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03-081.00 Avista: GIS Data License Agreementi AVTSTA UTILITIES DATA LICENSE AGREEMENT The PARTIES to this Agrecmcnt are Aorta Utilities, (hereinafter ref-.,rred to as "AViSTA" or "Licensor") and the Cite of Spokane Val- ley, Washington, (hereinafter referred to as "Licensee"). WHEREAS, Licensor is engaged in the development of certain GIS digital ortbophotography images and digital -l-vation model (DEM) data (hereinafter referred to as "Material"), identified herein in Exhibit A. RrHEREAS, Li=nscc desires to obtain the rights to all or portions of Licensor's Material for limited use. THEREFOR,F., 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 AVISTA hereby grants License- a non -transferable, non-exclusive license to use AVISTA's Material, designated in Exhibit A- 1.2 Licensor grants permission to the Licensee, to reprocess the Licensor's copyrighted digital high resolution (6" per pixel) color orthophotography to a lower resolution digital product, with a resolution that shall be no less than 2' per pixel, for the expressed purpose of making it available in the public domain. 1.3 Except as otherwise provided, the Licensor does not transfer any right, tide, or interest in the Matelial to the Ucen- see. Section 2 License Fee 2.1 For the rights granted the Licensee agrees to pay to the Licensor the license fee as provided in the License Fee Schedule included in Exhibit A- 2.2 Licensee shall pay all invoices for License Fees payable under this Agreement within 30 days of receipt. Should Li- censee fail to pay within the stated 30 day period, Licensor may charge Licensee an additional late fee of 1.5 % of th- outstn ding balance per month. Section 3 Term and Termination 3.1 This Agreement shall commence upon execution by all parties and continue unless otherwise terminated for cause.. Failure of the License- to comply with this Agreement may result in immediate termination of the agreement at the sole discretion of the Licensor. 3.2 Upon the termination of this license for non-compliance with this Agreement, the rights of the Licensee shall cense. 3.3 The Material and any digital copies shall be returned to the Licensor within 30 days from the date this license is ter- minated. Licensee may retain previously Licensed Material for archival purposes in accordance with Paragraph 5.5 of this Agreement with written approval of the Licensor. Section 4 Use of Licensed Material 4.1 The Licensee may use tate Material for its internal use, provided that this use docs not violate any state law restric- tions. 4.2 The Material shall not be duplicated or copied except for archival purposes, program error verification, or to replace defective media. 4.3 The Material shall only be process -d on computers under the control of the Licensee. C'd -si Rcv 10-02-03 Page 1 or AAsta Contract No. R-21303 4.4 Except as oQncrwisc provided, copies of the Material may not be sold or transf=ed to a third party without the prior written consent of the Licensor. This License Agreement shall not be assigmcd, sublicenscd, or otherwise transferred by the Licensee without the prior uTitten consent of the. Licensor. 4.5 Licensee may deliver copies of the magnetic media to its direct third party contractors to use on a proieci for Licensee provided those parties agree in writing to comply with and be bound by the terms and conditions of this Data License Agr-emcnt, and provided further that such third parties return to Licensee all such magnetic media upon completion of the specific project for which said magnetic data is delivered, 4.6 Licensee m2y not use the Material to compete with Licensor in the business of creating, enhancing, producing, and selling or licensing of planimetric or topographic data, and/or ortaophotos. 4.7 The cop ring, reproduction, distribution or use of the product on non -reproducible media (i.e_ hard copy) shall not be rest icted under this License, provided that Licensee permanently atfrxes the following notice on each copy, or repro- duction of the product. Digital Orthophoto Data Base ® YYYY (Data Origination Year) AVISTA Utilities. All Rights Reserved. Section 5 Future Releases; Assignment 5.1 Tnc Licensor does Dot guarantee that any futurereleases of the Material will be in the same format nor even that the data will be available for release. 5.2 Licensee c M.niji neat to acquisition of future updates or relcascs of the Licem .Ws Material described in Exhibit A. shall be subject to the Licensee's approval of a supplemental agrccm-nL 5.3 T"nc Licensor shall record and transfer to a specific account all fees r=ived from third parties for the licensing of the Material described in Exhibit .4 Licensing fees received shali be used for the expressed purpose of reducing costs of future updates of the Licensor's existing Material and/or development of additional Material, as mutually agreed to by the Licence. 5.4 This Agreement m2y not be assigned by one party without the written consent of the other party, provided however, AVISTA may assign this Agreement without consent to a successor which acquires all or substantially all of the property and assets of AVISTA. 