term- The license granted to you in the Delivered Content Terms and Conditions is perpetual,subject to Pwtometry's right to ternimaft the license in the event you do not pay in full the Fees specified elsewhere in the Agreement the Agremeot is terminated for any reason other than a breach of the Agreement by Pictemetrq,or as otherwise provided in the Agreement- 4.2 Effect of Termination Upon termination of the license granted to you in the Delivered Content Tens and Conditions,you shall immediately cease all use of the Delivered Content,promptly purge all copies of the Delivered Content feom all workstations and servers on which any of it maybe stared m available at the time,and return bard drivehne&a containing Delivered Content to Ptctometry_ 5. TRADEMARKS;CON11DENTIALITY 5.1 Use of Pictometry's Marks.You agree not to attach any additional trademarks,trade marhtes,logos or designations to any Delivered Content Or to any copies Page 8 of 19 Frederick County,VA—C20631799 2020-09-I8 DD-0002-20150318 of any Delivered Content without prior written approval from Pictometry. You may,however;include an appropriate govenvmeut seal and your contact information so Iong as the seal and contact information in no way obscure or deface the Ptctometry 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 Pictohnetry's trademarks,trade name,logos,and designations are cotenninous with the license granted to you in the Delivered Content Terns. 5.2 Confidentiality of Dela*ered 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 ymw best efforts to assure thatyourperssonmel,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]invited. 6. r.IAMIED WARRANTY;DISCLAIMER OF WARRANTIES 61 Limited Warranties;Exclusive Remedy. Pictometry warrants that the Delivered Content will contain true and usable copies of the designated imagery as ofthe date of capture. As the sale and exclusive remedy for any breach of the foregoing warranty.Pictometry shall use reasonable efforts to correct any defrc iency that precludes use of the Delivered Content in the manner intended_ 61 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 D&4M)WARRANTIES,INCLUDING BUT NOT LBMED TO'WARRANTIES OF PERFORMANCE,MERCHANTABI11TY, FITNESS FOR A PARTICULAR PURPOSE,AND ACCURACY,ARE HEREBY DISCLAIMED AND EXCLUDED BY PICTOMETRY_ 6.3 Liunitation 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. 4IISCELLANEOUS PROVISIONS 71 Restricted Rights. Delivered Content acquired with United States Government fiords cr 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 govemed by and imterpXeted in accordance with the laws oftbe State of NewYork,excluding its conflicts oflawprinciples. [END OF DELIVERED CONTENT TERMS AND CONDITIONS] Page 9 of 19 Frederick County,VA—C20631799 2020-09-18 DD-0002-20160318 SECTION B LICENSE TERMS PICTOMETRY ONLINE SERVICES GENERAL TERMS AND CONDITIONS These Pictometry Online Services General Terns and Conditions(the"General Temps and Conditions'),in combination with the corresponding Pictometry order funn, ifany,collectively constilurte the license agreement(the License Agreement")that governs your use ofthe Pictometry online services(the"Online Services'),the images available in the Online Services,and all associated metadata 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,"Pictomeuy-) The terrors you"and your"in uppercase or lowercase shall paean the individual,entity(e g-,corporation,limited liability company,partnership,sole proprietor,etc-)or government agency entering into the License Agreement- 1. GRANT OF RIGHTS;RESTRICTIONS ON USE;OWNERSHIP 1.l You are granted a nonexclusive,nontransferable,limited right to access and use the Online Services and the Licensed Content obtained or derived from the Online Services solely for your internal business purposes and pat for resale or redistribution.The rights granted to you include,subtext to the restrictions set forth below and on the Order Form,the right to copy limited portions of the licenced Content onto your computer to facilitate preparation of hardcopim and wodr product records,and the right to mala hardcopies of the Licensed Content,provided that the Licensed Content and the permitted copies thereofmay not be sold,leased,loaned,distributed,or copied for use by anyone other than you 1.2 You may not make the Online Services available to any other party- 1.3 You may not copy the Licensed Content or portions thereof onto any computer or storage device or media for the purpose of eteating or maintaining one or more databases of that content for use in substitution for subsequent access to the content through the Online Services. 1-4 You may not distribute ar otherwise make available any Licensed Content to Google or its affiliates.either directly or indiroctly- 1-5 You may not exploit the goodwill of Pktometry,mcludiug its trademarks,service madrs,or logos,without the express written consent of Pietommy- 1-6 You may not remove,alter or obscure copyright notices or other notices contained in the Licensed Content 1-7 You may not offer any part of the Online Services or the Licensed Content for commercial resale or commercial redistrAuti n in any medium. 1.8 You may not use the Online Services or the Licensed Content to compete with any businesses ofPictometry. 1.9 You may not use information mchided in the Online Services or the Licensed Content to determine an individual consume!%eligibility for(a)credit or insurance for personal,family,or household purposes;(b)employment;or(c)a government license or benefit.The term"consumer"'is defined in the United States Fair Credit Reporting Act at 15 USC§1681. 