HomeMy Public PortalAboutAgreement_2014-08-25_Los Angeles County_Los Angeles Region Imagery Acquisiton Consortium 4 Program (LAC-ICA 4)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 City of
Temple City, 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
participation in the Project by the Parties. Thr
certain aerial imagery digital data which may inc
n Attachment A ("Digital Data"). It is the inter
acquired under this Agreement for areas within
jurisdictions of the Parties.
to provide a vehicle for the collective
Project shall focus on the acquisition of
Jude, but are not limited to, products listed
rt of the Parties that Digital Data shall be
the County of Los Angeles covered by the
Page � 2 LAR-IAC4 Participant Agreement
2A 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.
products.
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.
D. 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 13 LAR-IAC4 Participant Agreement
The Maximum Contribution of the Participating Entity shall be $22,540.00.
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:
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,
Page 14 LAR-IAC4 Participant Agreement
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.
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
is 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 contracts) 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 5.13 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.
Page � 5 LAR-IAC4 Participant Agreement
IN WITNESS WHEREOF, the parties have executed this Participant Agreement
for the Los Angeles Region — Imagery Acquisition Consortium 4 Program on the date
ndicated below.
PARTICIPANT ENTITY
City of Temple City
Date:
COUNTY OF LOS ANGELES
CHIEF INFORMATION OFFICE
BY.
Richard Sanche
Chief Information Officer
Date:
Page 16 LAR-IAC4 Participant Agreement