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LAC Chief Information Office - Imagery Acquistion a PARTICIPANT AGREEMENT BY AND BETWEEN THE COUNTY OF LOS ANGELES AND PARTICIPATING ENTITIES FOR THE LOS ANGELES REGION — IMAGERY ACQUISITION CONSORTIUM 4("LAR—IAC4") PROJECT This Participant Agreement (Agreement) is made and entered into by and between the County of Los Angeles (County), a political subdivision of the State of California, and the City of Rancho Palos Verdes, a California city, special district, or agency. Each individual city, district, or agency is referred to herein individually as a "Participating Entity" and collectively as the "Participating Entities". The County and the Participating Entities are hereinafter referred to collectively as the "Parties" and each individually as a "Party". A. WHEREAS, County has planned to acquire new digital orthogonal and oblique aerial imagery in the winter of 2013-2014 Project; B. WHEREAS, County has become aware that various Participating Entities have similar projects currently underway or plans to undertake similar projects in the near future; C. WHEREAS, in order to avoid the duplication of efforts and costs by the Parties, the Parties desire to pool their resources to collectively undertake the Project; and D. WHEREAS, the Parties intend to participate in the Project upon the terms and conditions set forth herein below. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the Parties agree as follows: 1. Purpose The purpose of this Agreement is to provide a vehicle for the collective participation in the Project by the Parties. The Project shall focus on the acquisition of certain aerial imagery digital data which may include, but are not limited to, products listed in Attachment A ("Digital Data"). It is the intent of the Parties that Digital Data shall be acquired under this Agreement for areas within the County of Los Angeles covered by the jurisdictions of the Parties. 2. Responsibilities of the County A. Identify and provide specifications for Digital Data (or their derivatives) to the contractors hired to complete the Project. B. Develop all necessary procurement documents for necessary services to be provided by one or more qualified contractors in connection with the acquisition and administration of the Digital Data. C. Select the most qualified contractor or contractors to provide the necessary services in connection with the acquisition and administration of the Digital Data and thereafter, manage the entire acquisition and administration of the Project. D. With the assistance of one or more selected contractors, provide Quality Control (QC) for all Digital Data delivered under this Agreement. E. Arrange for the delivery of the Digital Data (or portions thereof) to the Participating Entity upon Project completion. F. Provide monthly reports to the Participating Entities on the status of the Project. 3. The Participating Entity Has the Right to A. Participate in identifying and providing technical specifications for the Digital Data (or their derivatives). B. Provide currently available geodetic points (with necessary standards and accuracy) for County's QC process. C. Acquire additional digital aerial products from the contractors through this agreement, provided that a Statement of Work is attached as Exhibit A.1. County assumes no liability for the completion of these products. 4. Mutual Responsibilities; Maximum Contribution The Parties shall be mutually responsible for the following: A. Financing the acquisition and administration of the Digital Data including, but not limited to, costs related to QC and the subsequent distribution thereof. The total cost of such acquisition and administration (Total Cost) shall be allocated among the Parties and the Participating Entities. The portion of the Total Cost allocated to a Party hereunder shall be hereinafter referred to as the Party's "Maximum Contribution." Each Participating Entity will transfer its Maximum Contribution to a special trust account which has been established by the County for this Project (Trust Account) and as further described in Paragraph 5 of this Agreement. Page I 2 LARIAC4 Participant Agreement The Maximum Contribution of the Participating Entity shall be $57,575. B. In the event the Project is terminated for any reason before the execution of any contract with a contractor for the provision of goods and/or services in connection with the Project, each Participating Entity shall be refunded its Maximum Contribution (or such portion of the Maximum Contribution as shall have been paid to the County by such Participating Entity) in its entirety. 