HomeMy WebLinkAbout2014-178 AGREEMENT BETWEEN f 8 /10 1,4
PICTOMETRY INTERNATIONAL CORP. ("Pictometry")AND 8 F
INDIAN RIVER COUNTY,FL ("Customer") Roll -17k
1. This order form("Order Form"),in combination with the contract components listed below:
Section A:Product Descriptions,Prices and Payment Terms
Section B:License Terms:
• Delivered Content Terms and Conditions of Use
• 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.
CUSTOMER.NOTICE ADDRESS :PICTOMETRY-NOTICE.ADDRESS.
-1800 27th Street 100 Town Centre Drive,Suite A
Vero Beach,Florida 32960 Rochester,NY 14623
Attn. 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 HIND 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
Pictometry's reasonable control,including but not limited to acts of God,war,riot,embargoes,acts of civil or military authorities,
Page 1 of 10 Indian River County,FL—C 161304 20141024 CMT-00047-20141008
fire,weather,floods,accidents,strikes,failure to obtain export licenses or shortages or delays of transportation, facilities,fuel,
energy,supplies,labor or materials.In the event of any such delay,Pictometry may defer performance for a period of time
reasonably related to the time and nature of the cause of the delay.
10. Inconsideration 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 terms 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, .
INDIAN RIVER COUNTY,FL PICTOMETRY INTERNATIONAL CORP.
(entity e a Delaware corporation
SIGNATURE:
NAME: NAME:
TITLE: Wesley S. Davis, Chairman TITLE:
DATE: November 1-8-, ')01-4—_ -- EXECUTION DATE:
DATE OF RECEIPT FFECTIVE DATE
0 MI�&
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•,�y.,. . •,.•Q� APPROVED AS TO FORM
�'•'r4'••••...••••'��.°' AND LEGAL SUFFICIENOY
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BY
DYLAN REINGOLD
COUNTY ATTORNEY
Page 2 of 10 Indian River County,FL—C 161304 20141024 CMT-00047-20141008
i
fire,weather,floods,accidents,strikes,failure to obtain export licenses or shortages or delays of transportation,facilities,fuel,
energy,supplies,labor or materials.In the event of any such delay,Pictometry may defer performance for a period of time
reasonably related)to the time and nature of the cause 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 terms 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
INDIAN RIVER COUNTY,FL PICTOMETRY Iri'TERNATIONAL CORP.
(entity type) a Delaware c n
SIGNATURE: SIGNATL
NAME: NAME: i m
TITLE: Wesley S. Davis, Chairman TITLE: e 09-'-Q P0. tJk•�c c
DATE: November 18, 2014 EXECUTION DATE: I I
DATE OF RECEIPT(EFFECTIVE DATE) %I t
oQ
"�`'9� ' •oma.. APPROVED AS TO POR
��9��E�COUta�,,�:•`� AND LEGAL SUFFICIENCY
BY .e. .
LAN REINGQLD
COUNTY ATTORNEY
Paget of 10 Indian River County,FL—C161304 20141024 CMT-00047-20141008
SECTION A PRODUCT DESCRIPTIONS,PRICES AND PAYMENT TERMS
Pictometry International Corp. ORDER#
100 Town Centre Drive, Suite A C161304
Rochester,NY 14623
BILL TO SHIP TO
Indian River County,FL Indian River County,FL
Will Rice Will Rice
1800 27th Street 1800 27th Street
Vero Beach,Florida 32960 Vero Beach,Florida 32960
(772)226-1609 (772)226-1609
wrice irc ov.com wrice irc ov.com
CUSTOMER ID SALES REP FREQUENCY OF PROJECT
At 16541 CDeca Biennial
QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT AMOUNT'
PRICE %
I Change Analysis Enterprise- Perpetual Enterprice-wide License of Change Analysis. $15,000.00 $0.00 $0.00
wide License
100%
1 E-911 Interface-Unlimited Perpetual License. Product enables system interface but $5,000 00 $000 $000
seats in one PSAP does not cover the actual integration. Licensee must
engage third party to provide this integration. (100%
1 EAP PROGRAM Refer to detailed description of EAP Program in attached $0.00 $0.00
Agreement.
