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C12-12 - Eagle ArielEagle Aerial Imaging — Aerial Imagery Products Multi -Year License and Renewal Agreement between Eagle Aerial Imaging & City of Beaumont 17952 Sky Park Cl. Ste B 550 E 6th St Irvine, CA 92614 Beaumont, Ca. 92223 Term of Extended License and Renewal Agreement: Five years Date This License Agreement Becomes Effective: July, 2012 Annual Fees Payable to Eagle: See Section 2 below Type of License: Unlimited Users ALL PHOTOGRAPHY DATA AND SOFTWARE DELIVERED TO YOU UNDER THIS AGREEMENT IS COPYRIGHT PROTECTED License and Renewal Agreement for digital aerial photography data This License and Renewal Agreement ( "License Agreement ") is a legal and binding agreement between you, either an individual or a single entity, ( "Licensee ") and Eagle Aerial Photography Inc., a Delaware Corporation d.b.a. Eagle Aerial Imaging ( "Eagle "). The digital aerial photography is licensed by Eagle for use only under the terms and conditions set forth herein. Any imagery, data or software delivered or made available in any form at any time to Licensee by Eagle shall by subject to the terms of this License Agreement and shall at all times remain the property of Eagle. Accessing the digital aerial photography or related data provided to you by Eagle indicates that you accept, and agree to, and will abide by the terms and conditions of this License Agreement. License Agreement 1. Grant of License Eagle grants Licensee the non - exclusive right to use one copy the Digital Aerial photos ( "Licensed Product ") during the term of this License Agreement under the terms of either the one (1) seat single station license or the multi -user license listed in section 2 below. Licensee shall have no right to assign, transfer, share, sublicense, sell, lend or otherwise use beyond the scope of the type of license listed above, any aspect of the Licensed Product or any products derived from the Licensed Product, such as prints, digital files or the like ( "Derivative Products "), except as and to the extent and on the terms agreed, in writing, in advance, by Eagle in its sole and absolute discretion. Eagle shall have the right to audit Licensee's use of the Licensed Product by direct or electronic means, and Licensee shall fully reimburse and indemnify Eagle for any loss or damage to its economic interests or intellectual property rights arising from any violation of the prohibition contained in the preceding sentence. 2. Multi -Year Subscription Agreement with Volume Discount Eagle shall provide, as soon as available, 1 -foot pixel updated imagery (approximately annually) so that Licensee receives current and updated imagery for a number of years equal to the number of years listed above as the term of the License Agreement (in this case, imagery for 5 years, beginning 2012). This license agreement will be in place for the number of years listed in the term of the license listed above. Formats delivered include ECW and MRSID. Upon execution of this License Agreement, Licensee shall pay Eagle $2,850 plus $25 shipping in July 2012, for a total of $2,875 for this first year of this 5 -year Agreement. Following first year purchase, an annual invoice in the amount of JaM2 + shipping (total $2,875) is due in each of the remaining years on anniversary of the initial invoice. As this fee is based on a volume discount, if Licensee should want to opt out before the length of the term expires, Licensee will pay 50% of the balance of the amount still unpaid under this License Agreement within 30 days. The license included in this agreement allows for unlimited city users. A valid resale certificate will be provided by Licensee for the non - taxable purchase. 3. Copyright Purchase of this product does not transfer any right, title, or interest in Eagle, the Licensed Product or the Derivative Products, except as specifically set forth in this License Agreement. This is a formal notice that the digital aerial photography is protected by the United States copyright laws and international treaty provisions. 4. Termination Without prejudice to any other rights, Eagle may terminate this License if Licensee fails to comply with the terms and conditions of this License Agreement. In such event, all rights granted to Licensee hereunder shall automatically terminate, Licensee shall return or destroy all copies of the imagery and all of its component parts, and Eagle shall have no further obligations hereunder. Licensee shall indemnify, defend and hold Eagle harmless from any loss, damages, claims or liabilities which arise as a result of the breach of any of the terms of this License Agreement. 5. U.S. Government Restricted Rights The compressed digital aerial photography and associated documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subjected to restricted rights applicable to commercial computer software (under DFARS 52.227- 7013). 