Alta Planning - FY2019-004 LOS ANGELES REGIONAL
IMAGERY ACQUISITION CONSORTIUM(LAR-IAC)5
AUTHORIZED USER
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT(NDA)
1. Pictometry International Corp.,a Delaware company with offices at 25 Methodist Hill Drive,Rochester.NY 14623
("Pictometry"),and the County of Los Angeles("County")have entered into that certain agreement dated December 3.
2013("Agreement")for delivery of licensed digital mapping data and software("Licensed Products")to the County.
Under the Agreement,certain governmental entities("Authorized Entities"),including County Departments and non-
County Authorized Participants,which participate in the LAR-IAC may be granted copies of or otherwise provided
access to the Licensed Products through a Participant Agreement.
2. Pursuant to Paragraph 11.2(Authorized Users)of the Agreement,Licensed Products may only be accessed or otherwise
used by an Authorized User,which includes any contractor or consultant of an Authorized Entity using the Licensed
Products either at the facilities of such Authorized Entity or for any Project(as defined below)of such Authorized Entity.
3. The undersigned is an Authorized User of a County Department that is an Authorized Entity under the Agreement and
desires to use the Licensed 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 County
Department("Project").
4. The undersigned Authorized User understands and agrees that the Licensed Products contain trade secret and/or
confidential information("Confidential Information")of Pictometry. Therefore,by signing this Authorized User
Confidentiality and Non-Disclosure Agreement("NDA"),the Authorized User agrees to use the Licensed Products
solely for the Project,which is a nonexclusive,nontransferable and non-assignable right,from the effective date of this
NDA until the expiration or termination of the Project for which the undersigned Authorized User was engaged by the
particular County Department.
5. To the extent any Confidential Information that is not in the public domain is revealed through the operation or other use
of the Licensed Products,the Authorized User agrees that it will not make use of,disseminate or in any way disclose
such Confidential Information without the County's prior written consent,which County may first need to obtain from
Pictometry.
IN WITNESS WHEREOF,the undersigned Authorized User,by his/her authorized signature,agrees to all terms and
conditions of this NDA as of the date set forth below.
AUTHORIZED USER:
Si ure: Address: 617 West 7th Street
Name: James Powell Suite 1103
Organization:/ Alta Planning City/Zip: Los Angeles,CA 90017
Date: 3j 141`9 Phone: D:(213)437-3336 0:(213)489-7443
AUTHORIZED BY:
Signature:„. ' Name: Lukasz Buchwald
County Department: Title: IT Manager
Date: a- .2J-- )Q I
'Note: Authorized Entities shall keep a signed copy of this document for the duration of the Project.
HOA.101512568.1
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CITY OF RANCHO PALOS VERDES
LICENSE AND CONFIDENTIALITY AGREEMENT
FOR
GEOGRAPHIC INFORMATION SYSTEMS DATA
THIS AGREEMENT, effective as of the date specified below in Section 1, is
entered into between the City of Rancho Palos Verdes, a municipal corporation ("City")
and Alta Planning ("Licensee").
RECITALS
A. City owns, maintains, and periodically updates Geographic Information
Systems data and databases that are more specifically described in the attached
Schedule 1 and that are referenced herein as"GIS Data.
B. Licensee has requested use of the GIS Data to be used exclusively by
Licensee for the specific project described as
Trails Network Plan Update ("Project").
C. City is willing to provide the GIS Data to Licensee without charge, subject to
Licensee's acceptance of the terms and conditions of this Agreement.
In consideration of the mutual covenants and conditions set forth below, the
parties agree as follows:
AGREEMENT
1. TERM.
This Agreement is effective on the date that the last of the parties, whether City
or Licensee, executes this Agreement. It is the intention of the parties that Licensee will
first execute this Agreement and then submit it to the City. The City Clerk will attest to
the execution of all counterparts of this Agreement by City's duly authorized
representative and transmit one or more fully executed counterparts to Licensee. This
Agreement shall continue in effect until the Project has been completed unless sooner
terminated pursuant to the contract documents for the Project.
2. GRANT OF LICENSE.
City hereby grants to Licensee, and Licensee hereby accepts, a nonexclusive,
nontransferable, and nonassignable license to use the GIS Data from the effective date
of this Agreement until the completion or earlier termination of the Project, as provided
for above in Section (1).
3. AUTHORIZED USE OF LICENSED GIS DATA.
A. Licensee must restrict access to the GIS Data to those employees or agents
assigned the responsibility for use of the GIS Data in connection with the Project.
Licensee must take all commercially reasonable actions to prevent access to the GIS
Data by unauthorized persons.
