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CITY OF MOSCOW, IDAHO UTILITIES DATA LICENSE AGREEMENT The PARTIES to this City of Moscow, Idaho Utilities Digital Data License Agreement are City of Moscow, Idaho, a municipal corporation of the State of Idaho, (hereinafter referred to as "CITY") and TerraGraphics Environmental Engineering. lnc., (hereinafter referred to as "LICENSEE"). WHEREAS, CITY is engaged in the development of GIS digital orthophotography images (hereinafter referred to as "MATERIAL"); and . WHEREAS, LICENSEE desires to obtain the rights to all or portions of CITY'S MATERIAL for limited use. NOW, THEREFORE, in consideration of the premises, the sufficiency whereof is acknowledged by each of the Parties, it is agreed as follows: Section 1. Rights Granted. 1.1 CITY hereby grants LICENSEE a non-transferable, non-exclusive license to use CITY'S MATERIAL. 1.2 Except as otherwise provided in this Agreement, CITY does not transfer any right, title, or interest in the GIS digital orthophotography to LICENSEE. Section 2. License Fee. LICENSEE agrees to deposit zero dollars ($0.00) (hereinafter "deposit") as security to insure the return of MATERIAL to CITY within the time allowed by Section 3 of this Agreement. Failure to return MATERIAL to CITY in accordance with Section 3 of this Agreement shall result in the immediate and automatic forfeiture of the deposit to CITY. Should such deposit be forfeited to CITY for failure of LICENSEE to comply with this Agreement, such forfeiture shall be in addition to any other remedies allowed by this Agreement or by law. Section 3. Terms and Termination. 3.1 This Agreement shall commence upon execution by all parties and continue until terminated. Either party may terminate this Agreement at any time upon thirty (30) days written notice to the other party. Failure of LICENSEE to comply with this Agreement may result in immediate termination of the Agreement at the sole discretion of CITY. 3.2 Upon the termination of this Agreement and license, the rights of LICENSEE shall cease and MATERIAL shall be immediately returned to CITY. DATA LICENSE AGREEMENT - GIS DIGITAL DATA PAGE 1OF3 ---PAGE BREAK--- 3.3 The MATERIAL shall be returned to CITY within one hundred eighty ( 180) days from the date of this Agreement unless, prior to such date, such is otherwise allowed by CITY in writing. Section 4. Use of GIS Digital Data. The GIS digital orthophotography may be used only by LICENSEE for its internal use, provided that it does not violate any state law restrictions. Section 5. Restriction of Use. 5. 1 The GIS digital orthophotography shall not be duplicated or copied except for archival puq)oses, program error verification, or to replace defective media. 5.2 The GIS digital orthophotography shall only be operated on computers under the ownership and control of LICENSEE. 5.3 Except as otherwise provided, no copy of the GIS digital orthophotography shall be sohl or transferred to a third pai1y without the prior wnst:nl of CITY. This License Agreement shall not be assigned, sublicensed, or otherwise transferred by LICENSEE without the prior consent of CITY. 5.4 The copying, reproduction, distribution or use of the product on non-reproducible media hard copy) shall not be restricted under this License, provided that LICENSEE permanently affixes the following notice on each copy, or reproduction of the product: Digital Orthophotography Data Base f year of data origination/ CITY OF MOSCOW, IDAHO. All Rights Reserved. Section 6. Future Releases. CITY does not guarantee that any future releases of the same data will be in the same format nor even that the data will be available for release. Section 7. Warranty/Liability. 7.1 The GIS digital orthophotography are provided "AS IS", without any warranty of any type whether express or implied, including any warranties of merchantability or fitness for a particular purpose. 7.2 The data contained in the GIS digital orthophotography is subject to constant change and its accuracy cannot be guaranteed. CITY does not warrant that the functions contained in the GIS digital orthophotography will meet the requirements of LICENSEE or that the operation ofGIS digital orthophotography will be uninterrupted or error free, or that any LICENSOR'S GIS data defects will be corrected. DATA LICENSE AGREEMENT - GIS DIGITAL DATA PAGE2 OF3 ---PAGE BREAK--- 7.3 LICENSEE assumes the entire risk, including quality, performance, and usefulness of any data requested. CITY shall not be liable in any event for any damages resulting from loss of data, loss of profits, loss of use of layers or any incidental or consequential damages, even if advised of the possibility of such damage. This limitation of LICENSOR'S liability will apply regardless of the form of action, whether in contract or tort. 7.4 LICENSEE shall indemnify, defend, and hold harmless CITY, its officers, employees, and agents from any and all claims, actions, damages or injuries of any kind and nature whatsoever, by or to any and all persons or property, arising directly or indirectly from this Agreement. DATED this 1.Q_day of September, 2016 LICENSEE: TerraGraphics Environmental Engineering, Inc. LICENSOR: City of Moscow, Idaho ACKNOWLEDGMENT STATE OF IDAHO ) ) SS. COUNTY OF LATAH ) On this ;q/11 day of d , 20J_jp_, before me, a Notary Public in and for said State, appeared 'f'1, known to me to be the person named above and acknowledged that he/she executed the fore -oing document as the duly authorized representative for 12rraP;_:qt, nr1;e1 n/-pvt- c 1/Je' / 1faCP. . u ÛÜ - 'IV. . , _ _ _ SSA 111 • · • \ NOtafYPu r · · r the State ofldaho j Residing at 7;;.1CJJ'l-Jf:,01P.JMMr: ID $ ' : - My commission expires #Jj7jB--/ . \ ;()usuc J , v-lo.. . ' ,Ý . dll<)'-wàl;ligll•lll•T•'i!•!1 ri.". ß- OF \Qr- DATA LICENSE AGREEMENT - GIS DIGITAL DATA PAGE30F3 ---PAGE BREAK---