6. General This License Agreement shall be governed by the laws of the State of California. No failure or delay by either party in exercising any right, power or remedy with respect to any of the provisions of this License Agreement shall operate as a waiver thereof. This Agreement sets forth the entire agreement between the parties. There are no other understandings, terms or agreements expressed or implied, oral or written. No alteration, change or modification of the terms of the Agreement will be valid unless made in writing, signed by all parties. If any dispute should arise with respect to the subject matter of this License Agreement, the prevailing party shall be entitled to recover from the other party all attorneys' fees and costs incurred in connection with such dispute, whether or not such dispute shall be brought to final judgment. LIMITED WARRANTY SOFTWARE If software is included in the purchase Eagle warrants, throughout the term of the License Agreement, that the software will "Function" (perform substantially the functions described in the documentation provided by Eagle), provided that it is used, unmodified, on the computer hardware and with the operating system for which it was designed. Eagle will provide reasonable technical support as necessary with respect to the software and functionality of the Licensed Product. In the event that the software product fails to so function during the warranty period, Eagle and Licensee shall work in good faith 2 to correct the software problem. In the event the problem cannot be resolved, your sole remedy shall be to return the defective product to Eagle for replacement. If Eagle is unable to replace the software product with a version which will Function within a reasonable period of time, Eagle will, upon return of the product and all related documentation, together with a certification signed by you stating that you will not use any product, print, computer file, or any data whatsoever created, exported, copied or made using the software or the compressed digital photography, refund a prorated portion of the purchase price received by Eagle during that year. The portion of the purchase price for that year retained by Eagle will be equal to the number of days that the Licensed Product functioned properly during that year divided by 365. Eagle shall have no responsibility to replace software or refund the purchase price due to damage by accident, loss of source data, abuse, or misapplication. DIGITAL AERIAL PHOTOGRAPHY Eagle makes no warranty as to the accuracy of the digital aerial photography or any other data provided or sold. The customer is expected to determine (with sample data) if the accuracy level of the digital aerial photography will meet their specific needs. THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON - INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EAGLE, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. LIMITED LIABILITY STATEMENT IN NO EVENT SHALL EAGLE, OR ITS SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR OTHER PECUNINARY LOSS) ARISING OUT OR THE USE OF OR INABILITY TO USE THE EAGLE PRODUCT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO CASE SHALL THE LIABILITY OF EAGLE, OR ITS SUPPLIERS, OR DISTRIBUTORS EXCEED THE AMOUNT RECEIVED BY EAGLE FOR THE PRODUCT. IN WITNESS WHEREOF the parties hereto have executed this License and Renewal Agreement as of the date first hereinabove written. Licensee CompanyfGrty of Bea Dint By- Eagle Eagle Aerial Imaging By: Title: Oz& 1 V6asnr,.o.,, Title: Date: Date: Date: Fax completed form to: 714.641.7593 Attn: John Tobin Eagle Aerial Imaging 714.754.7670 3 to correct the software problem. In the event the problem cannot be resolved, your sole remedy shall be to return the defective product to Eagle for replacement. If Eagle is unable to replace the so6are product with a version which will Function within a reasonable period of time, Eagle will, upon return of the product and all related documentation, together with a certification signed by you stating that you will not use any product, print, computer file, or any data whatsoever created, exported, copied or made using the software or the compressed digital photography, refund a prorated portion of the purchase price received by Eagle during that year. The portion of the purchase price for that year retained by Eagle will be equal to the number of days that the Licensed Product functioned properly during that year divided by 365. Eagle shall have no responsibility to replace software or refund the purchase price due to damage by accident," loss of source data, abuse, or misapplication. DIGITAL AERIAL PHOTOGRAPHY Eagle makes no warranty as to the accuracy of the digital aerial photography or any other data provided or sold. The customer is expected to determine (with sample data) if the accuracy level of the digital aerial photography will meet their specific needs. THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR k PARTICULAR PURPOSE AND NON - INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EAGLE, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS SHALL INCREASE THE SCOPE OF ! THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. LIMITED LIABILITY STATEMENT IN NO EVENT SHALL EAGLE, OR ITS SUPPLIERS OR DISTRIBUTORS I BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR OTHER PECUNINARY LOSS) ARISING OUT OR THE USE OF OR INABILITY TO USE THE EAGLE PRODUCT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO CASE SHALL THE LIABILITY OF EAGLE, OR ITS SUPPLIERS, OR DISTRIBUTORS EXCEED THE AMOUNT RECEIVED BY EAGLE FOR THE PRODUCT. IN WITNESS WHEREOF the parties hereto have executed this License and Renewal Agreement as of the date first hereinabove written. Licensee 7 Company City of Be fAt By: Eagle Fax completed form to: 714.641.7583 Attn: John Tobin Eagle Aerial Imaging 714.764.7670 3