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03-0630_POUNTNEY CONSULTING GROUP_License Agreement (Orthophoto)CITY OF SAN JUAN CAPISTRANO AGREEMENT FOR LICENSE OF ORTHOPHOTO THIS AGREEMENT is entered into as of the 30th day of June, 2003 by and between the THE CITY OF SAN JUAN CAPISTRANO, hereinafter called "CSJC", and Pountney Consulting Group, Inc., hereinafter called "LICENSEE". RECITALS: A. CSJC 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 CSJC. 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 CSJC and CSJC 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 E9. NOW, THEREFORE, in consideration of the foregoing Recitals, CSJC hereby grants to LICENSEE a revocable license to use CSJC'S Orthophoto under the terms and conditions hereinafter set forth: 1. Term. The term of this License shall commence on June 30, 2003, and continue until the LICENSEE is in breach of this agreement. 2. Consideration. LICENSEE shall pay CSJC the amount determined by the CSJC'S Board, payable upon receipt of Orthophoto files from CSJC. 3. Ownership and Permitted Use. LICENSEE acknowledges that the Orthophoto is the property of the CSJC and that its use by LICENSEE, or the LICENSEE'S subcontractors or Clients is limited to development, design and related uses for LICENSEE'S projects. 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 CSJC. 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. Agreement for Licenso Orthophoto • Page 2 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 CSJC based upon any alleged defects or inaccuracies of the Orthophoto. In addition, LICENSEE shall indemnify, save and defend, the CSJC, 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 CSJC 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 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Pountney Consulting Group, Inc. 4455 Murphy Canyon Road, #200 San Diego, CA 92123-4379 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 CSJC shall be entitled to recover all reasonable attorney's fees, costs and expenses incurred by the prevailing party. Agreement for License Orthophoto • Page s IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. 0 LIM "CSJC" Manager ATTEST: Mar art R. Monohan, City Clerk AS TO FORM: • 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 (FAX) ivwiv.sanjuancapistrano. org July 23, 2003 Pountney Consulting Group, Inc. 4455 Murphy Canyon Road, #200 San Diego, CA 92123 Dear Sir or Madam: Muumno Houma I 1961 1776 MEMBERS OF THE CITY COUNCIL DIANE L BATHGATE JOHN S. GELFF MATT HART JOESOTO DAVID M. SWERDLIN CITY MANAGER GEORGESCARBOROUGH Please find enclosed an original, 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 Ci Cler enclosed: Agreement cc: Ron Cast, Engineering Technician Amy Amirani, Public Works Director DRUG USE IS San Juan Capistrano: Preserving the Past to Enhance the Future