HomeMy WebLinkAbout2019-168AGREEMENT BETWEEN
PICTOMETRY INTERNATIONAL, CORP. ("PICTOMETRY"') ANIS
INDIAN RIVER COUNTY, I+L. ("CUSTOMER")
I. 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
o Online Services General 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:
`Ilcv T LVl.Ti� O:Y,1 ? 1V1E�i!'713 u..?'..�„.i�* {� > ^ri%M k '.l`'a{' 41 4� x. C "i y --. �._. -
+.1...,J.., ��; ...�. �?�4., �xr w.�... �a.., PICS'OTY%ET�RY�N®TIC'IJ"�A�1D]DI3ESS .�
1800 27th Street
25 Methodist Hill Drive
Vero Beach, FL 32960
Rochester, NY 14623
Attn: William Rice, GIS Manager
Attn: General Counsel
Phone: 772-226-1609
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.
Page 1 of 19 Indian River County, FL — C 12535204 2019-10-15 DD -0002-20160318
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,
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 ��° 0�......, OMETRY
INDIAN RIVER COUNTY FL .v ��.•'N,,ffC4OMETRY
INTERNATIONAL CORP.
(entity type)
Det. d;e cor oration
SIGNATURE: -C
GNATUREJ:
NAME: 2 ,r
Bob Solari o, •.•
r
TITLE: •.� ICER3TI,E:�
Chairman
—
pry, (�, f25C1�
DATE:
October 22, 2019
EXECUTION ATE:
Qii�Dfxx � �S�C1
DATE OF RECEIPT EFFECTIVE DAT -
APPROVED AS TO FORM
LEGAL Jeffre
A;AND�A� SUFFICIENCY R. tmp
Clerkptroller
Circuit Courytand Co
Com
i57LAN P12V CG 3l_O gy.
COUNTY ATTORNERY Deput Clerk
Page 2 of 19 Indian River County, FL — C 12535204 2019-10-15 DD -0002-20160318
SECTION A
Pictometry International Corp.
25 Methodist Hill Drive
Rochester, NY 14623
BILL TO
Indian River County, FL
William Rice, GIS Manager
1800 27th Street
Vero Beach, FL 32960
772-226-1609
wrice@iregov.com
PRODUCT DESCRIPTIONS, PRICES AND PAYMENT TERMS
SHIP TO
Indian River County, FL
William Rice, GIS Manager
1800 27th Street
Vero Beach, FL 32960
772-226-1609
wrice irc ov.com
ORDER #
C12535204
CUSTOMER ID SALES REP FREQUENCY OF PROJECT
A116541 CDeca Annual
FIRST PROJECT
QTY
PRODUCT NAME
PRODUCT DESCRIPTION
LIST PRICE
DISCOUNT
PRICE
AMOUNT
318
IMAGERY-
Product includes: 3 -inch GSD oblique frame images (4-
$450.00
$382.50
$121,635.00
NEIGHBORHOOD - 4 -way
way), 3 -inch GSD orthogonal frame images, 1 -meter GSD
(15%— Long
(N5) (3in) Per Sector
ortho mosaic sector tiles and one area -wide I -meter GSD
Term Incentive
mosaic (ECW format). Orthogonal GSD: 0.25 feet/pixel;
Discount)
Nominal Oblique GSD (all values +/-10%): Front Line:
0.24 feet/pixel, Middle Line: 0.28 feet/pixel, Back Line:
0.34 feet/pixel.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
1
Pictometry Connect - CA -
Pictometry Connect - CA - 50 (Custom Access) provides
$2,200.00
$2,200.00
50
up to 50 concurrent authorized users the ability to login
and access the Pictometry-hosted custom imagery
libraries specified elsewhere in this Agreement via a web -
based, server -based or desktop integration. The default
deployment is through web -based Pictometry Connect.
Term commences on date of activation. The quantity
represents the number of years in the Connect tern.
Applicable Terms and Conditions: Online Services
General Terms and Conditions; Software License
Agreement
1
Pictometry Connect View -
Pictometry Connect View - CA (Custom Access) provides
$750.00
$750.00
CA
visualization -only access to the Pictometry-hosted custom
imagery libraries specified elsewhere in this Agreement
via a web application or server based integration. Requires
a customer -provided web application or server based
application. With respect to imagery available through
this product to third parties or the Public, Pictometry
reserves the right to reduce the resolution of the imagery
available. Term commences on date of activation. The
quantity represents the number of years in the Connect
term.
Applicable Terms and Conditions: Web Visualization
Offering Terns and Conditions
1
E-911 Interface - Unlimited
Perpetual License. Product enables system interface but
$15,000.00
$0.00
$0.00
Seats in all PSAPS
does not cover the actual integration. Licensee must
(100%)
engage third party to provide this integration.
Applicable Terms and Conditions: Order Form
1
Survey Report - Imagery
Available with corresponding imagery purchase. Product
$1,500.00
$0.00
$0.00
Project - Compiled To
Includes: Report signed/sealed by appropriately
(100%)
Accuracy Statement
credentialed personnel. Report details production
statistics including GPS/INS post processing and includes
an NSSDA compliant "Compiled To" accuracy statement.
Applicable Terms and Conditions: Order Form
1
State License Fee
State license fee.
$0.00
$0.00
Applicable Terms and Conditions: Order Form
355
Mosaic - Area Wide (3in
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
(100%)
individual) Per Sector
tiles of 3 -inch GSD imagery. Tiles are provided "as is."
