01-1031_TETRA TECH, INC_Agr for License of OrthophotoCAPISTRANO VALLEY WATER DISTRICT
AGREEMENT FOR LICENSE OF ORTTHOPHOTO
THIS AGREEMENT is entered into as of they ay ofC" X00 1 by
and between the CAPISTRANO VALLEY WATER DISTRICT, hereinafter called
"DISTRICT", and _rC7YR %EC H Aj L. —,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 C13 -C16, D12 -D16, E12 -E13.
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
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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.
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Agreement for Licensc 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 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
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.
Agreement for Licenses of Orthophoto
Page s
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
"DISTRICT"
Manager
M:7' By:rt J. Ohlund, P. E.
Vice President
ATTEST:
APPRO I tFORM:-
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