1.10 Youmay not access the Online Services via mechanical,programmatic,robotic,scripted or any other automated means.Unlessotheswise agreedbyPictometry in writing,use of the Online Services is permitted only via mammally conducted,discrete,human-initiated individual search and retrieval activities- 1:11 All right,title,and interest(including all copyrights,trademadrs and other mte:llecuual property rights)in the Online Services and the Licenced Ctmtent in all media belong to Pictometry or its third party suppliers-Neither you nor any users of the Online Services or the licensed Content acquire any proprietary interest in the Online Services,the Licensed Content,or any copies thereof,except the limunted use rights granted herein- 2. ACCESS TO SERVICES 2-1 Only you,your employees,and temporary ar contract employees dedicated to performing work exclusively for you(each,an"Eligible User and collectively, the"Eligible Users')air eligible to access and use the Online Services and the Licensed Content pursuant to the License Agreement Each Eligible User to be provided access to the Online Service shall be assigned a unique logm/password CT ictometry Credential")for purposes of acemmugn the Online Services- You agree that each Pictometry Credential shall only be used by the Eligible User to whom it was originally assigned and that Pictometry Credentials may not be shared with,or used by,any other persona,including other Eligible Users_ You wiU promptly deactivate an Eligible User's Pictometry Credential in&e event the Eligible User no longer meets the eligibility requirements or you o9merw w wish to terminate the Eligible User's access to the Online Services_You are respomible for all use of the Online Services accessed with Pictometry Credentials issued to your Eligible Users,including associated c} es,wheduerby Eligible Users or others- You will use reasonable commercial efforts to prevent unaudwazed use of Pictometry Credentials assigned to your Eligible Users and will prompdy deactivate any Pictometry Credentials you suspect ane losk stolen,compromised,or misused- 22 The Online Services,the Licensed Content,and features and fanetionality within the Online Services may be enhanced,added to,withdrawn,or otherwise changed by Pictometry without notice- 2.3 You are aware and understand that any user data collected or stored by the Online Services may be accessed by US law enforcement agencies under the US PATRIOT Act- You hereby release,and agree to hold Pictometry harmless froom,all claims against Picu nnetry with respect to such access. 3. D1SCi.Ai M[ERS 3-1 The Online Services and the Licensed Content are provided forvisu hzat+nnpurposesonly,arenotauthoritativeordefnitive,middonotconstitmeprofessional engineering or surveying services- 3.2 The Online Services and the Licensed Content are not to be relied upon to precisely locate or determine property boundaries and should not be used in lieu of a professional survey where the accuracy ofmPasurenments,distance,height,angle,area and volume,may have significant consequences- 33 Alimeasrrements and reports generated by the Online Services or fromthe Licensed Content are based upon second order visualization and measurement data that do not provide authoritative or definitive measurement results suitable for professional engineering or surveying proposes- 3.4 Contour information obtained from the Online Services or contained in the Licensed elevation Content is generated from undersampled data,is provided far informational purposes only,and is not suitable for use as the basis for hydrographic computations,estimations or analyses- 3-5 While the Online Services and the Licensed Content may be coasidered useful supplements for life critical applications,they are not designed or maintained to support such applications and Pictometry and its third party suppliers of the Online Services and the Licensed Content hereby disclaim all liability far damages claims and expenses arising from such use- 3-6 Your reliance on the Online Services and the licensed Content should only be undertaken after an in&Tmdent review of their accuracy,completeness efficacy,timeliness and adequacy for your intended purpose- 3.7 Pxtametry and each third party supplier of any portianofthe Online Services orthe Iiccused Content assume no responsibility for anyconsequeom%resulting from the use of the Online Services or the Licensed Content 3-8 Picumetry and each third party supplier of any portion of the Online Services or the Licensed Content hereby disclaim all liability far damages,claims and expenses arising from or in any way related to the accuracy or availability of the Online Services and the Licensed Content 3.9 By accepting these General Terms and Conditions or by using the Online Services or the L mused Content,you waive any and all rights you may have against Pictornatry,each third party supplier of any portion of the Online Services"the Licensed Content,and each of their dnectprs,officers,members and employees,arising out of use of or relianee upon the Online Services or the Licensed Content. 4. M11M WARRANTY Page 10 of 19 Frederick County,VA—C20631799 2020-09-18 DD4)002-20160318 4.1 Pmtumetry represents andwarrants that it has the right and authority to make the Online Services and the Licensed Content available to you and yore Eligible Users as authorized expressly by this License Agreement 42 EXCEPT AS OTHERWISE PROVIDED IN SECTION 41,TEE ONLINE SERVICES AND LICENSED CONTENT ARE PROVIDER ON AN"AS IS", "AS AVAILABLE"BASIS AND PICTOMETRY AND EACH THIRD PARTY SUPPLIER OF LICENSED CONTENT EXPRESSLY DISCLAIM ALL OTHER WARRANTIES,INCLUDING THE WARRANTIES ES OF MERCHArTTABI l'iYAND FITNESS FOR A PARTICULAR PURPOSE_ 5. LIItiIIT'ATION OF I LABILITY 5.1 No Covered Party(as defined below)shall be liable for any loss,injury,claim,liability,or damage of any land resulting in any way from(a)any errors in or onnsmonc from the Online Services or the Licensed Content,(b)die unavailability or mtemtption ofthe Online Services or any features thereof or the Licensed Content(c)your or an Eligible User's use of the Online Services or the Licensed Content,(d)doe loss or corruption of any data or equipment in connection with the Online Services or the Licensed Cofuent,(e)the content,accuracy,or completeness ofthe Licensed Content,all regardless of whether you received