Okaloosa County BOCC — November 3, 2015 — Pictometry Contract

AGREEMENT BETWEEN PICTOMETRY INTERNATIONAL CORP. ("Pictometry") AND OKALOOSA COUNTY, FL ("Customer") I. This .order fQrm ("Order FQrm"), in cQmbinatiQn with the CQntract cQmpQnents listed belQw: SectiQn A: PrQduct DescriptiQns, Prices and Payment Terms SectiQn B: License Terms: • Delivered CQntent Terms and CQnditiQns .of Use • Online Services General Terms and CQnditiQns • SQftware License Agreement SectiQn C: NQn-Standard Ten11s and CQnditiQns Appendix 1: PhQtQgrammetric PrQduct SpecificatiQns (all .of which, cQllectively, cQnstitute this " Agreement") set fQrth the entire understanding between PictQmetry and CustQmer with respect tQ the subject matter hereQf and supersedes all priQr representatiQns, agreements and arrangements, whether .oral .or written, relating tQ the subject matter hereQf. Any mQdificatiQns tQ this Agreement must be made in writing and be signed by duly authQrized .officers .of each party. Any purchase .order .or similar dQcument issued by CustQmer in cQnnectiQn with this Agreement is issued sQlely fQr CustQmer's internal administrative purpQses and the terms and cQnditiQns set fQrth .on any such purchase .order shall be .of nQ fQrce .or effect as between the parties. 2. In the event .of any cQnflict amQng any CQntract cQmpQnents cQmprising this Agreement, .order .of precedence fQr resQlving such cQnflict shall be, frQm highest (i.e., supersedes all .others) tQ IQwest (i.e., subQrdinate tQ all .others): NQn-Standard Terms and CQnditiQns; PhQtQgrammetric PrQduct SpecificatiQns; PrQduct DescriptiQns, Prices and Payment Terms; License Terms in .order as listed abQve under the heading 'SectiQn B: License Terms ' ; and Order FQrm . 3. All nQtices under this Agreement shall be in writing and shall be sent tQ the fQlIQwing respective addresses: CUSTOMER NOTICE ADDRESS PICTOMETRY NOTICE ADDRESS 1250 Eglin Pkwv N Stc 303 100 Town Centre Drive, Suite A Shalimar, Florida 32579 Roches ter, NY 14623 Attn: Dan Sumbencdctto. GIS Mana&er Attn : Contract Administration Phone: (850) 651-7570 Fax: (850)651-7142 Phone: (585 ) 486-0093 Fax: (585) 486-0098 Either party may change their respective nQtice address by giving written nQtice .of such change tQ the .other party at the .other party's then-current nQtice address. NQtices shall be given by any .of the fQllQwing methQds: persQnal delivery; reputable express cQurier prQviding written receipt; .or PQstage-paid certified .or registered United States mail, return receipt requested. NQtice shall be deemed given when actually received .or when delivery is refused. 4. This Agreement, including all licenses granted pursuant tQ it, shall be binding UPQn and inure tQ the benefit .of the parties heretQ, their succeSSQrs and permitted assigns, but shall nQt be assignable by either party except that (i) PictQmetry shall have the right tQ assign its right tQ receive Fees under this Agreement, prQvided nQ such assignment shall affect PictQmetry's QbligatiQns hereunder, and (ii) PictQmetry shall have the right tQ assign all its rights under this Agreement tQ any persQn .or entity, prQvided the assignee has assumed all .of PictQmetry's .obligations under this Agreement. 5. IN NO EVENT SHALL EITHER PARTY BE LIABLE, UNDER ANY CAUSE OF ACTION OF ANY KIND ARlSING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING UNDER THEORlES INVOL VING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR BREACH OF WARRANTY), FOR ANY LOST PROFITS OR FOR ANY INDIRECT, INC [DENTAL,