Refer to Product Parameters for additional details.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
Page 3 of 19
Indian River County, FL — C 12535204 2019-10-15
DD -0002-20160318
355
Tiles - Standard Compressed
Available with purchase of corresponding tile product.
$4.00
$0.00
$0.00
DISCOUNT
PRICE (%
(3in GSD; MrSID format)
New processing or re -processing to MrSID of individual
IMAGERY-
(100%)
$450.00
$382.50
Per Sector
tiles of 3 -inch GSD imagery. Tiles are provided "as is."
NEIGHBORHOOD - 4 -way
way), 3 -inch GSD orthogonal frame images, 1 -meter GSD
(15%— Long
Refer to Product Parameters for additional details.
(N5) (3in) Per Sector
ortho mosaic sector tiles and one area -wide 17meter GSD
Term Incentive
Applicable Terms and Conditions: Delivered Content
mosaic (ECW format). Orthogonal GSD: 0.25 feet/pixel;
Discount)
Terms and Conditions of Use
Nominal Oblique GSD (all values +/-10%): Front Line:
355
Tiles - Standard (3in GSD;
Available with corresponding 3" GSD imagery purchase.
$20.00
$0.00
$0.00
TIFF format) Per Sector
3 -inch GSD Mosaic Tiles in TIFF Format. Tiles are
(100%)
provided "as is." Refer to Product Parameters for
Applicable Terms and Conditions: Delivered Content
additional details.
Terms and Conditions of Use
Applicable Terms and Conditions: Delivered Content
Pictometry Connect - CA -
Pictometry Connect - CA - 50 (Custom Access) provides
$2,200.00
$2,200.00
Terms and Conditions of Use
50
up to 50 concurrent authorized users the ability to login
37
IMAGERY -
Product includes: 3 -inch GSD oblique frame images (4-
$525.00
$0.00
$0.00
NEIGHBORHOOD - 4 -way
way); 3 -inch GSD orthogonal frame images, 1 -meter GSD
(100%)
(N5) (3in) Per Sector
ortho mosaic sector tiles and one area -wide 1 -meter GSD
based, server -based or desktop integration. The default
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.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
1
Media.Drive Capacity 931G -
External USB 2.0 / eSATA Externally Powered. Delivery
$199.00
$0.00
$0.00
Drive Model 1T -
media prices include copying a complete image library
(100%)
EXTPOWER
onto media. Sub -warehousing sold separately.
Applicable Terms and Conditions: Order Form
1
RapidAccess - Disaster
RapidAccess - Disaster Response Program is an
$0.00
$0.00
Response Program
emergency response program offering flights after an
emergency or disaster. Refer to the attached detailed
description of the Disaster Response Program.
Applicable Terms and Conditions: Order Form
1
Oblique Imagery Bundle
Includes digital copy of the Licensed Documentation for
$0.00
$0.00
with One (1) Year of EFS
the License Software, two (2) End User Training
Maintenance & Support
Sessions, one (1) Advanced User Technical Training, one
(1) Administration / IT Training Session, five (5) hours of
telephone support, one copy of Pictometry Electronic
Field Study (EFS) software, latest version, on the storage
media specified herein, and access to downloadupdated
versions of the EFS Licensed Software for a period of one
years from the initial date of shipment of the EFS
software, along with a copy of the updated
documentation.
Applicable Terms and Conditions: Software License
Agreement
1
Pictometry Connect -
Pictometry Connect - EarlyAccess provides authorized
$10,000.00
$0.00
$0.00
EarlyAccess
users the ability to login and access the imagery, as
(100%)
specified elsewhere in this agreement, immediately
following its preliminary processing and quality control
checks and prior to its final processing. Early Access
imagery will become available in CONNECT Explorer
incrementally as it is processed and it will remain
available until final, fully processed imagery is made
available through other means. This offering requires an
active Pictometry CONNECT account and the current
purchase of access to an imagery product.
Applicable Terms and Conditions: Online Services
General Terms and Conditions
SUBTOTAL —FIRST PROJECT $124,585.00
SECOND PROJECT
QTY
PRODUCT NAME
PRODUCT DESCRIPTION
LIST PRICE
DISCOUNT
PRICE (%
AMOUNT
318
IMAGERY-
Product includes: 3 -inch GSD oblique frame images (4-
$450.00
$382.50
$121,635.00
NEIGHBORHOOD - 4 -way
way), 3 -inch GSD orthogonal frame images, 1 -meter GSD
(15%— Long
(N5) (3in) Per Sector
ortho mosaic sector tiles and one area -wide 17meter GSD
Term Incentive
mosaic (ECW format). Orthogonal GSD: 0.25 feet/pixel;
Discount)
Nominal Oblique GSD (all values +/-10%): Front Line:
0.24 feet/pixel, Middle Line: 0.28 feet/pixel, Back Line:
0.34 feet/pixel.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
1
Pictometry Connect - CA -
Pictometry Connect - CA - 50 (Custom Access) provides
$2,200.00
$2,200.00
50
up to 50 concurrent authorized users the ability to login
and access the Pictometry-hosted custom imagery
libraries specified elsewhere in this Agreement via a web -
based, server -based or desktop integration. The default
Page 4 of 19 Indian River County, FL — C 12535204 2019-10-15 DD -0002-20160318
Page 5 of 19 Indian River County, FL - C 12535204 2019-10-15 DD -0002-20160318
deployment is through web -based Pictometry Connect.
Term commences on date of activation. The quantity
represents the number of years in the Connect term.