assistance in the use ofthe Online Service from a Covered Party,(f)any delay or failure in performance beyond the reasonable control of a Covered Parry;or (g)any content retrieved from.the Internet even if retrieved or linked to fiam witliiu the Online Services_ 52 "Covered Party"means(a)Pictometry and any officer,director,employee,subcontractor;agent successor,or assign of Pictometry;and(b)each third party supplier of any Licensed Content,third party alliance entity,their afSliates,and any oTTmw.dw .wr,employee,subcontractor,agent,successor,or assign of any third party supplier of any Licensed Content or third party alliance entity and their affiliates 53 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW.UNDER NO CIRCUMSTANCES WILL IHE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION W17JH ANY CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES OR THE LICENSED CONTENTOR THIS LICENSEAGREEMF.NTI EXCEED THELESSER OF YOURACTUALDIRECTDAMAGES ORTHE AMOUNT YOU PAID FOR THE ONLINE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY_ 5.4 TO THE FULLEST EX7TNT PERMISSIBLE BY APPLICABLE LAW,NEITHER YOU NOR IIIE COVERED PARTIES WILL BE LIABLE FOR ANY SPECIAL,INDIRECT,INCIDENTAL,OR CONSEQUENTIAL DAMAGES OF ANY KINI)WHATSOEVER(1N7CLUDING,WITHOUT LIMITATION, ATTORNEYSFEES) IN ANY WAY DUE TO,RESULTING FROM OR ARISING IN CONNECTION WITH THE ONLINE SERVICES, THE LICENSED CONTENT,OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMI'T'ATION OF i SART[TTY SHALL NOT APPLY TO A PARTY'S INDEMNITY OBLIGATIONS OR YOUR(AND YOUR ELIGIBLE USERS)INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO PICTOMETRY OR ITS THIRD PARTY SUPPLIERS- 5.5 UPPL ERS_5.5 Notwithstanding anything to the contrary in this Section 5: (a)If there is a breach ofthe warranty in Section 4.1 above,then Pictomety,at its option and ogmmsc,shall either defend or settle any action and hold you harmless against proceedings or damages ofany kind or description based on a third party's claim o€paumt,hade mark,service mark,copyright at trade secret infrsngement related to use of the Online Services or the Licensed Content asserted against you by such third party provided:0 all use of the Online Services and die Licensed Content was in accordance with this License Agreement(n)the claim,cause ofachm or infringement was nut caused by you numlifying or combining the Online Services or the Licensed Content vn&or iota other products,applications,images or data not approved by P-tc-etry;(ru)you give Pictometry prompt notice of such claim;and(iv)you give Pictometry die right to control and direct the investigation,defense and settlement of such claim.You,at Pictometry's expense,shall reasonably cooperate uvith Pictemetry in connection with the foregoing. (b)In addition to Section 5S(a),if the Online Services,the operation thereof or the Licensed Content become,of in the opinion of Pictometry are likely to become,the subject of a claim of infringement,Pictometry may,at its option and expense,either(1)procure for you the right to continue ming the Online Services or the lacensed Content,(ir)replace or modify the Online Services or the licensed Content so that they become non- mfringing;or(rue] terminate the License Agreement on notice to you and grant you a pro-rata refund or credit(whichever is applicable)for any pre-paid fees or meed charges- (c)The provisions of Sections 5.5(a)and(b)shall constitute your sale and emchsive remedy for Bre respective matters specified thereto 6. MISCELLANEOUS 6.1 The terms and conditions of this License Agreement maybe changed from time to time unmediately upon notice to you_ If any changes are made to this License Agreement such changes will:(a)only be appliedprospectively,and(b)not be Specifically directed against you or your Eligible Users but will apply to all similarly situated Pictomeuy customers using the Online Services.You may terminate this License Agreement upon written notice to Pkiometry if any change to the terms and conditions of this License Agreement is umacceptabk;to you_ For termination to be effective under this Section 6.1,written notice of termination must be provided to Pictometry within 90 days ofthe effective date ofthe change_ Continued use of the Online Services following the effective date of anychange constitutes acceptance ofthe change,but does not affect ibe foregoing teximimahon rigbt Faroept as provided above,this License Agreemmt may notbe supplemented,modifredot otherwise revisedunless signed by duty andionzedrepresentatmes of bothparties_Furthermore dus l icense AVreement may not be supplemented,modified or otherwise revised by email wrchamge,even iftbe email contains a printed name or signature line hearing signature-litre font The foregotog does notprrobibit the execution ofelecrronic contracts bearing electronic signatures ofauthonzed representatives ofboth partes,provided such signatures include digital certifications or are otherwise authenticated 62 In the event of a breach of tris License Agreement by you,any Eligible USeror someone using the Pictometry Credential of an Eligible User,Pictomaty may ternporazily suspend or discontinue Providing access to Are Online Services to any or all Eligible Users without notice and Pictomeiry may pursue any other legal remedies available to it 6.3 All notices and other communications hereunder shall be in writing or displayed electronically in the Online Services by Pictometry_Notices shall be deemed to have been properly given on the date deposited in the mail,if mailed;on the date first made available,if displayed in.the Online Services;or on Are date received,if delivered m any other manner. Legal notices to Pictometry should be sent to Pictometry,Atm:General Counsel,25 Methodist Hill Drive, Rochestcr�New York 14623. 6A The failure of you,Px ometry,or any third party supplier ofthe Online Services or arryl r_g�..