ORANGE COUNTY DATAORANGE COUNCIL OG GOVERNMENTS AND SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS

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DocuSign Envelope ID: FC3F95A4-gA51.4664-B415.344D1AA47C6B LAC EXTERNAL ENTITY AGREEMENT BETWEEN PICTOMETRY INTERNATIONAL CORP. ("Pictometry") AND SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS ("SCAG" OR "CUSTOMER") Whereas, Pictometry is a party to an Agreement By and Between County of Los Angeles and Pictometry for Digital Aerial Data dated December 2013 (the "LAC Agreement"); and Whereas the LAC Agreement provides that an External Entity (as defined in the LAC Agreement) may license or otherwise acquire rights to digital aerial data outside of Los Angeles County pursuant to or based upon the pricing and/or other terms set forth in Exhibit C (Schedule for External Entities) of the LAC Agreement; and Whereas, Customer meets the criteria necessary to be an External Entity; and Whereas, Customer wishes to obtain certain Pictometry products and services as an External Entity based upon the LAC Agreement; Now therefore, Customer and Pictometry hereby agree as follows: 1. This order form C' r er Fo "), in combination with certain provisions of the LAC Agreement identified below and the contract components listed below and attached hereto: Section A: Product Descriptions, Prices and Payment Terms Section B: Non -Standard Terms and Conditions Appendix 1: Photogrammettic Product Specifications Sector Map (all of which, collectively, constitute the "SCAG Agreement % which sets 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. Modifications to the SCAG 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 SCAG 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 the SCAG 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 (if any), Photogrammetric Product Specifications (if any), and Order Form (including provisions incorporated from the LAC Agreement). 3, All notices under the SCAG Agreement shall be in writing and shall be sent to the following respective addresses: -.-CUSTOIYIER NOTICE ADDRESS .,.. ... , ... .. �. ,iPJCTOMETRY NOTICEADDRESS 900 Wilshire Blvd. 25 Methodist Hill Drive Ste. 1700 Rochester, NY 14623 Los Angeles, CA 90017 Ann: Contract Administration Attn: Basil Panes, Chief Financial Officer Phone: (585) 486.0093 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. All of the SCAG 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 the SCAG Agreement, provided no such assignment shall affect Pictometry's obligations hereunder, and (ii) Pictometry shall have the right to assign all its rights under the SCAG Agreement to any person or entity, provided the assignee has assumed all of Pictometry's obligations under the SCAG Agreement. 5. Customer shall have the rights set forth in Section 10 of the LAC Agreement to use the products and services described in Section SCAG—External Entity Fomr_C 11074408_June 17, 2020 1 or 10