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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 ldoho Troospodoi ton Dept (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. l.l CITY hereby grants CITY'S MATERIAL. LICENSEE a non-transferable, non-exclusive license to use (T 13!0-15'1.!1 , T2311l ·IMS) 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 dollars 0 ) (hereinafter "deposit") as security to insure the return of MATERIAL to CITY within the time allowed by Section 3.3. of this Agreement. Failure to return MATERIAL to CITY in accordance with Section 3.3. 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. Lither 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 rmy result in immediate termination of the Agreement at the sole discretion of CITY. 3.2 Cpon the lcT:llinatioii of this Agreement and license, the rights of LICENSEE shall cease and MATERIAL shall be immediately returned to CITY. DATALICL:!"':.# - p·ENT- S DIGITAL DATA PAGE10F3 2006-09 ---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 digiwl nnhophotography may be used only by LICENSEE for its internal use, provided that it docs not Jette any 'Late law restrictions. Section 5. Rcsu lction of Use. 5.1 The GiS cbgiwl onhophotography shall not be duplicated or copied except for archival purposcc. rrogram CtTor verification, or to replace defective media. 5.2 The ( ; orthophotography shall only be operated on computers under the owncr·;l·!n and control of LICENSEE. 5.3 Except as otherwise provided, no copy of the GIS digital orthophotography shall be sold or transt\;rrcd to a third party without the prior consent of CITY. This License 5.4 : shall not be assigned, sublicensed, or otherwise transferred by LICENSEE wi• of CITY. Th. t'cprodaction, distribution or use of the product on non-reproducible media ht!id copy) shall not be restricted under this License, provided that LICENSEE ::nixes the following notice on each copy, or reproduction of the product: Digital Ortltopltotography Data Base [year of data origination] i 11'Y OF MOSCOW, IDAHO. All Rights Reserved. Section 6. l , e RelcaIJvs. CITY du·cs: t';at any future releases of the same data will be in the same format nor even that I be available for release. Section 7. 7.1 7.2 J LC \ its r1. · tl;e · Op•r L c.i,zitcd or nophotography are provided "AS IS", without any warranty of any her express or implied, including any warranties of merchantability or fitness r the GIS digital orthophotography is subject to constant change and . crnlilu. be guaranteed. CITY does not warrant that the functions contained in nr CJphotography will meet the requirements of LICENSEE or that the ' (liS ''·sital orthophotography will be or error free, or that any ( i c : :cl a defects will be corrected. DtGITAL DATA PAGE 2 OF 3 ---PAGE BREAK--- 7.3 7.4 Lrc any Joss dams LlC tort. LlC: anJ Wl::: this DAT sssu:: s the entire risk, including quality, performance, and usefulness of CITY shall not be liable in any event for any damages resulting from 'ia, loss -sl' profits, loss of use of layers or any incidental or consequential even i 1· advised of the possibility of such damage. This limitation of 1R'S liab'iity will apply regardless of the form of action, whether in contract or 'S ,demni fy, defend, and hold harmless CITY, its officers, employees, v and all claims, actions, damages or injuries of any kind and nature or :o any and all persons or property, arising directly or indirectly from / day of_-f-Ar= ī i _ , 2006 LICENSOR: City of Moscow, Idaho STATE OF • .10 ) ) ss. COUNTY 0 \TAH ) On this State, appe:: for 2006, before me, a Notary Public in and for said _Ul:n.tu known to me to be the person named above and t he/ ·sxecuted the foregoing document as the duly authorized representative Notary Pulic for the State of Idahb Residing at--:-_Ll ı.kll::O:DDL_ _ My commission expires Ot if4/or; PAGE 3 0F 3