5.5 The restrivjons on the, use of Licensed Material stated in Section 4 of this .A_uecrnent are applicable to any Material retained by the Licensee for archival purposes and these obligations shall survive the termination or e>:piration of this Agroc-mcnt. Section 6 Warranty[Liability 6.1 The A4ateriJ is provided "AS 1S", without any warranty of any type, whether express or implied, including any war- ranties of merchantability or fitness for a particular purpose. 6.2 The data contained in the Material is subject to constant change and its accuracy cannot be. guaranteed. The Licensor does not warrant that the functions contained in the Material will meet the requirements of th- Licensee, or that the processing of the Material will be uninterrupted or error free, or that any defects in the Lie-nsor's Material will be COrrcctc& 6.3 The Licensor's Material was developed in accordance with latest version of the National Mapping Accuracy Stan- dards (N?d1AS), Public Land Survey Standards (PLSS), and any other applicable induce sundards appropriate to meet or exceed the Material specifications as defined by the Licensor and as provided to and agreed to by the Licen- see. Rev 10-02-03 P:i;e 2 of 4 Avista Contract 1o. R-21303 Layer Name LICENSED 44ATE.R-TAL Effective DEM Accuracy Ortho Resolution Date (1)Avistq/Spokane ltalltV 20003 Y 5' 1'* 0.5' Spokane Co Data Origination Licence Date Fee OiA/2002* 53,377.73 This license is for the Digital EIevation A9odel (DF.M) and high resolution color orthophotography coverage's for all or portions of the Sectiont/Quarter Sections or Tiles in the vicinity of the City of Spokane Valley in Spokane County, Washington (approximately 48 square miles total or 150 - 3000'x 3000' Tiles) as described by the Orthophotography, Tile Index, which is attached to and is considered a part of this exhibit, Exhibit AW. (2) Aaista/Spokane Valley/ IV -003 0.5' O6i2003* 52,612.03 Spokane Co This license is far the high resolution color orthophotography coverages for all or portions of the Section$/Quarter See - tions or Tiles in the vicinity of the City of Spokane Valley in Spokane County, Washington (approximately 48 square miles total or 7.50 - 3000'x 3000' Tiles) as described by the OrthophotoSTaphy Tile Index, which is attacked to and is considered a part of this exhibit, ExhibitA(1). Total License FeesforItens (1) & (2) above $5,989.76 Data Format: GIS Digital Dala Trans{ers are pro✓ided in A r;,,??;fa. Other special formats are negotiable depending on the Licensor 4t so rare capability and charged on a nwr hour basis as a asstarn query. A4ast intportan� the client should know that formats other than A rc/Info, such as DXF, hams Limited attribute handling capability. Media: Licensed Masrial shall be provide,: to Licersee on CD ROM unless other,trise specified and mutually agreed to by L inmsee and Licensor. License Fee: The Material licerse fee is based on the Licensee's commitment to participate in the cost-sharing of the annual or multi- year updating of the !Material described above. Tire schedule for the Material uadate will be established at mutualh, agreed upon by Li- censor and cost-sharing licensees. Should the Licensee choose to license only one year of the hlaterial following the execution of this Agreement, license J iU r -v rt from a cost-sharing based license to a one-time license. Licersee agrees to compensate Licensor the d§jer- ence betwe=en the "cost -shoring" based licerse fee and the current fixed single -tile rate far the .Vareric! if Ute total one-time license jee exceeds the total "cost-sharing" based license fee. Rev 10-02-03 Page 4 of 4 M ista Contract No. R-21303 6.4 The Licensor shall notify the License,_ of any lmown deficiencies in the Material as identified by the material pro- vider. Should such deficiencies exist, the Licensor and License- shall mutually agree with the Material provider on the resolution of such deficiencies in accordance with the Licensor's agreements) with the Material provider. 6.5 The Licensee assum-s the entire risk, including quality, performance, and usefulness of any data requested. The Li- censor wil] 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 the Licensor's liability will apply regard]= of the form of action, whether in contract or tort 6.5 lire Licensee shall indemnify, defend, and hold harmless the Licensor, their 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 prop- erty, arising directly or indirectly from this agreement_ IN WITNESS WHEREOF, the partes hereto have executed this Agreement LICENSOR Avista LWides BY: isle_: (Signature) Randi C Rich (Printed Alam:) Technical Services Project Manager (Tide) /OAS /o -3 (Date) Same as above. (Principal Contact) PO Box 3 72 7 JVSC-24 1411 E. Mission Avenue Spokane, WA 99220-3727 (Mailing .Address) LICENSEE: City of Spokane Valle}, WA 7 (Signatwe) I 0, (Printed Name) . (Title) (Date) (Principal Contact) (Mailing Address) Rev 10-02-03 Page 3 or Avista Contract no. R-21303 AVISTA UTILITIES DATA LICENSE AGREEMENT The PARTIES to this Agreement are Av&ta Utifi'ties, (hereinaf:ez refured to as "AVISTA" or "Licensor") and the Cir} of Spokane Val- ley, Washington, (hereinafter referred to as "Licensee"). WHEREAS, Licensor is engaged in the development of certain GIS digital orthophotography images and digital elevation model (DEM) data (hereinafter referred to as "Material"), identified herein in Exhibit A. WHEREAS, Licensee desires to obtain the rights to all or portions of Licensor's Material for limited use. 