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AGREEMENT BETWEEN PICTOMETRY INTERNATIONAL CORP. ("Pictometry") AND INDIAN RIVER COUNTY, FL ("Customer") A TRUE COPY 1 This order form("Order Form"), in combination with the contract components listed below- CERTIFICATION ON LAST PAGE J.R. SMITH, CLERK Section A. Product Descriptions, Prices and Payment Terms Section B• License Terms: • Online Services General Terms and Conditions • Web Visualization Offering Terms and Conditions • Software License Agreement Section C•Non-Standard Terms and Conditions (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,Product Descriptions, Prices and Payment Terms, License Terms in order as listed above under the heading `Section B: License Terms';-and Order Form. 3 All notices under this Agreement shall be in writing and shall be sent to the following respective addresses 'CUS.TOI\ZERsN.OTICE`ADDRES$:_;.- � _ _ �F� ' PIC�T,ONIETRYINOT�ICE ADDRESS: ��,,• 1800 27th Street 25 Methodist Hill Drive Vero Beach.Florida 32960 Rochester,NTY 14623 Ann. Will Rice.GIS Manager Attn. Contract Administration Phone- (772)226-1609 Fax. Phone- (585)486-0093 Fax. (585)486-0098 Either party may change their respective notice address by giving written notice of such change to the other party at the other party's then-current notice address Notices shall be given by any of the following methods- personal delivery;reputable express courier providing written receipt; or postage-paid certified or registered United States mail, return receipt requested. Notice shall be deemed given when actually received or when delivery is refused. 4 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 Pictometry'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 of Pictometry 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 of this Agreement shall remain in full force and effect. 9 Pictometry shall not be responsible for any failure on its part to perform due to unforeseen circumstances or to causes beyond Page 1 of 12 Indian River County,FL—C186005 20160415 CMT-00047-20150928