�„d Content to enfiwm any provision lie f shall not constitute- or onstitrteor be conskrred as a waiver of such provision or of the right to enforce it at a later time. 6.5 Neither you nor any Eligible User may assignor otherwise transfer yourrigbts or delegate your Antics under this License Agreement without the prior written consentofPicbr-toy-Any attempt by yon or anyEhgibkUserto-sign,transferordelegateyourrightsorobligationsuunderthisLicenseAgreementwithouut PictomeWs consent shall be void,and shall also void the limited license granted to you by this License Agreement This License Agreement and any amendment thereto shall be binding on,and will insure to the benefit ofthe parties and their respective swgcessars and permitted assigns- 6.6 This License Agreement shall be govemed by and interpreted in accondaiam wi&the laws oftue State of New York,exchmding its conflicts of law principleS- Unless you are a govermnent entity,in the event that any tegatproceedings aro commenced with respect to any matter arising under this License Agreement the parties specifically consent and agree that the courts ofthe State of New Yodr of m the altcmat ve,the Federal Courts located in the State of New Yank shall have exclusive jurisdiction over each ofthe parties and over the subject matter of any such proceedings,and that the vemie of any such action shall be in Monroe County,New Yo&or the US-District Court for the Western District of New Yodr,as applicable_ Page 11 of 19 Frederick County,VA-0206317992020-09-18 DD-0042-20160318 6.7 This License Agreement will be enforced to the fiillest extent permitted by applicable law.If any provision of This License Agreement is held to be invalid or unenforceabte to any extent,then(a)such provision will be interpreted,construed and reformed to the extent reasonably required to render it valid,enforceable and consistent with its original intent and(b)such invalidity or unenforceability will not affect any other provision of this License Agreement 6-8 Where applicable,each affiliated company of Pictometry and each third party supplier of the Online Services or any Licensed Content has The right to assert and enforce the provisions of this License Agreement directly on its own behalf as a thud party beneficiary. 6-9 In the event of a breach of your obligations under this License Agreement or your payment obligations with respect to access to the Online Services or the Licensed Content,you agree to pay all of Pietometry's costs of enforcement and collection,including court costs and reasonable attorneys fees_ 6.10 This License Agreement constitutes fie entire agreement of the parties with respect to its subject matter and replaces and supersedes anyprior wrattcn orverbal communications,representations,proposals or quotations relating to that subject ratter. [END OF ONLINE SERVICES GENERAL TERMS AND CONDITIONS] Page 12 of 19 Frederick County,VA—C20631799 2MO-09-18 DD-0002-20160318 SECTION B LICENSE TERMS PICTOMETRY WEB VISUALIZATION OFFERING TERMS AND CONDITIONS These Pictometry Web Visualization Offering Terms and Conditions(the-WVO Terms and Conditions"'),m combination with the corresponding Pictometry orderform, if any,collectively constitute the license agreement(the"WVO License Agreement")that governs your use of Riictometry web visualization offerings(the"WVO Services'),the images available in the W VO Services,and all associated metadata and data layers included in,provided with,or derived from those images(the"W VO Licensed Content')provided by P-tametry International Corp_and its affiliated Comperes(collectively,"Pictamor lower€ase shall mean the mdividual,env a e S'c- The terms 3t agency and-your"i i uppercase entity( g,corporation,limited lability company,PSP,sole proprietor,etc)or government agerxy emtermg into the WVO License Agreement 1. GRANT OF RIGHTS;RESTRICTIONS ON USE;OWNERSHIP 1.1 You arc granted a nonexclusive,nontransferable,limited tight to use and to provide public access to,and use ot;the WO Services solely for purposes of providing access to W VO Licensed Content m respome to human-initiated,discrete location-specific requests through a single web site operated exclusively by or for you to serve you and your public constituencies and not for resale orredistdbution or commercial use of any nature_ 12 You may not copy or retain copies of the W VO Licensed Content obtained Hugh the W VO Services orPortions thereofonto any computer or storage device or mediu for the purpose of creating or maintaining one or more databases of that content torr use in substitution for subsequent access to the cent through the WO Services or any other Pictametty Services,nor will your authorize or ptnmit any user of the WVO Services to do so_ 1.3 You may not exploit the goodwill of Pictometry,including its trademarks,service marks,m logos u+ithout the express written consent of Pictomeiry- 1.4 You may not remove,alter or obscure oopynght notices or other notices contained in.the W VO l4censed Content. 15 You may not offer any part of the WVO Services or the W VO Licensed Content for commercial resale of commercial redistribution in any medium. 1.6 All right title,and"interest(including all copyrights,trademarks and other i+itellocn al propertylights)in the WO Services and the WVO Licensed Content in all media belong to Pictomohy or its third party suppliers,Neither you nor any users of the WO Services or the WO Licensed Content acquire any proprietary interest in the WVO Services,the WVO Licensed Content,or any copies thereof,except the limited use rights granted herein. 