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t t• SAWPA— Eligible Agency Imagery License Agreement Geophex, Ltd, 605 Mercury Street Raleigh, North Carolina 27603 between & City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92703 Date of This License Agreement; May 24, 2016 ALL DATA DELIVERED TQJ9_Q_QN_Q_EB_THlS AGREEMENI IS COPYRIGHT TE License Agreement for digital aerial photography This License Agreement ("License Agreement") is a legal and binding agreement between the City listed above ("Licensee") and Geophex, Ltd. CGeophex"), This License applies to the digital aerial photography being delivered to Licensee herewith and any additional data delivered therewith (collectively, the "Licensed Imagery"). The Licensed Imagery delivered under this License Agreement is licensed by Geophex for use only under the terms and conditions set forth herein. Accessing the Licensed Imagery or related data provided to you by Geophex indicates that you accept, and agree to, and will abide by the terms and conditions of this License Agreement, 1, Grant of License Geophex grants Licensee a non-exclusive, non -transferable license to use the Licensed Imagery under the terms set forth herein. Licensee shall have the right to use the Licensed Imagery for internal operations by employees of Licensee only and any contractors who are doing specified work for Licensee and only with respect to such work (the "Permitted Use"). If Licensee is a government agency, the permitted Use shall permit use of the Licensed Imagery ONLY in connection with water resource management, flood control and water conservation activities and not in connection with any other activity, including, without limitation, other municipal activities, such as public works, engineering, non -water -related GIS, emergency response or the like. If Licensee wished to obtain and expanded license to permit the use of the Licensed Imagery beyond the Permitted Use, it shall make arrangements to do so with either Geophex, or Geophex's authorized distributor, Eagle Aerial Solutions. Licensee shall fully reimburse and Indemnify, defend and hold harmless Geophex, for any loss, liability, claim or damage to either of their economic interests or intellectual property rights arising from any violation of the terms of this License Agreement. The terms of the preceding sentence shall survive the termination of this License Agreement. 2, 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. License Agreement between City of Santa Ana and Geophex, Ltd, Page 1 of 2