Applicable Terms and. Conditions: Online Services
General Terms and Conditions;Software License
Agreement
1
Pictometry Connect View -
Pictometry Connect View - CA (Custom Access) provides
$750.00
$750.00
CA
visualization -only access to the Pictometry-hosted custom
imagery libraries specified elsewhere in this Agreement
via a web application or server based integration. Requires
a customer -provided web application or server based
application. With respect to imagery available through
this product to third parties or the Public, Pictometry
reserves the right to reduce the resolution of the imagery
available. Term commences on date of activation. The
quantity represents the number of years in the Connect
term.
Applicable Terms and Conditions: Web Visualization
Offerin Terms and Conditions
I
E-911 Interface - Unlimited
Perpetual License. Product enables system interface but
$15,000.00
$0.00
$0.00
Seats in all PSAPS
does not cover the actual integration. Licensee must
(100%)
engage third party to provide this integration.
Applicable Terms and Conditions: Order Form
1
Survey Report - Imagery
Available with corresponding imagery purchase. Product
$1,500.00
$0.00
$0.00
Project - Compiled To
Includes: Report signed/sealed by appropriately
(100%)
Accuracy Statement
credentialed personnel. Report details production
statistics including GPS/INS post processing and includes
an NSSDA compliant "Compiled To" accuracy statement.
Applicable Terms and Conditions: Order Form
1
State License Fee
State license fee.
$0.00
$0.00
A licable Terms and Conditions: Order Form
355
Mosaic - Area Wide (3in
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
(100%)
individual) Per Sector
tiles of 3 -inch GSD imagery. Tiles are provided "as is."
Refer to Product Parameters for additional details.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
355
Tiles - Standard Compressed
Available with purchase of corresponding tile product.
$4.00
$0.00
$0.00
(3in GSD; MrSID format)
New processing or re -processing to MrSID of individual
(100%)
Per Sector
tiles of 3 -inch GSD imagery. Tiles are provided "as is."
Refer to Product Parameters for additional details.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
355
Tiles - Standard (3in GSD;
Available with corresponding 3" GSD imagery purchase.
$20.00
$0.00
$0.00
TIFF format) Per Sector
3 -inch GSD Mosaic Tiles in TIFF Format. Tiles are
(100%)
provided "as is." Refer to Product Parameters for
additional details.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
37
IMAGERY-
Product includes: 3 -inch GSD oblique frame images (4-
$525.00
$0.00
$0.00
NEIGHBORHOOD - 4 -way
way), 3 -inch GSD orthogonal frame images, 1 -meter GSD
(100%)
(N5) (3in) Per Sector
ortho mosaic sector tiles and one area -wide 1 -meter GSD
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.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
1
Media Drive Capacity 931 G -
External USB 2.0 / eSATA Externally Powered. Delivery
$199.00
$0.00
$0.00
Drive Model 1T -
media prices include copying a complete image library
(100%)
EXTPOWER
onto media. Sub -warehousing sold separately.
Applicable Terms and Conditions: Order Form
1
RapidAccess - Disaster
RapidAccess - Disaster Response Program is an
$0.00
$0.00
Response Program
emergency response program offering flights after an
emergency or disaster. Refer to the attached detailed
description of the Disaster Response Program.
Applicable Terms and Conditions: Order Form
1
Oblique Imagery Bundle
Includes digital copy of the Licensed Documentation for
$0.00
$0.00
with One (1) Year of EFS
the License Software, two (2) End User Training
Maintenance & Support
Sessions, one (1) Advanced User Technical Training, one
(1) Administration / IT Training Session, five (5) hours of
telephone support, one copy of Pictometry Electronic
Field Study (EFS) software, latest version, on the storage
media specified herein, and access to download updated
versions of the EFS Licensed Software fora period of one
Page 5 of 19 Indian River County, FL - C 12535204 2019-10-15 DD -0002-20160318
TEIIRD PROJECT
QTY
years from the initial date of shipment of the EFS
software, along with a copy of the updated
documentation.
Applicable Terms and Conditions: Software License
Agreement
PRODUCT DESCRIPTION
LIST PRICE
DISCOUNT
PRICE
1
Pictometry Connect -
Pictometry Connect - EarlyAccess provides authorized
$10,000.00
$0.00
$0.00
$121,635.00
EarlyAccess
users the ability to login and access the imagery, as
way), 3 -inch GSD orthogonal frame images, I -meter GSD
(100%)
(15%—Long
specified elsewhere in this agreement, immediately
ortho mosaic sector tiles and one area -wide 1 -meter GSD
Term Incentive
following its preliminary processing and quality control
mosaic (ECW format). Orthogonal GSD: 0.25 feet/pixel;
Discount)
checks and prior to its final processing. Early Access
Nominal Oblique GSD (all values +/-10%): Front Line:
imagery will become available in CONNECT Explorer
0.24 feet/pixel, Middle Line: 0.28 feet/pixel, Back Line:
incrementally as it is processed and it will remain
0.34 feet/pixel.
available until final, fully processed imagery is made
Applicable Terms and Conditions: Delivered Content
available through other means. This offering requires an
Terms and Conditions of Use
I
active Pictometry CONNECT account and the current
Pictometry Connect - CA - 50 (Custom Access) provides
$2,200.00
$2,200.00
purchase of access to an imagery product.