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 AVISTA hereby grants Licensee a non -transferable, non-exclusive license to use AVISTA's Material, desibmated in Exhibit A.. 1.2 Licensor grants permission to the Licensee, to reprocess the Licensor's copyrighted digital high resolution (6" per pixel) color ortbopbotography to a lower resolution digital product, with a resolution that shall be no less than 2' pea pixel, for the expressed purpose of malting it available in the public domain. 1.3 Except as otherwise provided, the Licensor does not transfer any right, title, or interest in the Material to the. Licen- see. Section 2 License Fee 2.1 For the rights granted the Licensee agrees to pay to the Licensor the license fee. as provided in the License Fee Schedule included in Exhibit A. 2.2 Licensee shall pay all invoices for License Fees payable under this Agreement within 30 days of receipt, Should Li- censee fail to pay within the stated 30 day period. Licensor may charge Licensee an additional late fee of 1.5 % of the outstanding balance per month. Section 3 Term and Termination 3-1 This Agreement shall commence upon execution by all parties and continuo unless otherwise terminated for cause. Failure of the Licensee to comply with this Agreement may result in immediate termination of the agreement at the sole discretion of the Licensor. 3.2 Upon the termination of this license for non-compliance with this Agreement the rights of the Licensee shall ease. 3.3 The Material and any digital copies shall be retuned to the Licensor within 30 days from the date this license. is ter- minated. Licensee may retain previously Licensed Material for archival purposes in accordance with Paragraph 5.5 of this Agreement with written approval of the Licensor. Section 4 Use of Licensed Material 4.1 The Licensee may use the Material for its internal use, provided that this use docs not violate any state law restric- ti ons. 4.2 The Material shall not be duplicated or copied except for archival purposes, program error verification, or to replace defective media. 4.3 The Material shall only be processed on computers under the control of the Licensee. C�-/ -Pi Rev IM2-03 Page 1 of 4 A-6sts Contrncl No. R-21303 4.4 Except as otherwise provided, copies of the Material may not be sold or transferred to a third party without the prior written consent of the Licensor. This License Agreement shall not be assigned, sublicense:, or otherwise transferred by the Licensee without the prior written consent of the Licensor. 4.5 Licensee may deliver copies of the magnetic media to its direct third party contractors to use on a project for Licensee provided those parties agoc in writing to comply with and be bound by the terms and conditions of this Data License Agreement, -and provided further that such third parties return to Licensee all such magnetic media upon completion of the specific project for which said magnetic data is delivered. 4.6 Licensee may not use the Material to compete with Lic nsor in the business of creating, enhancing, producing, and selling or licensing of planimctric or topographic data, and/or orthophotos. 4.7 The copying, reproduction, distribution or use of the product on non -reproducible media (i.e. hard copy) shall not be restricted under this License, provided that Licensee permanently affixes the following notice on each copy, or repro- duction of the product. Digital Ortbophoto Data Base @ Y'Y1'Y [Data Origination Year] AVTSTA Utilities. All Rights Reserved. Section 5 Future Releases; Assignment 5.1 The Licensor docs not guarantee that any future releases of the Material will be in the same format nor even that the data will be available for release. 5.2 Licensee commitment to acquisition of future updates or releases of the Licensor's Material described in Exhibit .4, shall be subject to the Licensee's approval of a supplemental agreement 5.3 The Licensor shall record and transfer to a specific account all fees received from third parties for the licensing of the Material described in Exhibit A- Licensing fens received shall be used for the expressed purpose of reducing costs of future updates of the Licensor's existing Material and/or development of additional Material, as mutually agreed to by the Licensee. 5.4 This Agreement may not be assigned by one party without the written consent of the other party, provided however, AVISTA may assign this Agreement %7 hout consent to a sueccssor which acquires all or substantially all of the property and assets ofAVIST.4. 