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04-0105_DAVID VOLZ DESIGN_License Agreement (Orthophoto)CITY OF SAN JUAN CAPISTRANO AGREEMENT FOR LICENSE OF ORTHOPHOTO THIS AGREEMENT is entered into as of the 5th day of January 2004 by and between the CITY OF SAN JUAN CAPISTRANO, hereinafter called "THE CITY", and David Volz Design, hereinafter called "LICENSEE". RECITALS: A. THE CITY is the owner of a 0.5 -foot resolution Orthophoto with 2 -foot elevation contours of the incorporated area of the City of San Juan Capistrano, and the THE CITY. B. The Orthophoto is broken into tiles representing a physical area of 2,800 feet by 1,800 feet. C. LICENSEE desires to acquire from THE CITY and THE CITY desires to grant LICENSEE a non-exclusive right and sub -licensee to use the Orthophoto containing all or portions of the Orthophoto. Specifically the LICENSEE desires to acquire tiles C6, C7, C8, C9, D7, D8, D9, D10. NOW, THEREFORE, in consideration of the foregoing Recitals, THE CITY hereby grants to LICENSEE a revocable license to use THE CITY'S Orthophoto under the terms and conditions hereinafter set forth: 1. Term. The term of this License shall commence on the signed agreement date, and continue until the LICENSEE is in breach of this agreement. 2. Consideration. LICENSEE shall pay THE CITY the amount of one dollar and no cents ($1.00), payable upon receipt of Orthophoto files from THE CITY. 3. Ownership and Permitted Use. LICENSEE acknowledges that the Orthophoto is the property of the THE CITY and that its use by LICENSEE, or the LICENSEE'S subcontractors or Clients is limited to work on the project titled Camino Capistrano Corridor. LICENSEE agrees that it, its subcontractors, or its Clients will not transmit, sell, re -sell, or otherwise disclose in digital format the Orthophoto, or any portion Orthophoto tiles to other parties without the express written permission of the THE CITY. Agreement for License of Orthophoto Page 2 4. Native Formats. LICENSEE understands that the Orthophoto contours are formatted in AutoCAD, Version 14, drawing ('.dwg) format, a product of AutoDesk; and the image file is formatted in MrSIDs format. 5. Accuracy and Completeness. LICENSEE acknowledges that it understands the stated levels of accuracy and completeness of the Orthophoto and the Orthophoto tiles. LICENSEE agrees that it will use the Orthophoto only for purposes that are commensurate with Orthophoto levels of accuracy and completeness. 6. Waiver and Hold Harmless. LICENSEE, by acceptance of the Orthophoto, hereby acknowledges and agrees that LICENSEE waives any all claims against the THE CITY based upon any alleged defects or inaccuracies of the Orthophoto. In addition, LICENSEE shall indemnify, save and defend, the THE CITY, its officers and employees harmless from any and all or claims or liabilities that may arise from LICENSEE'S exercise of its right under this License Agreement. 7. Entire Agreement. This Agreement constitutes the only agreement between the THE CITY and LICENSEE relating to license of the Orthophoto, and extensions, amendments or changes shall accordingly be made by written agreement of the parties. 8. Notices. Any notices to be made pursuant to this Agreement shall be sent to: The City of San Juan Capistrano Director of Public Works Post Office Box 967 San Juan Capistrano, CA 92693-0967 David Volz 17050 Bushard St., Suite 300 Fountain Valley, CA. 92708 LJ Agreement for License of Orthophoto Page 3 9. Attorney's Fees. In the event any legal action or proceeding is commenced to enforce the terms of, or the obligations of the LICENSEE arising under this Agreement, the THE CITY shall be entitled to recover all reasonable attorney's fees, costs and expenses incurred by the prevailing party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. ATTEST: "THE CITY' By: Dave F. Adams, City Manger "LICENSEE" B R. Monahan, City Clerk D AS TO FORM: • 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAx www, sanjuancapistrano. org January 13, 2004 David Volz Design 1750 Bushard Street, Ste 300 Fountain Valley, CA 92708 Dear Mr. Volz: IA(AARAIifB � uneusem I 1961 1776 MEMBERS OF THE CITY COUNCIL C�71�1!.lmlNi7 DIANE L. BATHGATE JOHN S. GELFF WYATT HART JOE SOTO DAVID M. SWERDLIN DAVE ADAMS Please find enclosed a copy of a fully executed, agreement for License of Orthophoto. Please coordinate the terms and use of this license with the project manager, Ron Cast, Engineering Technician (949) 487-4314, Yours truly, M Mon han, CMC C1 Cie enclosed: Agreement cc: Ron Cast, Engineering Technician Amy Amirani, Public Works Director San Juan Capistrano: Preserving the Past to Enhance the Future