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DMJM HARRISr CAPISTRANO VALLEY WATER DISTRICT AGREEMENT FOR LICENSE OF ORTHOPHOTO THIS AGREEMENT is entered into as of theS' day of Z% 200 2 by and between the CAPISTRANO VALLEY WATER DISTRICT, hereinafter called "DISTRICT", and DMJM HARRIS, hereinafter called "LICENSEE". RECITALS: A. DISTRICT 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 DISTRICT. 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 DISTRICT and DISTRICT 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 A13 -A14, B10-616, C10 -C16, D10 -D14. NOW, THEREFORE, in consideration of the foregoing Recitals, DISTRICT hereby grants to LICENSEE a revocable license to use DISTRICT'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; or until work is complete on the project. 2. Consideration. LICENSEE shall pay DISTRICT the amount of one dollar and no cents ($1.00), payable upon receipt of Orthophoto files from DISTRICT. 3. Ownership and Permitted Use. LICENSEE acknowledges that the Orthophoto is the property of the DISTRICT 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 DISTRICT. Agreement for LicenAof 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 DISTRICT based upon any alleged defects or inaccuracies of the Orthophoto. In addition, LICENSEE shall indemnify, save and defend, the DISTRICT, 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 DISTRICT 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: Capistrano Valley Water District Director of Public Works Post Office Box 967 San Juan Capistrano, CA 92693-0967 DMJM Harris Adnan Hindiyeh 999 Town & Country Road Orange, CA. 92868-4786 Agreement for Licen9of Orthophoto • Page a 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 DISTRICT 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. "LICENSEE" j I // ATTEST: A A J I I L✓vV�_ yet R. Mon@han, Clerk of the Board 0 32400 PA9EO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 (FAX) www. sanjuancapistrano. org May 6, 2002 DMJM Harris Adnan Hindiyeh 999 Town & Country Road Orange, CA 92868.4786 Dear Sir or Madam: ^� � IAf01lIIRO 1776 1 1961 1776 MEMBERS OF THE CITY COUNCIL DIANE L. BATHGATE COLLENE CAMPBELL JOHN S. GELFF MATT HART DAVID M. SWERDLIN CITY MANAGER GEORGE SCARBOROUGH Please find enclosed a fully executed Agreement for License of Orthophoto for your records. If you have questions or need assistance with this agreement, please contact Ron Cast, GIS Technician, (949) 487-4314. Sincerely, eg Mon an,CMC City ler (94 44 -6308 enclosure: agreement cc: Ron Cast, GIS Technician Amy Amirani, Public Works Director DIIUO USE San Juan Capistrano: Preserving the Past to Enhance the Future 1a