HomeMy Public PortalAboutAgreement_2017-02-27_Los Angeles County_Los Angeles Region Imagery Acquisition Consortium 5 Program (LAC-ICA 5)PARTICIPANT AGREEMENT BY AND BETWEEN THE COUNTY OF LOS ANGELES
AND PARTICIPATING ENTITIES FOR THE
LOS ANGELES REGION — IMAGERY ACQUISITION CONSORTIUM 6 ("LARIAC6") 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 2016-2017 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.
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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.
D. Acquire additional digital aerial products from the contractors through this
agreement, provided that a Statement of Work is provided. 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 LARIAC5 Participant Agreement
The Maximum Contribution of the Participating Entity shall be $22,540.
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 Contributions Administration of Trust Account
A. A Participating Entity shall have the following options in paying its
Maximum Contribution to the County hereunder:
L 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:
L 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 LARIAC5 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
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 5.13 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 15 LARIAC5 Participant Agreement
IN WITNESS WHEREOF, the parties have executed this Participant Agreement
for the Los Angeles Region — Imagery Acquisition Consortium 5 Program on the date
indicated below.
PARTICIPANT ENTITY
City of Temple City
By:
COUNTY OF LOS ANGELES
INTERNAL SERVICES DEPARTMENT
Date:
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Page 16 LARIAC5 Participant Agreement
By:LQ
Date:
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Page 16 LARIAC5 Participant Agreement
ATTACHMENT IV
DIGITAL DATA
All data will be acquired in 2017 unless otherwise noted.
Orthogonal Imagery
• 4 -band orthogonal imagery (including color infrared) at 4 -inch resolution in the urban
areas, and 1 -foot in the National Forest.
• Multiple formats (TIFF, JPEG2000, and compressed ECW).
• 3 -band orthogonal imagery acquired 4 times a year (4 -inch resolution) for internal use —
provided as a map service.
Oblique Imagery
• 3 -band color oblique imagery at 4 -inch resolution.
• Online hosted access for desktop and mobile devices.
Building Outlines
• Building outlines updated for all buildings over 400 square feet.
Map 1: Areas for Orthogonal Imagery Products
Page 18 LARIACS Project Area Maps
Map 2: Areas for Oblique Imagery Products
Page 19 LARIAC5 Project Area Maps