up to 50 concurrent authorized users the ability to login
Applicable Terms and Conditions: Online Services
and access the Pictometry-hosted custom imagery
General Terms and Conditions
libraries specified elsewhere in this Agreement via a web -
SUBTOTAL—SECOND PROJECT $124,585.00
TEIIRD PROJECT
QTY
PRODUCT NAME
PRODUCT DESCRIPTION
LIST PRICE
DISCOUNT
PRICE
AMOUNT
318
IMAGERY-
Product includes: 3 -inch GSD oblique frame images (4-
$450.00
$382.50
$121,635.00
NEIGHBORHOOD - 4 -way
way), 3 -inch GSD orthogonal frame images, I -meter GSD
(15%—Long
(N5) (3in) Per Sector
ortho mosaic sector tiles and one area -wide 1 -meter GSD
Term Incentive
mosaic (ECW format). Orthogonal GSD: 0.25 feet/pixel;
Discount)
Nominal Oblique GSD (all values +/-10%): Front Line:
0.24 feet/pixel, Middle Line: 0.28 feet/pixel, Back Line:
0.34 feet/pixel.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
I
Pictometry Connect - CA -
Pictometry Connect - CA - 50 (Custom Access) provides
$2,200.00
$2,200.00
50
up to 50 concurrent authorized users the ability to login
and access the Pictometry-hosted custom imagery
libraries specified elsewhere in this Agreement via a web -
based, server -based or desktop integration. The default
deployment is through web -based Pictometry Connect.
Term commences on date of activation. The quantity
represents the number of years in the Connect tern.
Applicable Terms and Conditions: Online Services
General Terms and Conditions;Software License
Agreement
1
Pictometry Connect View -
Pictometry Connect View - CA (Custom Access) provides
$750.00
$750.00
CA
visualization -only access to the Pictometry-hosted custom
imagery libraries specified elsewhere in this Agreement
via a web application or server based integration. Requires
a customer -provided web application or server based
application. With respect to imagery available through
this product to third parties or the Public, Pictometry
reserves the right to reduce the resolution of the imagery
available. Term commences on date of activation. The
quantity represents the number of years in the Connect
term.
Applicable Terms and Conditions: Web Visualization
Offering Terms and Conditions
1
E-911 Interface -Unlimited
Perpetual License. Product enables system interface but
$15,000.00
$0.00
$0.00
Seats in all PSAPS
does not cover the actual integration. Licensee must
(100%)
engage third party to provide this integration.
Applicable Terms and Conditions: Order Form
1
Survey Report - Imagery
Available with corresponding imagery purchase. Product
$1,500.00
$0.00
$0.00
Project - Compiled To
Includes: Report signed/sealed by appropriately
(100%)
Accuracy Statement
credentialed personnel. Report details production
statistics including GPS/INS post processing and includes
an NSSDA compliant "Compiled To" accuracy statement.
Applicable Terms and Conditions: Order Form
1
State License Fee
State license fee.
$0.00
$0.00
A licable Terns and Conditions: Order Form
355
Mosaic - Area Wide (3in
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
(100%)
individual) Per Sector
tiles of 3 -inch GSD imagery. Tiles are provided "as is."
Refer to Product Parameters for additional details.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
Page 6 of 19 Indian River County, FL— C12535204 2019-10-15 DD -0002-20160318
355
Tiles - Standard Compressed
Available with purchase of corresponding tile product.
$4.00
$0.00
$0.00
(3in GSD; MrSID format)
New processing or re -processing to MrSID of individual
(100%)
Per Sector
tiles of 3 -inch GSD imagery. Tiles are provided "as is."
Refer to Product Parameters for additional details.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
355
Tiles - Standard (3in GSD;
Available with corresponding 3" GSD imagery purchase.
$20.00
$0.00
$0.00
TIFF format) Per Sector
3 -inch GSD Mosaic Tiles in TIFF Format. Tiles are
(100%)
provided "as is." Refer to Product Parameters for
additional details.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
37
IMAGERY-
Product includes: 3 -inch GSD oblique frame images (4-
$525.00
$0.00
$0.00
NEIGHBORHOOD - 4 -way
way), 3 -inch GSD orthogonal frame images, I -meter GSD
(100%)
(N5) (3in) Per Sector
ortho mosaic sector tiles and one area -wide 1 -meter GSD
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.
Applicable Terms and Conditions: Delivered Content
Terms and Conditions of Use
1
Media Drive Capacity 931 G -
External USB 2.0 / eSATA Externally Powered. Delivery
$199.00
$0.00
$0.00
Drive Model IT -
media prices include copying a complete image library
(100%)
EXTPOWER
onto media. Sub -warehousing sold separately.
ApplicableTerms and Conditions: Order Form
1
RapidAccess - Disaster
RapidAccess - Disaster Response Program is an
$0.00
$0.00
Response Program
emergency response program offering flights after an
emergency or disaster. Refer to the attached detailed
description of the Disaster Response Program.
Applicable Terms and Conditions: Order Form
1
Oblique Imagery Bundle
Includes digital copy of the Licensed Documentation for
$0.00
$0.00
with One (1) Year of EFS
the License Software, two (2) End User Training
Maintenance & Support
Sessions, one (1) Advanced User Technical Training, one
(1) Administration / IT Training Session, five (5) hours of
telephone support, one copy of Pictometry 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 one
years from the initial date of shipment of the EFS
software, along with a copy of the updated
documentation.
Applicable Terms and Conditions: Software License
Agreement
1
Pictometry Connect -
Pictometry Connect - EarlyAccess provides authorized
$10,000.00
$0.00
$0.00
EarlyAccess
users the ability to login and access the imagery, as
(100%)
specified elsewhere in this agreement, immediately
following its preliminary processing and quality control
checks and prior to its final processing. Early Access
imagery will become available in CONNECT Explorer
incrementally as it is processed and it will remain
available until final, fully processed imagery is made
available through other means. This offering requires an
active Pictometry CONNECT account and the current
purchase of access to an imagery product.