5.5 Titc restrictions on the use of Licensed Material stated in Section 4 of this Agreement are applicable to any Material retained by the Licensee for archival purposes and these obligations shall survive the termination or expiration of this Agreement. Section 6 Warranty/Liability 6.1 The Material is provided "AS IS", without any warranty of any type, whether express or implied, including any war- ranties of merchantability or fitness for a particular purpose. 6.2 The data contained in the Material is subject to constant change and its accuracy cannot be guaranteed. The Licensor does not warrant that the functions contained in the Material will meet the requirements of the Licensee, or that the processing of the Material will be uninterrupted or error L-ee, or that any defects in the Uecnsor's Material will be corrected. 6.3 The Licensor's Material was developed in accordance with latest version of the National Mapping Accuracy Stan- dards (NIVIAS), Public Land Survey Standards (PLSS), and any other applicable industry standards appropriate to meet or exceed the Material specifications as defined by the Licensor and as provided to and agreed to by the Licen- see. Rev 10-02-03 Page 2 of 4 Avista Contract No. R-21303 6.4 The Licensor shall notify the Licensee of any known deficiencies in the MatcrW as identified by the material pro- videT. Should such deficiencies exist, the Licensor and Licensee shall mutually agree with the Material provider on the resolution of such deficiencies in accordance with the Licensor's agrecment(s) with the Material provider. 6.5 The Licensee assumes the entire risk, including quality, performance, and usefulness of any data requested. The Li- censor %%U 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 the Lioensor's liability will apply regardless of the form of action, wbether in contract or tort. 6.5 The Licensee shall indemnify, defend, and hold harmless the Licensor; their officers, employees, and agents from any and all claims, actions, damages or injuries of any land and nature whatsoever, by or to any and all persons or prop- crty, arising directly or indirectly from this agreement. IN WTINTSS WHEREOF, the parties hereto have executed this Agreement LICENSOR: Arista Utilities BY: (Signature) Randi G Rich (Printed lame) Technical Services Project Manager (Title) (Date) Same as above. (Principal Contact) PO Boz 3727 MSC -24 1411 E Mission Avenue Spokane, WA 99220-3727 (Mailing Address) Rev 10-02-03 Page 3 of 4 LICENSEE: Cit), of Spokane Valley, WA (Signature) �/- (Primed Name) (Title) (Date) (Principal Contact) (Mailing .Address) Avista Contract No. R-21303 EXHIBIT A LICENSED MATERIAL Layer Name Effective DEM Accuracy Ortho Resolution Data Origination License Date Date Fee (1) Avist41Spokane Valley/ 142003 Y 5' Y* 0.5' 06/2002" $3,377.73 Spokane Co This license is for the Digital Elevation Model (DEAD and high resolution color orthophotography coverages for all or portions of the SectiomVQuarter Sections or Tiles in the vicinity of Ste City of Spokane Valley in Spokane County, Washington (approximately 4,$ square miles total or 150 - 3000'x 3000' Tiles) as described by the Orthophotography Tile Index, which is attached to and is considered a part of this exhibit, Exhibit AM. (2)AvistglSpokaneValley/ 102003 h'/A N/A Y' 0.5' OtA2003* 5'2,612.03 Spokane Co This Iicense is for the high resolution color orthophotography coverages for all or portions of the Sections/Quarter Sec- tions or Tiles in the vicinity of the City of Spokane Valley in Spokane County, Washington (approximately 48 square miles total or 1.50 - 3000'x 3000' Tiles) as described by the Orthophotography Tile Index, which is attached to and is considered a part of this exhibi4 Exhibit A(1). Total License Fees for Items (1) & (2) above $5,989.76 Data Format: GIS Digital Data Transf4rs are provided in Arc/Info. Other special formats are negotiable depending an the Licensor software capability and charged on a per hour bass as a custom query. Most important, the client should know that formats other than Aronfo, such as DXF, have limited attribute handling capability. Media: bcensed Material shall be provided to Licensee on CD ROM unless otherwise specified and mutually agreed to by Licensee and Licrnsor. License Fee. The Material license fee is based on the Licensee's commitment to participate in the cost-sharing of the annual or multi- year updating of the lllaierial described above. The schedule for the Material update will be established as mutually agreed upon by Li- censor and cost-sharing licensees. Should the Licensee choose to license only one year of the Malarial following the execution of this Agreement, lin:nse urili rer eri from a cost-sharing based license to a one-time license. Licensee agrees to compensate Licensor the differ- ence between the "cost-sharing" based license fee and the current fazed, single -tile rate for the Material, if the total one-time license fee exceeds the total "cost-sharing" based license fee. Res 10-02-03 Page 4 of 4 A Osts Contract No. R-21303