5. Payment of Maximum Contribution; Administration of Trust Account A. A Participating Entity shall have the following options in paying its Maximum Contribution to the County hereunder: i. The Participating Entity may elect to pay its Maximum Contribution to County in its entirety upon execution of this Agreement. ii. The Participating Entity may elect to pay its Maximum Contribution to County as follows: (a) fifty percent (50%) of the Maximum Contribution upon its execution of this Agreement; and (b) fifty percent (50%) upon delivery of the Digital Data to the Participating Entity. B. The Trust Account established by the County in connection with the Project, shall be subject to the following: i. All funds held in the Trust Account shall be used solely for the payment of contractors selected by County to provide goods and services in connection with the Project. ii. Any funds held in the Trust Account not expended upon the completion of the Project or the termination of this Agreement shall be held, administered, and returned to Parties based on their prorated contribution to the total costs of the Project. 6. General Terms and Conditions A. This Agreement shall take effect upon execution and shall remain in effect through final delivery of all Digital Data and through the duration of the license- use term. B. The term of this Agreement may be extended by an Amendment to this Agreement. C. It is the intention of the Parties that the Participating Entity shall receive, with the delivery of the Digital Data, an unlimited irrevocable perpetual, royalty- free license. The license may be used to, modify, edit, reuse, reproduce, translate, create derivatives, compile, other works based upon the Digital Data, and combine the data with other contents selected by the Participating Entity in its own operation, with an unlimited number of seats; including, but not limited to Internet and intranet applications, copying, and printing. Page I 3 LARIAC4 Participant Agreement t. ! • D. The Participating Entity shall have the right to transfer, sublicense, and distribute any form of media either now known or hereinafter desired the Digital Data to its subcontractors or consultants on projects which are outsourced from its own operations. In this connection, the Participating Entity shall require each subcontractor or consultant to whom the Digital Data is transferred to execute a written acknowledgement and agreement to abide by such Participating Entity's license to use the Digital Data. Such acknowledgement and agreement is provided in Attachment B (Authorized User Confidentiality and Non-Disclosure Agreement). E. Notwithstanding any provision of this Agreement to the contrary, a Participating Entity shall not have the right to sell, resell, or otherwise transfer its license to use the Digital Data to any other person or entity. F. This Agreement may be amended or modified by County only after collaboration and consultation with the Participating Entities. G. Nothing in this Agreement shall be construed to give any person or entity, other than the Parties hereto, any legal or equitable right, remedy, or claim under or in respect to this Agreement or any provision herein contained. This Agreement and the provisions hereof are intended to be and are for the sole and exclusive benefit of the Parties. H. No Party may terminate its participation under this Agreement after the execution of contract(s) for the acquisition of the Digital Data without the prior written consent of County. I. Any other California city, special district, or agency may become a Participating Entity under this Agreement if: (i) Such entity executes this Agreement, and (ii) Such