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AGREEMENT BETWEEN f 8 /10 1,4
<br /> PICTOMETRY INTERNATIONAL CORP. ("Pictometry")AND 8 F
<br /> INDIAN RIVER COUNTY,FL ("Customer") Roll -17k
<br /> 1. This order form("Order Form"),in combination with the contract components listed below:
<br /> Section A:Product Descriptions,Prices and Payment Terms
<br /> Section B:License Terms:
<br /> • Delivered Content Terms and Conditions of Use
<br /> • Software License Agreement
<br /> Section C•Non-Standard Terms and Conditions
<br /> (all of which,collectively,constitute this"Agreement")set forth the entire understanding between Pictometry and Customer with
<br /> respect to the subject matter hereof and supersedes all prior representations,agreements and arrangements,whether oral or
<br /> written,relating to the subject matter hereof. Any modifications to this Agreement must be made in writing and be signed by
<br /> duly authorized officers of each party. Any purchase order or similar document issued by Customer in connection with this
<br /> Agreement is issued solely for Customer's internal administrative purposes and the terms,and conditions set forth on any such
<br /> purchase order shall be of no force or effect as between the parties.
<br /> 2. In the event of any conflict among any contract components comprising this Agreement,order of precedence for resolving such
<br /> conflict shall be,from highest(i.e.,supersedes all others)to lowest(i.e.,subordinate to all others)- Non-Standard Terms and
<br /> Conditions;Product Descriptions,Prices and Payment Terms;License Terms in order as listed above under the heading`Section
<br /> B:License Terms';and Order Form.
<br /> 3 All notices under this Agreement shall be in writing and shall be sent to the following respective addresses.
<br /> CUSTOMER.NOTICE ADDRESS :PICTOMETRY-NOTICE.ADDRESS.
<br /> -1800 27th Street 100 Town Centre Drive,Suite A
<br /> Vero Beach,Florida 32960 Rochester,NY 14623
<br /> Attn. Will Rice,GIS Manager Attn. Contract Administration
<br /> Phone: (772)226-1609 Fax: Phone: (585)486-0093 Fax: (585)486-0098
<br /> Either party may change their respective notice address by giving written notice of such change to the other party at the other
<br /> party's then-current notice address. Notices shall be given by any of the following methods:personal delivery;reputable express
<br /> courier providing written receipt;or postage-paid certified or registered United States mail,return receipt requested. Notice shall
<br /> be deemed given when actually received or when delivery is refused.
<br /> 4. This Agreement, including all licenses granted pursuant to it,shall be binding upon and inure to the benefit of the parties hereto,
<br /> their successors and permitted assigns,but shall not be assignable by either party except that(i)Pictometry shall have the right to
<br /> assign its right to receive Fees under this Agreement,provided no such assignment shall affect Pictometry's obligations hereunder,
<br /> and(ii)Pictometry shall have the right to assign all its rights under this Agreement to any person or entity,provided the assignee
<br /> has assumed all of Pictometry's obligations under this Agreement.
<br /> 5. IN NO EVENT SHALL EITHER PARTY BE LIABLE,UNDER ANY CAUSE OF ACTION OF ANY HIND ARISING OUT
<br /> OF OR RELATED TO THIS AGREEMENT(INCLUDING UNDER THEORIES INVOLVING TORT,CONTRACT,
<br /> NEGLIGENCE,STRICT LIABILITY,OR BREACH OF WARRANTY),FOR ANY LOST PROFITS OR FOR ANY
<br /> INDIRECT,INCIDENTAL,CONSEQUENTIAL,PUNITIVE,OR OTHER SPECIAL DAMAGES SUFFERED BY THE
<br /> OTHER PARTY OR OTHERS,EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
<br /> 6. With respect to any claims that Customer may have or assert against Pictometry on any matter relating to this Agreement,the
<br /> total liability of Pictometry shall,in the aggregate,be limited to the aggregate amount received by Pictometry pursuant to this
<br /> Agreement.
<br /> 7 The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind.
<br /> 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
<br /> unenforceable,such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement
<br /> shall remain in full force and effect.
<br /> 9. Pictometry shall not be responsible for any failure on its part to perform due to unforeseen 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 /> Page 1 of 10 Indian River County,FL—C 161304 20141024 CMT-00047-20141008
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