1 Electronic Field Stud (EFS) One copy of Electronic Field Study software,latest version. $0.00 $0.00
291 IMAGERY- Product includes:3-inch GSD oblique frame images(4- $450.00 $405.00 $117,85500
NEIGHBORHOOD-4-way way),3-inch GSD orthogonal frame images,1-meter GSD
(N5)(3 in)Per Sector ortho mosaic sector tiles and one area-wide 1-meter GSD (10%)
mosaic(ECW format).Orthogonal GSD 0.25 feet/pixel;
Nominal Oblique GSD(all values+/-10%):Front Line:
0.24 feet/pixel,Middle Line:0.28 feet/pixel,Back Line
0.34 feet/pixel.
1 Media Drive Capacity 931 G- External USB 2.0/eSATA Externally Powered.Delivery $199.00 $199.00
Drive Model IT - media prices include copying a complete image library
EXTPOWER onto media.Sub-warehousing sold separately
291 Mosaic-Area Wide(4in Available with purchase of corresponding tile product. $2.00 $0.00 $0.00
GSD;MrSID format; New processing or re-processing to MRSID of individual
individual)Per Sector tiles of 4-inch GSD imagery Tiles are provided"as is." (100%)
Refer to Product Parameters for additional details.
1 Oblique Imagery Bundle with Includes digital copy of the Licensed Documentation for $0.00 $0.00
Two(2)Years of EFS the License Software,two(2)End User Training Sessions,
Maintenance&Support one(1)Advanced User Technical Training,one(1)
Administration/IT Training Session,ten(10)hours of
telephone support,one copy ofPictometry 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 date of shipment of the EFS software,along
with a copy of the updated documentation.
1 State License Fee State license fee. $000 $0.00
1 Survey Report-Imagery Available with corresponding imagery purchase. Product $1,50000 $000 $0.00
Project-Compiled To Includes: Report signed/sealed by appropriately
Accuracy Statement credentialed personnel. Report details production statistics (100%)
including GPS/INS post processing and includes an
NSSDA compliant"Compiled To"accuracy statement
291 Tiles-Standard(4in GSD; Available with corresponding 3"GSD or 4"GSD imagery $20.00 $0.00 $0.00
TIFF format)Per Sector purchase. 4-inch GSD Mosaic Tiles in TIFF Format. Tiles
are provided"as is." Refer to Product Parameters for (1000%)
additional details.
291 Tiles-Standard Compressed Available with purchase of corresponding tile product. $2.00 $0.00 $0.00
(4in GSD;MrSID format)Per New processing or re-processing to MRSID of individual
Sector tiles of4-inch GSD imagery Tiles are provided"as is." (100%)
Refer to Product Parameters for additional details.
Thank you for choosing Pictometry as your service provider. TOTAL $118,054.00
'Amount per product=((]-Discount%)*Qty*List Price)
Page 3 of 10 Indian River County,FL—C161304 20141024 CMT-00047-20141008
I
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,value 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 paid by Customer to Pictometry without reducing any amount owed to
Pictometry unless documents satisfactory to Pictometry evidencing exemption from 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 amount due under this Agreement including,but not limited to,
attorneys'fees and court costs.
Due at Signing $29,513.50
Due at Initial Shipment of Imagery $88,540.50
Total Payments $118,054.00
PRODUCT PARAMETERS
IMAGERY
Product: IMAGERY-NEIGHBORHOOD-4-way(NS)(3in)Per Sector
Elevation Source Customer Provided—LiDAR
Leaf Less than 30%leaf cover(Off)
Special Instructions:
Standard Ortho Mosaic Products:Pictometry standard ortho mosaic products are produced through automated mosaicking processes that incorporate digital
elevation data with individual Pictometry ortho frames to create large-area mosaics on an extremely cost-effective basis. Because these products are produced
through automated processes,rather than more expensive manual review and hand-touched corrective processes,there may be inherent artifacts in some of the
resulting mosaics. While Pictometry works to minimize such artifacts,the Pictometry standard ortho mosaic products are provided on an'AS IS'basis with
respect to visible cut]ines along mosaic seams resulting from the following types 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 in the elevation data;
iii. Building intersect and clipping generally caused by buildings not being represented in the elevation data;
iv Seasonal variations caused by images taken at different times during a season,or during different seasons;
v Ground illumination variations caused by images taken under different illumination(e.g.,sunny,high overcast,morning light,afternoon light,etc.)