Applicable Terms and Conditions: Online Services
General Terms and Conditions
SUBTOTAL — THIRD PROJECT $124,585.00
Thank you for choosing Pictometry as your service provider. TOTAL $373,755.00
Amount per product= ((1 -Discount %) * Qty * List Price)
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 due under this Agreement including, but not
limited to, attorneys' fees and court costs.
FIRST PROJECT
Page 7 of 19 Indian River County, FL — C 12535204 2019-I0-15 DD -0002-20160318
Due at Initial Shipment of Imagery
Total Payments
SECOND PROJECT
Due at Initial Shipment of Imagery
Total Payments
THIRD PROJECT
Due at Initial Shipment of Imagery
Total Payments
PRODUCT PARAMETERS
FIRST PROJECT
IMAGERY
Product:
Leaf.-
Product:
Leaf.-
CONNECT
Product:
Admin User Name:
Admin User Email:
Geofence:
Product:
Admin User Name:
Admin User Email:
Geofence:
SECOND PROJECT
IMAGERY
Product:
Leaf.-
Product:
eaf
Product:
Leaf.-
CONNECT
eafCONNECT
Product:
Admin User Name:
Admin User Email:
Geofence:
Product:
Admin User Name:
Admin User Email:
Geofence:
THIRD PROJECT
IMAGERY
Product:
Page 8 of 19
$124,585.00
$124,585.00
$124,585.00
$124,585.00
$124,585.00
$124,585.00
IMAGERY - NEIGHBORHOOD - 4 -way (N5) (3in) Per Sector
Leaf Off: Less than 30% leaf cover
IMAGERY - NEIGHBORHOOD - 4 -way (N5) (3in) Per Sector
Leaf Off: Less than 30% leaf cover
Pictometry Connect - CA - 50
William Rice
write@iregov.com
FL Bay FL Brevard FL Gulf FL Indian River (Primary Geofence) FL Okeechobee FL Osceola FL St
Lucie FL Palm Beach
Pictometry Connect View - CA
William Rice
write@ircgov.com
FL Bay FL Brevard FL Gulf FL Indian River (Primary Geofence) FL Okeechobee FL Osceola FL St.
Lucie FL Palm Beach
IMAGERY - NEIGHBORHOOD - 4 -way (N5) (3in) Per Sector
Leaf Off: Less than 30% leaf cover
IMAGERY - NEIGHBORHOOD - 4 -way (N5) (3in) Per Sector
Leaf Off: Less than 30% leaf cover
Pictometry Connect - CA - 50
William Rice
write@ircgov.com
FL Bay FL Brevard FL Gulf FL Indian River (Primary Geofence) FL Okeechobee FL Osceola FL St.
Lucie FL Palm Beach
Pictometry Connect View - CA
William Rice
write@ircgov.com
FL Bay FL Brevard FL Gulf FL Indian River (Primary Geofence) FL Okeechobee FL Osceola FL St.
Lucie FL Palm Beach
IMAGERY - NEIGHBORHOOD - 4 -way (N5) (3in) Per Sector
Indian River County, FL— C 12535204 2019-10-15 DD -0002-20160318
Leaf:
Leaf Off: Less than 30% leaf cover
Product:
IMAGERY - NEIGHBORHOOD - 4 -way (NS) (3in) Per Sector
Leaf:
Leaf Off: Less than 30% leaf cover
CONNECT
Product:
Pictometry Connect - CA - 50
Admin User Name:
William Rice
Admin User Email:
write@ircgov.com
Geofence:
FL Bay FL Brevard FL Gulf FL Indian River (Primary Geofence) FL Okeechobee FL Osceola FL St.
Lucie FL Palm Beach
Product:
Pictometry Connect View - CA
Admin User Name:
William Rice
Admin User Email:
write@ircgov.com
Geofence:
FL Bay FL Brevard FL Gulf FL Indian River (Primary Geofence) FL Okeechobee FL Osceola FL St.
Lucie FL Palm Beach
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 cutlines 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.
RapidAccess—Disaster Response Program ("DRP")
Customer is eligible for DRP described below from the Effective Date through the second anniversary of the initial Project delivery. Following
payment to Pictometry of amounts due with respect to each subsequent Project, Customer will be eligible for the then -current DRP for a period of
two years from delivery of such subsequent Project. Customer mast be in good -standing with Pictometry to maintain eligibility for DRP.
A. Disaster Coverage Imagery at No Additional Charge —Pictometry will, upon request of Customer and at no additional charge, provide
standard quality 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 DRP:
❑ Hurricane: areas affected by hurricanes of Category 2 and higher.
❑ Tornado: areas affected by tornados rated EF4 and higher.
❑ Terrorist: areas affected by damage from terrorist attack.
❑ Earthquake: areas affected by damage to critical infrastructure resulting from earthquakes measured at 6.0 or higher on the Richter scale.
❑ Tsunami: areas affected by damage to critical infrastructure resulting from tsunamis.
B. Discounted Rate —Coverage for areas affected by the events set forth above exceeding 200 square miles will be, subject to Pictometry resource
availability, offered to Customer at the then current DRP rates. Also, coverage for areas affected by hurricanes below Category II, tornadoes
below EF4 or earthquakes rated below 6.0 on the Richter scale will be, subject to Pictometry resource availability, offered to Customer at the
then current DRP rates.
