Okaloosa County BOCC — November 3, 2015 — Pictometry Contract — reading text

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, 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 tQ any claims that CustQmer may have .or assert against PictQmetry .on any matter relating tQ this Agreement, the tQtal liability .of PictQmetry shall, in the aggregate, be limited tQ the aggregate amQunt received by PictQmetry pursuant tQ this Agreement. 7. The waiver by either party .of any default by the .other shall nQt waive subsequent defaults .of the same .or different kind. 8. In the event that any .of the prQvisiQns .of this Agreement shall be held by a CQurt .or .other tribunal .of cQmpetent jurisdictiQn tQ be unenfQrceable, such prQvisiQn will be enfQrced tQ the maximum extent permissible and the remaining PQrtiQns .of this Agreement shall remain in full fQrce and effect. Page 1 of IS Okaloosa County, FL - C170390 20 151007 CMT-0004 7-20150 121 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 PICTOMETRY OKALOOSA COUNTY, FL PICTOMETRY INTERNATIONAL CORP. (entity lYRe) a Delaware corpora p~", I SIGNATURE: SIGNATURE: (?< . . . . .{l---Q~~ __-­ NAME: NAME: L J yyla r . ~lA l1HbJ TITLE: DATE: EXECUTION DATE: /o1-fJ /'5" DATE OF RECEIPT (EFFEt l'IVE DATE) Page 2 of 15 Okaloosa County, FL - C 170390 20151007 CMT-0004 7-20150121 SECTION A PRODUCT DESCRIPTIONS, PRICES AND PAYMENT TERMS Pictometry International Corp. ORDER # 100 Town Centre Drive, Suite A I CI70390 I Rochester, NY 14623 BILL TO SHIP TO Okaloosa County, FL Okaloosa County, FL Dan Sambenedetto Dan Sambenedetto GIS Manager GIS Manager 1250 Eglin Pkwy N Ste 303 1250 Eglin Pkwy N Ste 303 Shalimar, Florida 32579 Shalimar, Florida 32579 J850) 651-7570 (850) 651-7570 dsambenedetto@co.okaloosa.fl.us dsambenedetto@co.okaloosa.fl.us CUSTOMER ID l SALES REP FREQUENCY OF PROJECT AI16552 ," COcca Triennial QTY PRODUCT NAME PRODUCT DESCRIPTION LIST PRICE DISCOUNT AMOUNT I PRICE (%) 571 AccuPLUS 9in - Existing Product includes : 9-inch GSD (0 .80ft) AccuPlus ortho $150.00 $85,650.00 DTM - FL DOR Specs - Per mosaic tiles (GeoTIFF format, delivered in bot h NAD83 Tiling Grid Square Mile and NAD83 HARN coordinate systems), 9-inch GSD oblique frame images (4-way), 9-inch GSD (nominal) orthogonal frame images, 9-inch GSD (0 .80ft) area-wide ortho mosaic (ECW & MrSID format, each delivered in both NAD83 and NAD83 HARN coordinate systems), 1­ meter GSD ortho mosaic sector tiles, one area-wide 1­ meter GSD mosaic (ECW fomlat), and FL required Survey Report with Compilcd To Accuracy Statement. Orthogonal GSD: 0.80 feet/pixel; Nominal Oblique GSD (all values +5/- j 0%): Front L,ine: 0. 74 feet/pixel, Middle Line 0.85 feet/pixel, Back Line: 1.00 feet/pixeL Ortho-mosaic accuracy: 2.65 ft. MISE (X or V) ; 6.5 ft NSSDA 95%; meets or exceeds NMAS & ASPRS Class I at 1"=200'. Pricing discountcd to reflect use of customer-provided DTM to support ortho-rectification (subject to Pictometry testing and validation). Refer to attached terms and conditions. I AccuPlus Imagery Bundle Includes digital copy of the Licensed Documentation for $0.00 SO.OO with Three (3) Years ofEFS the License Software, two (2) End User Training Sessions, Maintenance & Support one (I) Advanced User Technical Training, one ( I) Administration / IT Training Session, fifteen ( 15) 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 three years