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AGREEMENT BETWEEN PICTOMETRY INTERNATIONAL CORP. AND CABARRUS COUNTY, NC DESCRIPTION OF PRODUCTS (the "Products "): Section A: Licensed Products Section B: Product Terms, Conditions, and Specifications TERM OF AGREEMENT (the "Term "): Term of Agreement commences on the date of Shipment of the aforementioned Licensed Products and shall continue for the term defined on Section A to this Agreement. FEES AND PAYMENT TERMS (the "License Fees "): All fees referred to in this License Agreement and in any of its Sections are 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 exclusive of the license and other fees to be paid by Licensee to Pictometry and which duties, taxes and fees will be paid by Licensee without reducing any amount owed to Pictometry unless documentation of tax exemption is provided to Pictometry prior to billing. Any amount payable by Licensee that is not paid within 30 days after its invoice date will accrue interest at the rate of 1.5% per month or at the maximum lesser rate allowed by law. In addition to any applicable interest, Licensee will pay Pictometry all costs it incurs to collect any amount due under this License Agreement, including but not limited to, attorneys' fees and court costs. LICENSEE NOTICE ADDRESS PICTOMETRY NOTICE ADDRESS 65 Church St. 100 Town Centre Drive, Suite A Concord, NC 28075 Rochester, NY 14623 Attn: Debbie Brannan, ITS Director Attn: Director, Contract Administration Phone: 704 - 920 -2155 Fax: - - - - -- Phone: (585) 486 -0093 Fax: (585) 486 -0098 AGREEMENT: This Agreement, which includes this cover sheet and the Sections hereto (collectively, this "Agreement "), constitutes the entire agreement between Pictometry and Licensee with respect to the aforementioned Products and supersedes all prior representations, agreements or arrangements, whether oral or written, relating to the subject matter hereof. Any modifications of this Agreement must be in writing and signed by a duly authorized officer of each party. Any purchase order or similar document that Licensee may issue in connection with this Agreement will be for ordering purposes only and that any terms and conditions on such purchase order will be of no force or effect. In consideration of and subject to the payment by Licensee of the License Fees, Pictometry agrees to provide Licensee with access to and use of the Products, subject to the terms and conditions set forth in Section B and the Licensee's current License Agreement to this Agreement. Licensee hereby agrees to pay the License Fees in accordance with the stated payment terms and accepts and agrees to abide by the General License Agreement. This Agreement shall not become effective until signed by both duly authorized officers of Licensee and Pictometry. PARTIES: "LICENSEE" "PICTOMETRY" NAME: PICTOMETRY INTERNATIONAL CORP. (entity type) a Delaware Corporation SIGNATURE: SIGNATURE: NAME: NAME: TITLE: TITLE: DATE: DATE: ORIGINAL CONTRACT (HARD COPY) MUST BE RECEIVED BY PICTOMETRY WITHIN 10 DAYS FROM DATE OF SIGNING. Page 1 of 16 Cabarrus County, NC — C125085 20121219 CMT- 0000- 20121121 AAttac ment number 1 F -4 Page 37