2. TERMS OF ACCESS TO WVO SERVICES 2.1 You shall provide to all end-users of the WVO Services an the page through which they access such services conspicuous notice o€the following terms of access:(a)WVO Licensed Content available through the WVO is copyrighted material,(b)end-uses of the W VO Services ate gaited the right to access and view the WO Licensed Content through the WVO Services for personal use only and not for commercial purposes of any type,(c)end-users of the WVO Services are prohibited from reproductM reselling,transfcmmy,redistributing or creating derivative works from WVO Licensed Content,(d)all right,title, and interest(awhiding all copyrights,trademarks and other intellectual property rights)in the WVO Services and the W VO Licensed Content is all media belong to Pictometry or its third party suppliers,and(e)THE WVO SERVICES AND WVO LICENSED CONTENT ARE PROVIDED ON AN"AS IS", "AS AVAILABLE"BASIS AND PICTOMEIRY AND EACH THIRD PARTY SUPPLIER OF WVO LICENSED CONTENT EXIIIMSSLY DISCLAIW AIL OTHER WARRANTIES,INCLUDING THE WARRANTIES OF N ERCIiANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 22 The W VO Services,the WVO Licensed Content,and features and fnictionalitywithm the WVO,Services may be enhanced,added to,withdrawn,or othermse changed by Pictometry without notice. 23 You are aware and understand that any user data collected or stared by the W VO Services may be accessed by CLS law enforcement agencies under the US PATRIOT Act You hereby release,and agree to hold Pictometry Irannless farm,all claims against Pictometry with respect to such access. 3. DISCLAEMWERC 3-1 The WVO Services and the W VO Licensed Conies t we provided for visualization ptuposes only,are not authoritative or definitive,and do not constitute professional engineering or surveying services. 32 The WVO Services and the WVO Licensed Content are not to be relied upon to precisely locate or determine property boundaries and should not be used in lieu of a professiional survey wbere the accuracy of measurements,distance,height angle.area and volume,may have significant consequences_ 33 All measuremcntsandreportsgenerated bytheWVO Services orfioomtlieWVOLuxnsc4Contmtmebasedup secondord vL%u&zatLonandmeasurement data that do not provide authoritative or definitive*+ea o ement results suitable forprofession d engmeeriug or surveying purposes_ 3.4 Consourm5mmationobtamed from the WVO Services or contamedta the WVOIicensed.Content is gen�tedfi-amundersampledelevaum data,is provided fior info®ational purposes only,and is not suitable icor use as the basis far hydrographic comptatations,estimations or analyses- 3.5 While the WVO Services and the WVO Licensed Content may be considered useful supplements far life critical applications,they are not designed or maintained to support such applications and Pictometry and its third party suppliers of the W VO Services and the WVO Licensed Content hereby disclaim all liabi ity&t damages,claims and expenses arising from such use 3.6 Yourreliance on the WVO Services and the W VO Licensed Content should only be undetlakm after an independent review of their ac efficacy,timeliness and adequacy far your intended purpose. Y,completeness, 3.7 Pictometry and each third party supplier o€any portion of the W VO Services or the WO Licensed Content assume no responsibility for any consequences resuUing from the use of the WVO Services or the WVO Licensed Content. 32 Pwwmetry and each third party supplier of any portion of the WVO Services or the W VO Licensed Content hereby disclaiw all liability for damages,claims and expenses arising from or in any way related to the accuracy or availability of the WVO Services and the WVO Licensed Content. 3.4 By accepting these WVO Terms and Conditions or by using the WO Services or the VNO Licensed Content,you waive any and all rights you may have against Pictometry,each third party supplier of any portion of the WVO Services or the W VO Licensed Content and each oftheir directors,officers,members and employees,arising out of use of or reliance upon the VNO Services or the WVO Licensed Content 4. LIMITED WARRANTY 4.1 Pictometry represents and warrants that it has the right and authority to nuke the WO Services andflbe WO Licensed Content available to you as authorized expressly by this WVO License Agreement 42 EXCEPT AS OTHERWISE PROVIDED IN SECTION 4.1,THE WVO SERVICES AND WVO LICENSED CONTENT ARE PROVIDED ON AN"AS IS", AS AVAILABLE" BASIS AND PICTOMETRY AND EACH THIRD PARTY SUPPLIER OF WVO LICENSED CONTENT EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FTTNESS FOR A PARTICULAR PURPOSE. 5. LLVIITATTON OF T TABlI.rev 5.1 No Covered Party(as defined below)shall be liable for any loss,injuty,claim,liability,or damage of any kind iesultiug in any way from(a)any errors mor omissions from the WVO Services or the WVO Licensed Content;(b)the unavailability orintermption of the WVO Services or any features thereof or the WVO Licensed Content(c)your or any other party's use of the WVO Services or the WVO Licensed Content,(d)the loss or corruption of any data or equipment in connection with the WVO Services or the W VO Licensed Content(o)die content accuracy,or completeness of the WVO Licensed Content,all Page 13 of 19 Frederick County,VA-C20631799 2020-09-18 DD-0402--20160318 regardless of any assistance received in the use of the VIVO Service from.a Covered Party,(f)any delay or failure in performance beyond the reasonable control of is Covered Party,or(g)any content retrieved from the Internet even ifreftieved or linked to fiom within the W VO Services 5.2 "Covered Party"means(a)Pictometry,its affiliates and any officer,director,enoployee,subcontraetor,agent successor,or assign ofIlictomehy or its affiliates; and(b)each thud party supplier of any WVO Licensed Content,third party alliance entity,their affiliates,and any officer,director,employee,subcontractor, agent successor,or assign of any third party supplier of any W VO Licensed Content or third party alliance entity and their affiliates. 5.3 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW,UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LLABR=OF TEE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE WVO SERVICES OR THE WVO LICENSED CONTENPORTHIS WVO LICENSE AGREEMENTEXCEED THE LESSER OF YOURACTUALDIREC i DAMAGES ORTHE AMOUNT YOU PAID FOR THE WVO SERVICES IN THE TWENTY-FOUR MONTH PERIOD DdMEDIATELY PRECEDING THE DATE THE CLAIMAROSE- YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF AiL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY. 5.