C. Online Services – Use of Pictometry Connect Explorcem – Pictometry's DRP includes the use of Connect Explorer for a term of ninety days
from the date of delivery of the DRP imagery. Customer shall have access to the DRP imagery for as long as they maintain an active Connect
account.
Page 9 of 19
Indian River County, FL — C 12535204 2019-10-15
DD -0002-20160318
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) 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 orjpg 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.
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
Page 10 of 19 Indian River County, FL— C12535204 2019-10-15 DD -0002-201603 18
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 I I of 19 Indian River County, FL— C12535204 2019-10-15 DD -0002-20160318
SECTION B LICENSE TERMS
PICTOMETRY ONLINE SERVICES
GENERAL TERMS AND CONDITIONS
These Pictometry Online Services General Terms and Conditions (the "General Terms and Conditions"), in combination with the corresponding Pictometry order form,
if any, collectively constitute the license agreement (the "License Agreement") that governs your use of the Pictometry online services (the "Online Services"), the
images available in the Online Services, and all associated metadata and data layers included in, provided with, or derived from those images (the "Licensed Content")
provided by Pictometry International Corp. and its affiliated companies (collectively, "Pictometry"). The terms "you" and `your" in uppercase or lowercase shall mean
the individual, entity (e.g., corporation, limited liability company, partnership, sole proprietor, etc.) or government agency entering into the License Agreement.
1. GRANT OF RIGHTS; RESTRICTIONS ON USE; OWNERSHIP
1.1 You are granted a nonexclusive, nontransferable, limited right to access and use the Online Services and the Licensed Content obtained or derived from the
Online Services solely for your internal business purposes and not for resale or redistribution. The rights granted to you include, subject to the restrictions set
forth below and on the Order Form, the right to copy limited portions of the Licensed Content onto your computer to facilitate preparation of hardcopies and
work product records, and the right to make hardcopies of the Licensed Content, provided that the Licensed Content and the permitted copies thereof may
not be sold, leased, loaned, distributed, or copied for use by anyone other than you.
1.2 You may not make the Online Services available to any other party.
1.3 You may not copy the Licensed Content or portions thereof onto any computer or storage device or media for the purpose of creating or maintaining one or
more databases of that content for use in substitution for subsequent access to the content through the Online Services.
1.4 You may not distribute or otherwise make available any Licensed Content to Google or its affiliates, either directly or indirectly.
1.5 You may not exploit the goodwill of Pictometry, including its trademarks, service marks, or logos, without the express written consent of Pictometry.
1.6 You may not remove, alter or obscure copyright notices or other notices contained in the Licensed Content.
1.7 You may not offer any part of the Online Services or the Licensed Content for commercial resale or commercial redistribution in any medium.
1.8 You may not use the Online Services or the Licensed Content to compete with any businesses of Pictometry.
1.9 You may not use information included in the Online Services or the Licensed Content to determine an individual consumer's eligibility for (a) credit or
insurance for personal, family, or household purposes; (b). employment; or (c) a government license or benefit. The term "consumer" is defined in the United
States Fair Credit Reporting Act at 15 USC § 1681.
1.10 You may not access the Online Services via mechanical, programmatic, robotic, scripted or any other automated means. Unless otherwise agreed by
Pictometry in writing, use of the Online Services is permitted only via manually conducted, discrete, human -initiated individual search and retrieval
activities.
1.11 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the Online Services and the Licensed Content in all
media belong to Pictometry or its third party suppliers. Neither you nor any users of the Online Services or the Licensed Content acquire any proprietary
interest in the Online Services, the Licensed Content, or any copies thereof, except the limited use rights granted herein.
2. ACCESS TO SERVICES
2.1 Only you, your employees, and temporary or contract employees dedicated to performing work exclusively for you (each, an "Eligible User and
collectively, the "Eligible Users") are eligible to access and use the Online Services and the Licensed Content pursuant to the License Agreement. Each
Eligible User to be provided access to the Online Service shall be assigned a unique login/password ("Pictometry Credential") for purposes of accessing the
Online Services. You agree that each Pictometry Credential shall only be used by the Eligible User to whom it was originally assigned and that Pictometry
Credentials may not be shared with, or used by, any other person, including other Eligible Users. You will promptly deactivate an Eligible User's
Pictometry Credential in the event the Eligible User no longer meets the eligibility requirements or you otherwise wish to terminate the Eligible User's
access to the Online Services. You are responsible for all use of the Online Services accessed with Pictometry Credentials issued to your Eligible Users,
including associated charges, whether by Eligible Users or others. You will use reasonable commercial efforts to prevent unauthorized use of Pictometry
Credentials assigned to your Eligible Users and will promptly deactivate any Pictometry Credentials you suspect are lost, stolen, compromised, or misused.
2.2 The Online Services, the Licensed Content, and features and functionality within the Online Services may be enhanced, added to, withdrawn, or otherwise
changed by Pictometry without notice.
2.3 You are aware and understand that any user data collected or stored by the Online Services may be accessed by US law enforcement agencies under the US
PATRIOT Act. You hereby release, and agree to hold Pictometry harmless from, all claims against Pictometry with respect to such access.
3. DISCLAIMERS
3.1 The Online Services and the Licensed Content are provided for visualization purposes only, are not authoritative or definitive, and do not constitute
professional engineering or surveying services.
3.2 The Online Services and the Licensed Content are not to be relied upon to precisely locate or determine property boundaries and should not be used in lieu
of a professional survey where the accuracy of measurements, distance, height, angle, area and volume, may have significant consequences.