entity makes its Maximum Contribution to County as provided for under this Agreement. Any such contribution shall be deposited into the Trust Account and administered in accordance with sub- paragraph 5.B of this Agreement. J. This Agreement may be executed in counterparts and the signed counterparts shall constitute a single instrument. The signatories to this Agreement represent that they have the authority to bind their respective party to this Agreement. IN WITNESS WHEREOF, the parties have executed this Participant Agreement for the Los Angeles Region — Imagery Acquisition Consortium 4 Program on the date indicated below. Page I 4 LARIAC4 Participant Agreement PARTICIPANT ENTITY COUNTY OF LOS ANGELES CHIEF INFORMATION OFFICE —-------4 1 / .1 v ' By: rir-----' ,r7 ) `i . - — ---.--...--- -----"By:- Richard Sanchez ( --) Chief Information Officer Date: 9401 Date: f-.2-‘---/,` Page I 5 LARIAC4 Participant Agreement ATTACHMENT A DIGITAL DATA All data will be acquired in 2014 unless otherwise noted for a '/i mile buffer of the participant's jurisdiction. Digital Aerial Orthogonal Imagery • 1 foot pixel resolution for Urban Areas from 2012 • 1 foot pixel resolution for Urban Areas from 2013 • 4 inch pixel resolution for Areas 1 and 3 (see Map 1 below) from 2006, 2008, 2011, and 2014 • 1 foot pixel resolution for Area 2 (see Map 1 below) from 2014 Digital Aerial Oblique Imagery(2002, 2006, 2008, 2011, 2014) • 4 inch pixel resolution (neighborhood and community shots) for Area 1 (see Map 2 below) • 12 inch pixel resolution (community shots only) for Area 2 (see Map 2 below) Building Outlines • Building outlines for all of Los Angeles County over 400 square feet, including status information (added, demolished, updated) from 2008, updated in 2014. Digital Elevation Data • Digital Elevation Model (DEM) with 2.5 foot spacing from 2014 • Digital Elevation Model (DEM) with 5 foot spacing from 2006 • Digital Terrain Model (DTM) with 2.5 foot spacing from 2014 • Digital Terrain Model (DTM) with 5 foot spacing from 2006 • Digital Surface Model (DSM) with 2.5 foot spacing from 2014 • Digital Surface Model (DSM) with 5 foot spacing from 2006 • 1-foot contours derived from LIDAR in the urban Areas from 2014. • 2-foot contours derived from LIDAR in the urban Areas from 2006. • 2-foot contours derived from LIDAR in the National Forest. Derived Datasets • Normalized Difference Vegetation Index (NDVI) from 2006 • Solar Model from 2006 • Raster Tree Canopy Model from 2006 • Raster Building data Model from 2006 • Hillshade based upon the 2.5 foot DEM from 2014 • Slope based upon the 2.5 foot DEM from 2014 • Raster Height Model from 2014 Page I 6 LARIAC4 Participant Agreement , Map 1: Areas for Orthogonal Imagery Products KERN COUNTY '''""Tifinii- -4illi 10111 III IFIENIMIR6 IPTIM,MMIIIIP qlls . - NW- P 11I ##RRa ::a!4- n11_. a 1:5 --■ M■■■IM■■Lill 3 1:12-6`.-71:A1 E u ■■■■■1111■■ � -- 1.1*________, - PROJECT AREA 1 is .i - - PROJECT/AR EAI2..�1111■ 154.1 re I . .° ---'---.7.t1:-..n. =_ 1111 ■■�■ ■, r ,.Ll�. _�1-lsffr. 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L k �" ! o - '444"9 COUNTY AREA 1 l iv L-lita t 1 Legend Los Angeles Region - ' - ) LOS GELE3-REGION Imagery Acquisition Consortium LAR • - ` Area 1-4 inch _,.,i :m:ger ,:4,;islion crnuytivm .,..v• - Area 2-1 foot LOS ANGELES COUNTY Ortho Imagery Grid Project Areas and Tile Grid Department of Regional Planning 320 W Temple St nLos Angeles County Boundary Los Angeles.CA 90012 March 5.2009 Page 1 7 LARIAC4 Participant Agreement Map 2: Areas for Oblique Imagery Products KERN COUNTY 1 1 ■•ulia monomm•••••m 1 a 5 ••llii•••••Sliiill. i • • , •lll•llli•••••i . 1111111169"4‘.....E ■ ••••• -_ • fl ' ' I 1 ■ -•p l• l•. .o �1 II a m•••iinii�+ '�un i•W1 • =••••l••• , • ' 1111 w ,-_,_-'--1111110K 1111111111111141. •••illi /� 11111111.111111111111101 •••�l•l••l ista Uk /•i•••••i•l i ,r: . _: J VENTURA L l••l•••••••ll•••••••l•li•Nl• .,. COUNTY 1 iuuauuu� ■ •ll •l• ••••u••u•al•l -`il••••••l•ll•llN•a •••il•il•l•lii a :� aN••••u•lu••••••••u•luN••l•us•••l _ l•••l•••i••••••ii••••••••••i••l•i•i/•••l '" 1 ilii••lli•■•••••■•l••••l•l••llllINl•••t ■•••lI/••■■lil••ii•liiii/dill•l•liIIii ., "a s"5"- •••/illil�iiliUl•ilirliiiii •i• ite,- i 7 .91 Milli•••NiINIUMM •i•i•••ii•iili Fe r1111111111110,111111112111111,u11.11111111111111 f I 1 ll••l••ll•l1l/I»i11l•ll1 /i — lll•l•ll•lll•ll•lllll•••if - 170 litip .11. wit „ Allielltill"-- ,o, ,,,,,, - .Ipi, , rir _ i ,,, 40i...