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW,NEITHER YOU NORTHE COVERED PARTIES WILL BE LIABLE FOR ANY SPECIAL,INDIRECT,INCIDENTAL,OR CONSEQUENTIAL.DAMAGES OF ANY KIND WHATSOEVER(INCLUDING,WITHOUT LIMITATION, ATTORNEYS'FEES)IN ANY WAY DUE TO,RESULTING FROM,OR ARISING IN CONNECTION WITH THE WVO SERVICES,TIE WVO LICENSED CONTENT.OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY'S INDEMNITY OBLIGATIONS OR YOUR (OR ANY OTHER WVO SERVICES USERS) RWRiNGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO PICTOM TRY OR ITS THIRD PARTY SUPPLIERS- 5-5 Notwithstanding anything to the contrary in this Section 5_ (a)If there is a b"2ch of the warranty in Section 4.1 above,then Pictometry,at its option and expense,shall either defend of settle any action and hold you harmless against proceedings or damages ofany kind ordescription based on a third party's A—of patent,trademark,service mads copyright or trade secret infringement related to use of the WVO Services or the WVO Licensed Content asserted against you by such third party provided(r)all use of the WVO Services and the W VO Licensed Content was m accordance with this W VO License Agreemen5(u)the claire,cause ofactionor infiingemr nt was not caused by you modifying m combining the WVO Services or the WVO Licensed Content with or into other products,applications,mages or data not approved by Pictometry,(ur)you give Pictometry prompt notice of such claim;and(v)you give Pictometry the rift to control and direct the investigation,defense and settlement of such claim. You,at Pictometry's expense,shall reasonably cooperate with Pictometry m c oto ,-ianwith tine foregoing- (b)In addition to Section 5-5(a),ifdw WVO Services,the operation thereofor the W VO Licensed Content become,or in the opinion of Pictometry are lilmly to become,the subject of a claim of infnugement,Pictometry may,at its option and expense,either-0)procure for you the right to continue using the W VO Services or the WVO Licensed Content,(n)replace or modify the WVO Services or the WVO Licensed Content so that they become non- infiinging;or(in)temninate the WVO License Agreement on notice to you and grant you a pro-rata refund or credit(whichever is applicable)for any pro-paid fees or fixed charges- (c)The provisions of Sections 5.5(a)and(b)shall constituto your sole and exclusive remedy for the respective matters specified therein. 6. AHSCELLAIA'EOUS 61 The terms and conditions of this W VO License Agreement maybe changed from time to time immediately-upon notice to you. If any changes are made to this VIVO License Agreement,such changes will.(a)only be applied Prospectively;and(b)not be specifically directed against you but will apply mall similarly situated Pictomelry customers using the WVO Services. Yon may terminate ibis W VO License Agreement upon written notice to Pictomehy if any change to the terms and conditions of this WVO License Agreement is unacceptable to you For termination to be effective under this Section 6.1,written notice of termination must be provided to Pictometry within 90 days of the effective date of die change. Continued use of the W VO Services following the effective date ofany change constitutes acceptance of the change,but does not affect the fbregomg termination right. Except as provided above,this WVO License Agreementmay not be supplemented modified or otherwsse revised unless signed by duly authorized representatives ofboth parties. Fort1kamore., this WO License Agreement may not be supplemented,modified or otherwise revised by email exchange,even if the email contains a printed name or signature line bearing signature-hlce fnnt. The foregoing does not prohibit the execution of electronic contacts bearing electronic signatures of anthornrA representatives ofboth parties,provided such signatures include digital certifications or are otherwise authenticated. 6.2 In the event of a breach of this WVO License Agreement by you or someone using the WVO Services,Pictometry may temporarily suspea d or discoatiuue providing access to the W VO Services without notice and Pktometry may pursue any other Legal remedies available to it 63 All notices and other communications hereunder shall be in writing-Notices shall be deemed to have been properly given an the date deposited in the mail,if mailed or an the datereceived,%fdelivered m any otherinanner-Legal notices to Pictometry shouldbe sent to Pktomuetry,Attrc General Counsel,25 Methodist Hill Drive,Rochester,New York 14623- 6.4 The faihtre of you,Picmmety,or any third party supplier of the W VO Services or any WO Licensed Content to enforce any provision hereof shall not constitute or be construed as a waiver o€such provision or of the night to enforce it at a later time. 6.5 You may not assign or otherwise transfer your rights or delegate your duties under this WVO License Agreement without the prior written consent of Rictomehy. Any attempt by you to assign,transfer or delegate your rights.ar obligations under this W VO License Agreement without Piciumetq(s consent shall be void,and shall also void the limited license granted to you by this WVO License Agreement This VIVO License Agreement and any amendment thereto shall be binding on,and will inure to the benefit of the parties and their respective successor;and permitted assigns. 6.6 This W VO License Agreement shall be goveaued by and interpreted in accordance with the laws of the State of New Yank,excluding its conflicts oflaw principles- Unless you are a government entity,in the event that any legal proceedings are commenced with respect to any matter arising under this WVO License Agceenimt,the partes specifically consent and agree that the courts ofthe State of New York or,in the alternative,the Federal Courts located in the State of New York shall have exclusive jurisdiction over each of the parties and over the subject matter of any such proceedings,and that the venue ofany such action shall be in Monroe County,New York or the U.S.District Const for the Western District of New YorlS as applicable. 