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ARTICLE V - CITIES ARE NOT SUBLICENSEES OF THE COUNTY Nothing in this Agreement creates an agency relationship between the County and the Cities with regard to the License Agreement (Exhibit 1). By signing this Agreement each City fully accepts the terms of the License Agreement on behalf of itself and its employees. The County does not have any obligation to the Cities with regard to licensing or the actual installation and/or use of Pictometry's Licensed Products by the City. ARTICLE VI- MUTUAL INDEMNIFICATION Each party to this Agreement shall be liable for its own acts and the results thereof to the extent authorized by law and shall not be responsible for the acts of any other party, its officers, employees or agents. Each party hereby agrees to indemnify, hold harmless and defend the other, its officers and employees against any and all liability, loss, costs, damages, expenses, claims or actions, including attorney's fees which the other, its officers and employees may hereafter sustain, incur or be required to pay, arising out of or by reason of any act or omission of the party, its agents, servants or employees, in the execution, performance, or failure to adequately perform its obligations pursuant to this Agreement. . ARTICLE VII- DEFAULT MAJEURE No party shall be liable to any other party for any loss or damage resulting from a delay or failure to perform due to unforeseeable acts or events outside the defaulting party's reasonable control, providing the defaulting party gives notice to the other party as soon as possible. Acts and events may include acts of God, acts of terrorism, war, fire, flood, epidemic, acts of civil or military authority, and natural disasters. ARTICLE VII- TERMINATION In the event Pictometry's Licensed Products are no longer available to the County and Cities in accordance with the License Agreement, the County and Cities agree to work together to determine appropriate actions to take. In the event the County recovers payments from Pictometry, th.e money recovered will be disbursed proportional to the contributions made for Pictometry's Licensed Products under this Agreement. ARTICLE VIII - AUTHORIZED REPRESENTATIVES AND LIAISONS FOR THE PARTIES 8.1 AUTHORIZED REPRESENTATIVES. The named persons that have executed this Agreement on behalf of the County and each City are designated the authorized representatives of parties for purposes of this Agreement. These persons have authority to bind the party they represent and to consent to modifications and subcontracts, except that, as to the County and Cities, the authorized representative shall have only the authority specifically or generally granted by their respective governing boards. 8.2 LIAISONS. To assist the parties in the day-to-day performance of this Agreement and to develop service, ensure compliance and provide ongoing consultation, a liaison shall be designated by the County and the Cities. Notification required to be provided pursuant to this Agreement shall be provided to the named person and address listed below for the County, and shall be provided to the named persons and addresses listed on each City's signature page of this Agreement, unless otherwise stated in a modification of this Agreement. The parties shall keep each other continually informed, in writing, of any change in the designated liaison. The County's liaison is: County liaison: Telephone: Email Address: Randy Knippel or successor, Office of GIS 952-891-7080 randy. knippel@co.dakota.mn.us ARTICLE IX - GENERAL PROVISIONS 9.1. MODIFICATIONS. Any alterations, variations, modifications, or waivers of the provisions of this Agreement shall only be valid when they have been reduced to writing, signed by authorized representatives of the County and Cities. JOINT POWERS COST SHARE AGREEMENT FOR PICTOMETRYINTERNA TIONAL CORPORATION GENERAL LICENSE TERMS AND CONDITIONS K:K04-848 .., .J