2019-168 - Laserfiche WebLink

Home Browse Search

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 of this Agreement, also include each 'Authorized User' 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, amecations, amendments or alterations shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Florida, excluding its conflicts of law principles. 3. Venue: Venue for all actions arising under this Agreement shall lie in Indian River County, Florida. 4. Non -Appropriation: Notwithstanding anything in this Agreement to the contrary, in the event that the funds due for all subsequent projects after the First Project under the terms and conditions of this Agreement are not lawfully appropriated, the following provisions shall apply: a. Customer will provide Pictometry with written documentation of non -appropriation of funds 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 will be deemed postponed until such time as funds for the subsequent project have been appropriated and all other sums due under the terms and conditions of this Agreement have been paid by Customer. In the event that the postponement exceeds eighteen months, Pictometry reserves 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 must immediately cease use of those licensed products, purge those licensed products from all Customer and authorized party computers, and return those licensed products to Pictometry. 5. Early Access: With respect to the Pictometry Early Access product ("Early Access") as described in Section A, Customer understands that this product cannot be utilized by Customer unless they have a valid Pictometry Connect account which must be purchased separate from this Agreement. 6. Ownership: Notwithstanding anything in this Agreement to the contrary, Indian River County shall own the copy of the 3in Area Wide Mosaic. (Product Name "Mosaic — Area Wide") (hereinafter "Area Wide Mosaic") that is delivered in MrSID image format to Indian River County pursuant to this Agreement. As such Indian River County is free to use, reproduce and redistribute copies of the Area Wide Mosaic. in any manner without any accounting to Pictometry. Pictometry shall own a copy of the Area Wide Mosaic delivered pursuant to this Agreement that are in Pictometry's possession. As such Pictometry is free to use, reproduce and redistribute copies of the Area Wide Mosaic in any manner without any accounting to Indian River County. 7. Public Records: Any limitation under this Agreement on the disclosure of public records, as defined by section 119.011, Florida Statutes, shall be to the extent permitted by the Florida Public Records Law, Chapter 119, Florida Statutes. 8. The Imagery -Neighborhood 3 i product is listed "per sector" and not "per square mile;" however, Pictometry will capture the area depicted in the Map, which Map indicates the measurement of square miles and was created using the shapefile provided to Pictometry by Customer. 9. Notwithstanding anything in this Agreement to the contrary, the area to be captured by this agreement is 355 square miles. The project limits of this agreement and specific area to be flown is defined by the Map on Page 18 of this agreement and by the digital map file "FLINDI Grid.shp". 10. Public Records: Pictometry acknowledges the Customer's obligations to release public records to members of the public upon request under Florida Constitution and Chapter 119, Florida Statutes (commonly known as the Florida Public Records Act). Pictometry acknowledges that the Customer is required to comply with Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, in the handling of the materials created under this Agreement and said statute controls over the provisions of this Agreement. Pictometry agrees to comply with these laws and any other laws related to provision of public records and to assist Customer in complying with the same as it relates to all aspects of this Agreement provided that Customer shall give Pictometry written notice of any public record request for the materials created under this Agreement. Page 17 of 19 Indian River County, FL — C 12535204 2019-10-15 DD -0002-20160318