6-7 This W VO License,Agreement will be enforced to the fullest extent permitted by applicable law.If any provision of this WVO License Agreement is held to be invalid or unenforceable to any extent,then(a)such provision will be interpreted,construed and re€urmed to the extent reasonably required to render it valid,enforceable and cosi-tet with its original intent and(b)such invalidity or unenforceability will not affect any other provision of this WVO License Agreement 6S Where applicable,each affiliated company of Pictometry and each third party supplier of the W VO Services or any W VO Licensed Contrast has the right to assert and enforce the provisions of this W VO License Agreement directly on its own behalf as a third party beneficiary- 69 In the event of a breach of your obligations under this WVO License Agreement or your payment obligations with respect to access to the W VO Services or the VIVO Licensed Coutent,you agree to pay all of Pictnmeuys costs ofenforcement nforce>ment and collection,including court costs and reasonable attorneys'fees 6.10 This WVO License Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal cosnmum%cations,representations,proposals or quotations relating to that subject matter. ]END OF WEB VISUALIZATION OFFERING TERMS AND CONDITIONS] Page 14 of 19 Frederick County,VA—C20631799 2020-09-18 DD-M2-20160318 SECTION B LICENSE TERMS PICTOMETRY SOFTWARE LICENSE AGREEMENT PLEASE READ THIS SOFTWARE LICENSE AGREEMENT("LICENSE")CAREFULLY BEFORE DOWNLOADING,INSTALLING OR USING TILE 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 C"Picknioetty Software)and any written materials that accompany the software( ocomentation')inanymedia or form are licensed, not sold,to you by Pictometry Im erm itional Corp.("Pictometry")for use only under the temis of this License.Pictometry ieserns all rights not expressly granted to you in this License. 2. LICENSE. Subject to the temps 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 forint anal use_Use of dee functionality provided by the Pwtotneiry 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 teach®c-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 crmgineer,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 Pictametry 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 Pi tometry.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 Pictuawtry and its licensors.You will not assert any right,title or interest in the Pioprimary Materials provided to your under this License,except for the express license granted to you hereunder_You v-0 not remove any copyright or other propfietaty notice or legend coataiued on or included in any Proprietary Materials and you will reproduce all such information on all copies made hettasnder You will keep the Proprietary Materials free of all claims, liens and encumbrances_ 4. DISCLAILIERS OF WARRANTY. USE OF TBE PICTOMETRY SOFTWARE IS AT YOUR SOLE RISK- TO THE WOUMUM EXTENT PERMITTED BY APPLICABLE LAW,THE PICTOMETRY SOFTWARE IS PROVIDED"AS IS",WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY IKIND, AND PICTOMETRY HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PICTOMETRY SOFTWARE,WHETHER EXPRESS,IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMI1E1) TO, THE MHEIED WARRANTIES OF MERCHANTABILITY AND OF FTTNESS 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,ORTHAT 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,WTTHOUTLIMITATION,DAMAGES FORLOSS OF PROFITS,LOSS OF DATA,BUSINESS INTERRUPTION OR ANY OTIIERCOMMERCIAL DAMAGES ORLOSSES ARISING OUT OF ORRELATkD TO YOUR USE OR INABILTPY TO USE TFIE 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 PIt TOMETRY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES(OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IIA CASES INVOLVING POWNAL INIIIRY)CAUSED BY,ARISING OUT OF OR IN ANY WAY RELATED TO THE PICTOMETRY SOFTWARE EXCEED THE AMOUNT OF FIFTY DOLLARS($50.00 THE FOREGOING LIM[TATTONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL.PURPOSE_ 5. 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 Pictoruetry Software and destroy all copies,fall or partial,of the Proprietary Materials. 7_ MISCELLANEOUS PROVISIONS. A. Restricted Rights Piametry Software acquired with United States Government funds or intended foruse within or for any United States federal agency is provided with"Restricted Rights"as defined in DFARS 252.227-7013,Rights im Technical Data and Computer Software and FAR 52.227-14,Rights in Data- General,including Alternate K as applicable_Pictometry must be notified in advance of any license grants to United States federal governmental entities_ The Pictometry Software is developed fot general use in a variety of applications and is not developed of intended for use in any inherently dangerous applications or applications that could lead to property damage,personal injury or dearth If you use the Pwinmeffy Software m 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 exportor re sxpoft 4he Picun ne"Software in violation of the Export Administtabon 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 assugn this License vnthout Pretometry's prior written consent Any assignment in violation of this License will be null,void and ofno force and effect Far all purposes under this license,any merger,consolidation,spun-o$acquisition or change-in-control will be deemed an assignment E_ Parlial Lrvalidity;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 eaforceable to the maximum extent compatible with the law as it will ton appear The total invalidity or 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 omiaed.