3.3 All measurements and reports generated by the Online Services or from the Licensed Content are based upon second order visualization and measurement
data that do not provide authoritative or definitive measurement results suitable for professional engineering or surveying purposes.
3.4 Contour information obtained from the Online Services or contained in the Licensed Content is generated from undersampled elevation data, is provided for
informational purposes only, and is not suitable for use as the basis for hydrographic computations, estimations or analyses.
3.5 While the Online Services and the Licensed Content may be considered useful supplements for life critical applications, they are not designed or maintained
to support such applications and Pictometry and its third party suppliers of the Online Services and the Licensed Content hereby disclaim all liability for
damages claims and expenses arising from such use.
3.6 Your reliance on the Online Services and the Licensed Content should only be undertaken after an independent review of their accuracy, completeness,
efficacy, timeliness and adequacy for your intended purpose.
3.7 Pictometry and each third party supplier of any portion of the Online Services or the Licensed Content assume no responsibility for any consequences
resulting from the use of the Online Services or the Licensed Content.
3.8 Pictometry and each third party supplier of any portion of the Online Services or the Licensed Content hereby disclaim all liability for damages, claims and
expenses arising from or in any way related to the accuracy or availability of the Online Services and the Licensed Content.
3.9 By accepting these General Terms and Conditions or by using the Online Services or the Licensed Content, you waive any and all rights you may have
against Pictometry, each third party supplier of any portion of the Online Services or the Licensed Content, and each of their directors, officers, members and
employees, arising out of use of or reliance upon the Online Services or the Licensed Content.
4. LIMITED WARRANTY
Page 12 of 19 Indian River County, FL — C 12535204 2019-10-15 DD -0002-20160318
4.1 Pictometry represents and warrants that it has the right and authority to make the Online Services and the Licensed Content available to you and your
Eligible Users as authorized expressly by this License Agreement.
4.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 4. 1, THE ONLINE SERVICES AND LICENSED CONTENT ARE PROVIDED ON AN "AS IS"
"AS AVAILABLE" BASIS AND PICTOMETRY AND EACH THIRD PARTY SUPPLIER OF LICENSED CONTENT EXPRESSLY DISCLAIM ALL
OTHER WARRANTIES', INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5. LIMITATION OF LIABILITY
5.1 No Covered Party (as defined below) shall be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or
omissions from the Online Services or the Licensed Content, (b) the unavailability or interruption of the Online Services or any features thereof or the
Licensed Content, (c) your or an Eligible User's use of the Online Services or the Licensed Content, (d) the loss or corruption of any data or equipment in
connection with the Online Services or the Licensed Content, (e) the content, accuracy, or completeness of the Licensed Content, all regardless of whether
you received assistance in the use of the Online Service from a Covered Party, (f) any delay or failure in performance beyond the reasonable control of a
Covered Party, or (g) any content retrieved from the Internet even if retrieved or linked to from within the Online Services.
5.2 "Covered Party" means (a) Pictometry and any officer, director, employee, subcontractor, agent, successor, or assign of Pictometry; and (b) each third party
supplier of any Licensed Content, third party alliance entity, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of
any third party supplier of any Licensed Content or third party alliance entity and their affiliates.
5.3 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF
THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES OR THE
LICENSED CONTENT OR THIS LICENSE AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT
YOU PAID FOR THE ONLINE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.
YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE
AGAINST ANY COVERED PARTY.
5.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR
ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE ONLINE
SERVICES, THE LICENSED CONTENT, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING
LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY'S INDEMNITY OBLIGATIONS OR YOUR (AND YOUR ELIGIBLE USERS')
INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO PICTOMETRY OR ITS
THIRD PARTY SUPPLIERS.
5.5 Notwithstanding anything to the contrary in this Section 5:
(a) If there is a breach of the warranty in Section 4.1 above, then Pictometry, at its option and expense, shall either defend or settle any action and hold you
harmless against proceedings or damages of any kind or description based on a third party's claim of patent, trademark, service mark, copyright or
trade secret infringement related to use of the Online Services or the Licensed Content, asserted against you by such third party provided: (i) all use of
the Online Services and the Licensed Content was in accordance with this License Agreement; (ii) the claim, cause of action or infringementwas not
caused by you modifying or combining the Online Services or the Licensed Content with or into other products, applications, images or data not
approved by Pictometry; (iii) you give Pictometry prompt notice of such claim; and (iv) you give Pictometry the right to control and direct the
investigation, defense and settlement of such claim. You, at Pictometry's expense, shall reasonably cooperate with Pictometry in connection with the
foregoing.
(b) In addition to Section 5.5(a), if the Online Services, the operation thereof or the Licensed Content become, or in the opinion of Pictometry are likely to
become, the subject of a claim of infringement, Pictometry may, at its option and expense, either: (i) procure for you the right to continue using the
Online Services or the Licensed Content; (ii) replace or modify the Online Services or the Licensed Content so that they become non -infringing; or (iii)
terminate the License Agreement on notice to you and grant you a pro -rata refund or credit (whichever is applicable) for any pre -paid fees or fixed
charges.
(c) The provisions of Sections 5.5(a) and (b) shall constitute your sole and exclusive remedy for the respective matters specified therein.