within one flight day or during different flight days;
vi. Single GSD color variations caused by illumination differences or multiple-aircraft/camera captures;
vii. Mixed 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 frames being used to create 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 than the Pictometry standard ortho mosaic products.
Economic Alliance Partnership(EAP)
Customer is eligible for the EAP program described below for a period of two years from the Effective Date. Following payment to Pictometry of
amounts due with respect to each subsequent capture,Customer will be eligible for the then-current EAP program for a period of two years from
delivery of such subsequent capture.
A. Disaster Coverage Imagery at No Additional Charge—Pictometry will,upon request of Customer and at no additional charge,provide
updated imagery of up to 200 square miles of affected areas(as determined by Pictometry)upon the occurrence of any of the following events
during any period Customer is eligible for the EAP program:
• Hurricane:areas affected by hurricanes of Category it and higher (Coverage for hurricanes below Category II and for areas exceeding
200 square miles will be,subject to Pictometry resource availability,available to Customer at the then-current EAP rates.)
• Tornado:areas affected by tornados rated EF4 and higher (Coverage for tornados below EF4 and for areas exceeding 200 square miles
will be,subject to Pictometry resource availability,available to Customer at the then-current EAP rates.)
• Terrorist:areas affected by damage from terrorist attack. (Coverage for areas exceeding 200 square miles will be,subject to Pictometry
resource availability,available to Customer at the then-current EAP rates.)
• Earthquake: areas affected by damage to critical infrastructure resulting from earthquakes measured at 6 0 or higher on the Richter scale.
(Coverage for earthquakes rated below 6 0 on the Richter scale and for areas exceeding 200 square miles will be,subject to Pictometry
resource availability,available to Customer at the then-current EAP rates.)
• Tsunami: areas affected by damage to critical infrastructure resulting from tsunamis. (Coverage for areas exceeding 200 square miles will
be,subject to Pictometry resource availability,available to Customer at the then-current EAP rates.)
B. Software—Use of Pictometry Change AnalysisTm—Pictometry's EAP program includes the use of Change Analysis software for a term of
ninety days from the date of delivery of the EAP imagery The Change Analysis software simultaneously compares pre and post disaster images
to aid recovery and restoration efforts.
Page 4 of 10 Indian River County,FL—C 161304 20141024 CMT-00047-20141008
SECTION B LICENSE TERMS
PICTOMETRY DELIVERED CONTENT
TERMS AND CONDITIONS OF USE
These Pictometry 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 use
within 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 incorporated.
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 access to Delivered Content pursuant to the Delivered Content Terms and Conditions.
1.2 "Authorized System"means a workstation or server that meets each of the following criteria(i)it is owned or leased by you or an Authorized Subdivision,
(ii)it is located within and only accessible from facilities that are owned or leased by you or an Authorized Subdivision,and(iii)it is under the control of
and may only be used by you or Authorized Subdivisions.
1.3 "Authorized User"means any employee of you or Authorized Subdivisions that is authorized by you to have access to the Delivered Content through an
Authorized System.