B. Except as authorized by this Agreement, Licensee agrees that no part of the
GIS Data may be reproduced, or stored in a retrieval system, or transmitted in any form,
whether electronic, mechanical, or otherwise, without the City's prior written consent;
provided, however, that Licensee is authorized to make backup copies of the GIS Data
solely for archival purposes.
C. Licensee's use of the GIS Data is authorized by City exclusively for
Licensee's completion of the Project described in this Agreement, and not for additions
to this Project or completion of this Project by others.
D. Use of the GIS Data for any purpose not expressly authorized by this
Agreement requires the execution of a separate agreement with the City, or a written
modification of this Agreement.
E. Licensee agrees that it shall not solicit for sale, sell, loan, rent, lease,
sublicense, donate, or share with unauthorized third parties the licensed GIS Data.
4. SPECIAL TERMS AND CONDITIONS.
A. City makes no representations concerning the compatibility of the GIS Data
with any hardware or software used by Licensee.
B. City makes no representations concerning the accuracy or inclusiveness of
the licensed GIS Data, nor their fitness for a particular purpose.
C. All licensed GIS Data are and will remain the City's property.
D. City has no obligation to provide updates to the licensed GIS Data. The
delivery of any updated GIS Data is subject to the execution of a separate agreement
by the parties, or a written modification of this Agreement.
E. Licensee assumes all responsibility for verifying the accuracy of the GIS
Data and for safeguarding against unintended or inappropriate use of the GIS Data.
F. Licensee will assist the City in enhancing the reliability of the GIS Data by
providing to the City information concerning any errors or discrepancies that are
discovered while using the GIS Data.
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5. INDEMNIFICATION AND HOLD HARMLESS.
A. To the maximum extent authorized by law, Licensee shall indemnify, defend,
and hold harmless the City, its officers, employees, agents, and contractors, from and
against all claims, actions, damages, losses, expenses, penalties, and liabilities of any
kind, including attorney's fees and administrative costs, attributable to or arising out of
Licensee's use of the GIS Data, or their use by unauthorized third-party recipients, or
from City's efforts to enforce this Agreement.
B. Licensee hereby releases City from all claims, actions, liabilities, losses, and
damages, including consequential or incidental damages, loss of profits, and indirect,
special, or other damages, attributable to or arising out of Licensee's use of the GIS
Data.
6. TERMINATION OF AGREEMENT.
•
•
Upon termination of this Agreement, Licensee must delete from Licensee's
computer network system, and from tape and disk storage devices and individual
computers, all electronic copies, backups, and archives of the GIS Data and any
derivatives thereof.
7. NOTICES.
Any notices that either party may desire to give to the other party under this
Agreement must be in writing and may be given either by (i) personal service; (ii)
delivery by a reputable document delivery service, such as but not limited to, Federal
Express, that provides a receipt showing date and time of delivery; or(iii) mailing in the
United States Mail, certified mail, postage prepaid, return receipt requested, addressed
to the address of the party set forth below or at any other address that party may later
designate by notice:
To City: City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Attention: City Manager
To Licensee: Alta Planning
617 West 7th Street,Suite 1103
Los Angeles.CA 90017
D.(213)437-3336 0:(213)489-7443
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TO EFFECTUATE THIS AGREEMENT,the parties have caused their duly
authorized representatives to execute this Agreement on the dates set forth below.
"LIC
:y. James Powell
Title: Senior Design Associate
Date: 3 J 141 11
Revie ed-by. ent Head:
Date: S• 2-0'
Reviewed by IT Manager:
Date:
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SCHEDULE 1
DESCRIPTION OF LICENSED GIS DATA
GIS DATA FILES WERE PREPARED ON THE FOLLOWING:
Computer Hardware: Generic Desktop
Operating System: Windows 10
ESRI Software: ArcMap
Version: 10.5.1
Date of Release: March 14, 2019
DESCRIPTION OF LICENSED GIS DATA:
GIS data for Hawthorne Blvd from PVDS to Crest:
- LARIAC 5 Contours Layer
- LARIAC 5 Aerials
-Conceptual Trails Plan Layer
- Updated Conceptual Trails Plan Layer
- California Coastal Trail Layer
- Preserve Trails Layer
- Bike-ways Network Layer
- Parks Layer
- Miraleste Park District Layer
- Parks Amenities Layers
- Preserves Layer
- Preserve Trailheads Layer
- City-owned Parcels Layer
- City Boundary Layer
- City Boundary Layer
- Ocean Layer
-Traffic Lights Layer