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 sorb party and without its fault or negligence.Neither party will be liable for any delay or failure in the perf+tttmuuce 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_ Page 15 of 19 Frederick County„VA—C20631799 2024-09-18 DD-0002-20160319 G. W2iver. No waiver of a breach of any term of this License will be effective unless in writing and duly executed by the waiving pally. No such waiver will constitute a waiver of any subsecluent breach of the same or any other term of this License_No faihue on the part of a party to exercise,and no delay in exercising any of its rights hammxterwill operate as a waiverthereof:nor will any single or partial exercise by a party of any rightpreclude 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 fhis License or the rights or obligations of any party hereunder_ Ii Entire Agreement;Construction. This License contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior orccntemporanernrs rurdeastaadings regarding that subject matter.No amendment to or modification offhis License will be binding unless in writing and signed by Pictometry_There arc 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] Page 16 of 19 Frederick C,aunty,VA--C20631799 2024-09-18 DD-0002-20160319 SECTION C NON-STANDARD TERMS AND CONDITIONS 1. Online Services Eligible Users. Notwithstanding anything in the Online Services General Terms and Conditions incorporated in this Agreement to the contrary, the terms 'Eligible User' and 'Eligible Users' as defined in those Online Services General Terms and Conditions shall,for the purposes ofthis Agreement,also include each'Authorized Use€'as that term is defined in the Delivered Content Terms and Conditions of Use incorporated in this Agreement. 2. Applicable Law: Notwithstanding anything to the contrary set forth elsewhere in this Agreement, this Agreement and any modifications,amendments or alterations shall be interpreted,construed and enforced in all respects in accordance with the laws of the Commonwealth of Virginia, excluding its conflicts of law principles.Each party irrevocably consents to the exclusive jurisdiction of the courts of the Commonwealth of Virginia in connection with any action to enforce the pro-6sions of this Agreement, to recover damages or other relief for breach or default under this Agreement,or otherwise arising under or by reason of this Agreement. 3.Non-appropriation of Funds.Notwithstanding anything herein to the contrary,in the event that the fiends due for subsequent projects and related deliverables under the terms and conditions of this Agreement are not lawfully appropriated,the following provisions shall apply: a. Customer shall provide Pictometry with written documentation of non-appropriation of finds from its funding source prior to commencement of a subsequent project; b.This Agreement shall remain in full force and effect,however commencement of the subsequent project shall be deemed postponed until such time as funds for the subsequent project have been appropriated and all other sums due under the teens and conditions of this Agreement have been paid by Customer.In the event that the postponement exceeds eighteen monks,Pictometryreserves the right to terminate any and all obligations with respect to the postponed project and all subsequent projects included in this Agreement;and c.If Customer,or any party authorized under the terms and conditions of this Agreement to use the licensed products set forth in Section A,is in possession of licensed products for which Pictometry has not been fully compensated in accordance with the payment terms of this Agreement,Customer or such authorized party shall immediately cease use of those licensedproducts,purge those licensed products fiom all Customer and authorized party computers,and return those licensed products to Pictometry. 4.The parties,upon mutual agreement,may extend this Agreement for additional Projects. [END OF NON-STANDARD TERMS AND CONDMONS] Page 17 of 19 Frederick County,VA—iC20631799 2020-09-18 DD-0002-20160318 APPENDIX 1 PHOTOGRAMMETRIC PRODUCT SPECIFICATIONS Essentials+ Property deliverables Product Essentials+Property Ortho frame • Nominal 2in GSD ortho imagery,Imagery as good as 1.2in and no worse than 3in imagery Orthomosaic • Orthomosaic Resolution tin or 3in GSD(Best Available provided) Specifications • Typical Positional Horizontal Accuracy:1m at a 95%confidence level • Fully automated photogrammetric orthomosaic.Imagery may contain seamlines • Project-wide color and contrast balancing Oblique Imagery !Nominal 2.5in GSD oblique imagery ranging from 1.7in to 3.51n GSD: • Where available fully automated photogrammetric mosaiced imagery. Imagery may contain seamlines Metadata and Metadata: Reporting • Metadata generated that meets FGDC Standards upon request • Shapefile(s)with discrete deliverable boundaries and directional metadata Orthomosaic Resolution: Deliverable Format • 2in or 3in GSD(Best Available Provided) (Online) Access Methods: • Available via web-based viewer(Connect)-Contracted separately • Also available via WMS/WMTS(image Service)-Contracted separately Orthomosaic Resolution: Deliverable Format • 2in or 3in GSD(Best Available Provided) (Physical) Projection/Coordinate System: • Customer Selectable Datum: • Customer Selectable File Format: • Mosaic Tiles o Available as JPEG,GeoTIFF,JPEG2000,PNG,ECW,MrSID(All versions) with world file o Includes separate Pictometry Map Image(PMI)trailer file • Project-Wide Mosaic o Available in ECW,MrSID(All versions)format Oblique Imagery& Access methods: Frame Imagery • Available via web-based viewer(Connect)-Contracted separately Deliverable Format Delivery Timeline • Best efforts to make frame imagery available online within 20 days of capture complete • Best efforts to make ortho and oblique imagery available online and/or ready for physical delivery within 30 days of capture completion Page 18 of 19 Frederick County,VA.-020631799 2020-09-16 DD-OW2 20150318 MAPS) l l �Frederi`ck,Cain ty,�VA ileagleview- acs r own f _ +Ir r'f � •.--.ti...��. "`�_.. s fry. r^ ( �—,mow t�C cis t0 _ ffi She�a�aaA =Essentials+Property-448 Sp,Miles Page 19 of 19 Frederick Compy,VA—C20631799 2020-0918 DD-0002-20160318