1.4 "Delivered Content"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 "Project Participant"means any employee or contractor of persons or entities performing services for compensation for you or an Authorized Subdivision
that has been identified by written notice to Pictometry prior to being granted access to Delivered Content and,unless Pictometry 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 terms 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)
y(i) Authorized Users for performance of public responsibilities of you or Authorized Subdivisions that are to be performed entirely within
facilities of you or Authorized Subdivisions;
(ii)Project Participants under the supervision of Authorized Users for performance of tasks or preparation of materials using only hard copies(or
jpg copies)of Delivered Content solely for fulfilling public responsibilities of you or Authorized Subdivisions to be performed entirely within
facilities of you or Authorized Subdivisions;and
(iii)individual members of the public,but only through Authorized Users and solely for the purpose of making 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 medium, except as expressly permitted in the
Delivered Content Terms and Conditions.
2.3 You may not offer any part of the Delivered Content for commercial resale or commercial redistribution in any medium.
2.4 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 other intellectual property rights) in Delivered Content in all media belong to
Pictometry or its third party suppliers.Neither you nor any users of the Delivered Content acquire any proprietary interest in the Delivered Content,or any
copies thereof,except the limited use rights granted herein.
3. OBLIGATIONS OF CUSTOMER
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 incorporated 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 products and services,
provided that at no time shall Pictometry claim ownership of that data.
3.2 Notification. You shall(a)notify Pictometry in writing of any claims or proceedings involving any of the Delivered Content within ten(10)days after you
learn of the claim or proceeding,and(b)report promptly to Pictometry all claimed or suspected defects in Delivered Content.
3.3 Authorized User Compliance. You shall at all times be responsible for compliance by each Authorized User with the Delivered Content Terms and
Conditions.
3.4 Authorized Subdivision Compliance.You shall at all times be 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;EFFECT OF TERMINATION
4.1 Term. The license granted to you in the Delivered Content Terms and Conditions is perpetual,subject to Pictometry's right to terminate the license in the
event you do not pay in full the Fees specified elsewhere in the Agreement,the Agreement is terminated for any reason other than a breach of the Agreement
by Pictometry,or as otherwise provided in the Agreement.
4.2 Effect of Termination Upon termination of the license granted to you in the Delivered Content Terms and Conditions,you shall immediately cease all use
of the Delivered Content,promptly purge all copies of the Delivered Content from all workstations and servers on which any of it may be stored or available
at the time,and return hard drive/media containing Delivered Content to Pictometry
Page 5 of 10 Indian River County,FL—C 161304 20141024 CMT-00047-20141008
5. TRADEMARKS;CONFIDENTIALITY
5.1 Use of Pictometry's Marks. You agree not to attach any additional trademarks,trade names,logos or designations to any Delivered Content or to any
copies of any Delivered Content without prior written approval from Pictometry You may,however, include an appropriate government seal and your
contact information so long as the seal and contact information in no way obscure or deface the Pictometry 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 Pictometry's trademarks,trade name,logos,and designations are coterminous with the license granted to you in the Delivered Content Terms,
5.2 Confidentiality of Delivered 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 your best efforts to assure that your personnel,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 limited.
6. LIMITED WARRANTY;DISCLAIMER OF WARRANTIES
6.1 Limited Warranties;Exclusive Remedy. Pictometry warrants that the Delivered Content will contain true and usable copies of the designated imagery as
of the date of capture. As the sole and exclusive remedy for any breach of the foregoing warranty,Pictometry shall use reasonable efforts to correct any
deficiency that precludes use of the Delivered Content in the manner intended.
6.2 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 IMPLIED WARRANTIES,INCLUDING BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE,MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE,AND ACCURACY,ARE HEREBY DISCLAIMED AND EXCLUDED BY PICTOMETRY
6.3 Limitation 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. MISCELLANEOUS PROVISIONS
7.1 Restricted Rights. Delivered Content acquired with United States Government funds or 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 governed by and interpreted in accordance with the laws of the State of New York,excluding its
conflicts of law principles.
[END OF DELIVERED CONTENT TERMS AND CONDITIONS]
Page 6 of 10 Indian River County,FL—C 161304 20141024 CMT-00047-20141008
SECTION B LICENSE TERMS
PICTOMETRY SOFTWARE
LICENSE AGREEMENT
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING
THE 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("Pictometry Software")and any written materials that accompany the software("Documentation")in any media or form are
licensed,not sold,to you by Pictometry International Corp.("Pictometry")for use only under the terms of this License.Pictometry reserves all rights not
expressly granted to you in this License.
