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an unobstructed view of the ground . In controlled airspace around airports (and other areas) and in areas of rapid elevation
<br />changes, the image
<br /> footprint sizes and resolutions may vary . There may be varying degrees of ground illumination and color variations due to
<br /> lighting and cloud
<br /> shadows. Pictometry' s Orthogonal .images provide the coordinate accuracy fulfilling most planemetric requirements . Pictometry data, however,
<br /> are not intended for authoritative or definitive mapping or surveying replacement. If there is a need for authoritative
<br /> mapping products,
<br /> additional work is required by licensed individuals in order to certify Pictometry's orthogonal imagery .
<br /> 10. ARTICLE - GENERAL
<br /> 10. 1 Entire Agreement. This Agreement, which includes the attached Schedules, contains the entire agreement between the parties
<br /> and supersedes
<br /> all written or oral agreements, descriptions, representations, and understandings with respect to the subject matter hereof. Where
<br /> differences
<br /> occur between the main body of the Agreement and the attached Schedules, the Schedules shall supersede
<br /> the Agreement. Licensee
<br /> acknowledges that it is not entering into this Agreement on the basis of any representations not expressly contained herein . Any
<br /> modifications
<br /> of this Agreement must be in writing and signed by a duly authorized officer of each party.
<br /> 10.2 Rights of Others. This Agreement is solely intended to provide rights to and be enforceable by Pictometry
<br /> and Licensee (including its
<br /> Authorized Subdivisions) . No other person shall acquire or enforce any rights or any representations or warranties given under this Agreement
<br />.
<br /> 10.3 Waiver. The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different
<br /> kind .
<br /> 10.4 Notices. All notices and demands hereunder shall be in writing and shall be delivered by personal service, mail, courier
<br /> service, or confirmed
<br /> facsimile transmission at the address of the receiving party set forth below (or at such different address as may be designated
<br /> by one party by
<br /> written notice to the other) . All notices or demands by mail shall be sent by certified or registered United States mail,
<br /> return receipt requested,
<br /> and all notices and demands shall be deemed complete upon receipt.
<br /> If to Licensee : If to Pictometry :
<br /> Company : Indian River County Company : Pictometry International , Corp .
<br /> Address : 180027 th Street Address : 100 Town Centre Drive, Suite A
<br /> Vero Beach, FL 32960 Rochester, NY 14623
<br /> Attention : Will Rice Attention : Carol DeVico
<br /> Email : write a.,irc oe`v. com Email : Carol .Devicorci� Pictometr} com
<br /> Phone : (772) 226 - 1609 Fax : Phone : (585 ) 486-0093 Fax : (585 ) 486-0098
<br /> If to Licensee Billing : If to Pictometry Billing :
<br /> Company : Indian River County Company : Pictometry International , Corp.
<br /> Address : 180027 1h Street Address : 100 Town Centre Drive, Suite A
<br /> Vero Beach, FL 32960 Rochester, NY 14623
<br /> Attention : Attention : Accounts Receivable
<br /> Email : Email : AccountsReceivable(a I' ictometrv . com
<br /> Phone : Fax : Phone : • ( 585 ) 486-0093 Fax : (585 ) 486-0098
<br /> 10.5 Export Control. Licensee agrees to comply fully with the export laws and regulations of the United. States Government
<br /> with respect to the
<br /> Licensed Products supplied by Pictometry. Accordingly, Licensee agrees that all technical data, software, or other information
<br /> or assistance
<br /> (other than publicly available information) furnished by Pictometry, and any product thereof, shall not be re-exported
<br /> by Licensee, or its
<br /> authorized transferees, if any, directly or indirectly from the United States unless explicitly permitted by
<br /> U . S . export control laws and
<br /> regulations. These obligations of the Licensee shall survive any satisfaction, termination, or discharge of this Agreement.
<br /> 10.6 Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent
<br /> jurisdiction to be
<br /> unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall
<br /> remain
<br /> in full force and effect.
<br /> 10 .7 Force Majeure. Pictometry shall not be responsible for any failure to perform due to unforeseen
<br /> circumstances or to causes beyond
<br /> Pictometry's reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities,
<br /> fire, floods,
<br /> accidents, strikes, failure to obtain export licenses or shortages or delays of transportation, facilities, fuel , energy, supplies,
<br /> labor or materials .
<br /> In the event of any such delay, Pictometry may defer the delivery of Licensed Products for a period equal to the time of the
<br /> delay.
<br /> IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on the latest of the signature dates specified below.
<br /> PICT RY INTERNATIONAL , Corp . Licensee Name : Indinn River cniintV
<br /> slogfti •y
<br /> By : see
<br /> Name : WISH K • SalPlxti
<br /> Name : Bob Solari � ' G'
<br /> Title : c, g. U P o � rI , Am CG Title : Chairman ���:,Y_ ,�.�•�
<br /> Address : 100 Town Centre Drive Suite A Address : 1800 27th Street s•�a4;PAN"RN ��oJ•
<br /> Rochester, NY 14623 Vero Beach; FL 32960
<br /> Page 4 of 5 05012009b
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