„,a, is _ lir "L''' 'T ,,,, \‘4 ,.. I, ,4 -..tr111.111111 nisprith Plf I 1- �1 4 AN - 111111110 xiii .!..40- 4%. ilk . ,_,, - - =}ARDINO NN,I-1011V0cil • t- COUNTY 1111111 INSET MAP:Catalina Island Urfir -4 'p ` e•4114lks RIVERSIDE /pin - -*ir-paiL_-I _ r COUNTY -mo11 6. iiir —..,,thijoN _ \\ all.4u ORANGE IP ` `- - COUNTY N A Oblique Imagery Types Los Angeles Region - 0,, LOS ANGELES,REGION _ Image Capture Type C.,-1 r' ,Y , Imagery Acquisition Consortium \. ,yi LAR I ., Community 2-Way.No Neighborhood Community 2-Way.Neighborhood 4-Way Oblique Imagery Grid LOS ANGELES COUNTY - Community 2-Way.Neighborhood 8-Way Department of Regional Planning Community 4-Way.No Neighborhood and Capture Types 320 W Temple St Los Angeles CA 90012 lin Community 4-Way.Neighborhood 4-Way March 13 2013 Page 18 LARIAC4 Participant Agreement • � eili- X1, 1 No additional work requested. • ' ATTACHMENT A.1 STATEMENT OF WORK PARTICIPANT ADDITIONAL PRODUCTS AND SERVICES ATTACHMENT B LAR-IAC 3 AUTHORIZED USER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (Please do not return, this is signed by your sub-contractors) . LOS ANGELES REGIONAL IMAGERY ACQUISITION CONSORTIUM (LAR-IAC) 4 AUTHORIZED USER CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT A. Pictometry International Corp., a Delaware company with offices at 100 Town Centre Drive, Suite A,Rochester, NY 14623 ("Pictometry"), and the County of Los Angeles have entered into a certain agreement dated December 3,2013 ("Agreement")for delivery of licensed digital mapping data and software("Products")to the County. Under the agreement, certain governmental entities ("Authorized Entities")which participate in the LAR-IAC are granted copies of the Products through a Participant Agreement with the County. B. Section 11.2 of the Agreement states: "As used in this Agreement,the term"Authorized Users"shall mean: (i)the employees of Authorized Entities; (ii) employees of Authorized Entities, including County Departments and Authorized Participants, doing business with or on behalf of the Authorized Entities for those particular Authorized Entity projects; (iii) contractors and consultants using the Licensed Products at the facilities of the Authorized Entities;and(iv)any contractors and consultants of the Authorized Entities designated by Contractor to use the Licensed Products outside the facilities of Authorized Entities for those particular Authorized Entity projects." C. The undersigned is an Authorized User of the County or Authorized Entity and desires to use the Products solely for internal,noncommercial use and for purposes no greater than reasonably needed to achieve the objectives of an actual project undertaken in connection with the relationship with the Authorized Entity or the County("Purpose"). 1. GRANT OF RIGHTS The undersigned understands and agrees that the Products contain trade secret and confidential information ("Confidential Information")of Pictometry. Under this Authorized User Confidentiality and Non-Disclosure Agreement, it may use the Products solely for the Purpose,which right is nonexclusive,nontransferable, and non-assignable,from the Effective Date hereof until expiration or termination. To the extent any Confidential Information is revealed through the use or operation of the Products,the Authorized User agrees that it will not make use of,disseminate, or in any way disclose Confidential Information without Pictometry's prior written consent. IN WITNESS WHEREOF,the Undersigned have caused their duly authorized representatives to execute and deliver this Agreement as of the date first set below. Authorized Entity Authorized User Name: Name: Organization: Organization: Address: Address: City/Zip: City/Zip: Phone: Phone: Signature: Signature: Date: Date: Note: Authorized Entities shall keep a signed copy of this document for the duration of the contract. Page 111 Attachment B