2. LICENSE. Subject to the terms 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 for internal use. Use of the
functionality provided by the Pictometry 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 machine-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 engineer,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 Pictometry 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 Pictometry 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 Pictometry and its licensors.You will not assert any right,title or interest in the Proprietary Materials provided to
you under this License,except for the express license granted to you hereunder You will not remove any copyright or other proprietary notice or legend
contained on or included in any Proprietary Materials and you will reproduce all such information on all copies made hereunder You will keep the Proprietary
Materials free of all claims,liens and encumbrances.
4 DISCLAIMERS OF WARRANTY. USE OF THE PICTOMETRY SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW,THE PICTOMETRY SOFTWARE IS PROVIDED"AS IS",WITH ALL FAULTS AND WITHOUT WARRANTY
OF ANY KIND,AND PICTOMETRY HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PICTOMETRY SOFTWARE,WHETHER
EXPRESS,IMPLIED OR STATUTORY,INCLUDING,BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF
FITNESS 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,OR THAT 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,WITHOUT LIMITATION,DAMAGES FOR LOSS OF PROFITS,LOSS OF DATA,
BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR
INABILITY TO USE THE 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
PICTOMETRY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES(OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES
INVOLVING PERSONAL INJURY)CAUSED BY,ARISING OUT OF OR IN ANY WAY RELATED TO THE PICTOMETRY SOFTWARE EXCEED
THE AMOUNT OF FIFTY DOLLARS($50 00).THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF
ITS ESSENTIAL PURPOSE.
6 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 Pictometry Software and destroy all copies,full or partial,of the Proprietary Materials
7 MISCELLANEOUS PROVISIONS.
A. Restricted Rights. Pictometry Software acquired with United States Government funds or 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.Pictometry must be notified in advance of any license grants to United States federal
governmental entities.The Pictometry Software is developed for general use in a variety of applications and is not developed or intended for use in any
inherently dangerous applications or applications that could lead to property damage,personal injury or death If you use the Pictometry Software in 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 export or re-export the Pictometry Software in violation
of the Export Administration 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 assign this License without Pictometry's prior written consent.Any assignment in violation of this License will be null,void
and of no force and effect. For all purposes under this License,any merger,consolidation,spin-off,acquisition or change-in-control will be deemed an
assignment.
E. Partial Invalidity;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 enforceable to the maximum extent compatible with the law as it will then 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 omitted.The provisions of this License that by their nature would survive its termination will survive indefinitely
Page 7 of 10 Indian River County,FL—C161304 20141024 CMT-00047-20141008
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 such party and without its fault or negligence.Neither party will be liable for any delay or failure in the performance 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.
G. Waiver. No waiver of a breach of any term of this License will be effective unless in writing and duly executed by the waiving party No such waiver
will constitute a waiver of any subsequent breach of the same or any other term of this License.No failure on the part of a party to exercise,and no delay
in exercising any of its rights hereunder will operate as a waiver thereof,nor will any single or partial exercise by a party of any right preclude 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 this License or the rights or obligations of any party hereunder
H Entire Agreement;Construction. This License contains the entire understanding ofthe parties with respect to the subject matter hereof and supersedes
any prior or contemporaneous understandings regarding that subject matter No amendment to or modification of this License will be binding unless in
writing and signed by Pictometry There are 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 8 of 10 Indian River County,FL—C161304 20141024 CMT-00047-20141008
i
SECTION C NON-STANDARD TERMS AND CONDITIONS
1 Pictometry agrees that to use best commercial efforts to capture the imagery as specified herein under Section A.,between January 1,2015 and
March 31,2015
[END OF NON-STANDARD TERMS AND CONDITIONS]
Page 9 of 10 Indian River County,FL—C 161304 20141024 CMT-00047-20141008
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