6. MISCELLANEOUS
6.1 The terms and conditions of this License Agreement may be changed from time to time immediately upon notice to you. If any changes are made to this
License Agreement, such changes will: (a) only be applied prospectively; and (b) not be specifically directed against you or your Eligible Users but will
apply to all similarly situated Pictometry customers using the Online Services. You may terminate this License Agreement upon written notice to
Pictometry if any change to the terms and conditions of this License Agreement is unacceptable to you. For termination to be effective under this Section
6. 1, written notice of termination must be provided to Pictometry within 90 days of the effective date of the change. Continued use of the Online Services
following the effective date of any change constitutes acceptance of the change, but does not affect the foregoing termination right. Except as provided
above, this License Agreement may not be supplemented, modified or otherwise revised unless signed by duly authorized representatives of both parties.
Furthermore, this License Agreement may not be supplemented, modified or otherwise revised by email exchange, even if the email contains a printed name
or signature line bearing signature -like font. The foregoing does not prohibit the execution of electronic contracts bearing electronic signatures of authorized
representatives of both parties, provided such signatures include digital certifications or are otherwise authenticated.
6.2 In the event of a breach of this License Agreement by you, any Eligible User or someone using the Pictometry Credential of an Eligible User, Pictometry
may temporarily suspend or discontinue providing access to the Online Services to any or all Eligible Users without notice and Pictometry may pursue any
other legal remedies available to it.
6.3 All notices and other communications hereunder shall be in writing or displayed electronically in the Online Services by Pictometry. Notices shall be
deemed to have been properly given on the date deposited in the mail, if mailed; on the date first made available, if displayed in the Online Services; or on
the date received, if delivered in any other manner. Legal notices to Pictometry should be sent to Pictometry, Attn: General Counsel, 25 Methodist Hill
Drive, Rochester, New York 14623.
6.4 The failure of you, Pictometry, or any third party supplier of the Online Services or any Licensed Content to enforce any provision hereof shall not constitute
or be construed as a waiver of such provision or of the right to enforce it at a later time.
6.5 Neither you nor any Eligible User may assign or otherwise transfer your rights or delegate your duties under this License Agreement without the prior
written consent of Pictometry. Any attempt by you or any Eligible User to assign, transfer or delegate your rights or obligations under this License
Agreement without Pictometry's consent shall be void, and shall also void the limited license granted to you by this License Agreement. This License
Agreement and any amendment thereto shall be binding on, and will inure to the benefit of the parties and their respective successors and permitted assigns.
6.6 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.
Unless you are a government entity, in the event that any legal proceedings are commenced with respect to any matter arising under this License Agreement,
the parties specifically consent and agree that the courts of the State of New York or, in the alternative, the Federal Courts located in the State of New York
Page 13 of 19 Indian River County, FL — C 12535204 2019-10-15 DD -0002-20160318
shall have exclusive jurisdiction over each of the parties and over the subject matter of any such proceedings, and that the venue of any such action shall be
in Monroe County, New York or the U.S. District Court for the Western District of New York, as applicable.
6.7 This License Agreement will be enforced to; the fullest extent permitted by applicable law. If any provision of this License Agreement is held to be invalid or .
unenforceable to any extent, then (a) such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid,
enforceable and consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision of this License Agreement.
6.8 Where applicable, each affiliated company of Pictometry and each third party supplier of the Online Services or any Licensed Content has the right to assert
and enforce the provisions of this License Agreement directly on its own behalf as a third party beneficiary.
6.9 In the event of a breach of your obligations under this License Agreement or your payment obligations with respect to access to the Online Services or the
Licensed, Content, you agree to pay all of Pictometry's costs of enforcement and collection, including court costs and reasonable attorneys' fees.
6.10 This License Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior -written or
verbal communications, representations, proposals or quotations relating to that subject matter.
[END OF ONLINE SERVICES GENERAL TERMS AND CONDITIONS]
Indian River County, FL — C 12535204 2019-10-15
DD -0002-20160318
SECTION B
PICTOMETRY SOFTWARE
LICENSE AGREEMENT
LICENSE TENS
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.
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 15 of 19 Indian River County, FL — C 12535204 2019-10-15 DD -0002-20160318
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. -
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 tern 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 parry hereunder.
H. Entire Agreement; Construction. This License contains the entire understanding of the 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 16 of 19 Indian River County, FL — C 12535204 2019-1045 DD -0002-20160318
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
11. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 1199 FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
(772) 226-1424
publicrecords@ircgov.com
Indian River County Office of the County Attorney
1801 27th Street
Vero Beach, FL 32960
12. TERMINATION IN REGARDS TO F.S. 287.135: CONTRACTOR certifies that it and those related entities of
CONTRACTOR as defined by Florida law are not on the Scrutinized Companies that Boycott Israel List; created
pursuant to s. 215.4725 of the. Florida Statutes, and are not engaged in a boycott of Israel. In addition, if this agreement is
for goods or services of one million dollars or more, CONTRACTOR certifies that it and those related entities of
CONTRACTOR as defined by Florida law are not on the Scrutinized Companies with Activities in Sudan List or the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473 of
the Florida Statutes and are not engaged in business operations in Cuba or Syria.
OWNER may terminate this Contract if CONTRACTOR is found to have submitted a false certification as provided
under section. 287.135(5); Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or
the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business
operations in Cuba or Syria, as defined by section 287.135, Florida Statutes.
OWNER may terminate this Contract if CONTRACTOR, including all wholly owned subsidiaries, majority-owned
subsidiaries, and parent companies that exist for the purpose of making profit, is found to have been placed on the
Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725,
Florida Statutes.
[END OF NON-STANDARD TERMS AND CONDITIONS]
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