CONTRACT 7454 OtherAgreement No. 7454
PARTICIPANT AGREEMENT BY AND BETWEEN THE
COUNTY OF LOS ANGELES
AND PARTICIPATING ENTITIES FOR THE
LOS ANGELES REGION — IMAGERY ACQUISITION CONSORTIUM 8
("LARIAC8") PROJECT
Page 11
Agreement No. 7454
LARIAC8
September 15, 2025
Page 2
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
El Segundo, a California city, special district, agency, or educational institution. Each
individual city, district, educational institution, 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 2026 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:
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.
Agreement No. 7454
LARIAC8
September 15, 2025
Page 3
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 Ri ht 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 LARIAC account which
Agreement No. 7454
LARIAC8
September 15, 2025
Page 4
has been established by the County for this Project (LARIAC Account) and
as further described in Paragraph 5 of this Agreement. Linder no
circumstances shall the Participating Entity be responsible for any
payment that exceeds its Maximum Contribution under this Agreement.
The Maximum Contribution of the Participating Entity shall be $19,484.
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.
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.
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 LARIAC Account established by the County in connection with the
Project, shall be subject to the following:
All funds held in the LARIAC 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 LARIAC 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.
mnKtomill
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.
Agreement No. 7454
LARIAC8
September 15, 2025
Page 5
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.
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 (Los
Angeles Regional Imagery Acquisition Consortium (LAR-IAC) 7
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 only with the prior written
consent of the Participating Entity.
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.
Any other California city, special district, agency, or educational institution
may become a Participating Entity under this Agreement if:
Such entity executes this Agreement, and
Agreement No. 7454
LARIAC8
September 15, 2025
Page 6
Such entity makes its Maximum Contribution to County as provided
for under this Agreement. Any such contribution shall be deposited
into the LARIAC 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.
IN WITNESS WHEREOF, the parties have executed this Participant Agreement for the
Los Angeles Region — Imagery Acquisition Consortium 8 Program on the date indicated
below.
PARTICIPANT ENTITY
City of El Segundo
�)Imjt'tj
Paul Silverstein, Interim ITSD Director
Date: 4,7 2 �Zd Z�
Susan Tnuax. Dtty lerk
� By:
David King, Assist i ",Y Attorney
BY: ..
MaAShaIreanntanbi—sk_-Manager
COUNTY OF LOS ANGELES '
INTERNAL SERVICES DEPARTMENT
Date: 11 /10/2025
Agreement No. 7454
LARIAC8
September 15, 2025
Page 7
ATTACHMENT A
DIGITAL DATA
All data will be acquired in 2026 unless otherwise noted,
Orthogonal Imagery
a 4-band orthogonal imagery (including color infrared) at 3-inch or better resolution in the
urban areas, and 9-inch or better in the National Forest.
• Multiple formats (TIFF, JPEG2000, and compressed ECW).
Oblique Imagery
• 3-band color oblique imagery at 3-inch resolution.
• Online hosted access for desktop and mobile devices.
Building Outlines
0 Building outlines updated for all buildings over 300 square feet.
Digital Terrain Data
• lidar point cloud including all elevation data (QL1 or better).
• Digital Terrain Model (DTM) — bare earth data derived from lidar.
• Digital Surface Model (DSM) - building and tree tops derived from lidar.
• Digital Elevation Model (DEM) — bare earth data optimized for processing.
• 1-foot contours for urban areas, and 2-feet contours for the National Forest.
Additional Data Product(s) as Feasible
• Additional high resolution image acquisitions throughout the three-year cycle.
• Normalized Difference Vegetation Index (NDVI).
• Solar Model.
• Raster Tree Canopy Model.
• Raster Building data Model.
• Hillshade.
• Slope.
• Raster Height Model.
• 3D mesh.
• Street -level imagery and derived products.
• Other additional derived GIS data products.
Agreement No. 7454
LARIAC8
September 15, 2025
Page 9
Map 1: Areas for Orthogonal Imagery Products
Legend
,�'". X01 Are a 1 - 3 rn ch
Area 2 - 9 nch
Orfho Imagery Grid
Las Ang eles County Sou rrdary
KEAN COUNTY
Los Angeles Region
Imagery Acquisition Consortium
(LARIAC)
Project Areas and The Grid
LOS ANGELES COUNTY
W-1 S.,w- LppdrRgnl
3230 lnperel hWy
Lb—y CA 90241
Abreh 24 2025
AN
:I'DIN
9NTY
ERSID
,LINTY
Agreement No. 7454
LARIAC8
September 15, 2025
Page 10
Map 2: Areas for Oblique Imagery Products
Oblique Imagery Types
Inege Capture Type
Comm—ty2-Way. No Neghborhmd
( (%. Community2-W3y. Neghbodwod 4-W3y
Cammu nny 2-Way. Ne ghba rhocd B-Way
C--ty 4-M y, No Neg hW rhaad
Ccmmunhy I -Way, Naghbodmad 0.V/3y
KERN COUNTY
Los Angeles Region
Imagery Acquisition Consortium
(LARIAC)
Oblique Imagery Grid
and Capture Types
LOS ANGEWS COUNTY
hismal Sanroes [!µ.Anent
0= lope nW FWy.
Do—y, CA B0242
16rdl 24 2025
Agreement NUddh+ent B
LOS ANGELES REGIONAL IMAGERY ACQUISITION CONSORTIUM ("LAR-IAC")
AUTHORIZED USER CONFIDENTIALITY AND NON -DISCLOSURE AGREEMENT
(THIS FORM APPLIES TO DATA FROM LAR-IAC4, LAR-IAC5, LAR-IAC6, LAR-IAC7 AND LAR-IAC8)
1. Pictometry International Corp., dba EagleView, a Dclawat-Q company with ollices at 25 Methodist Hill
Drive, Rochester, NY 14623 ("EagleView"), and the County of I.os Angcles ("Courity") hark", entered
into that certain agreement dated December 3, 2013, as amended from tirrie to time (""Agreement'") for
delivery of licensed digital mapping data and sof1ware ("Licensed Products") to the County, Linder the
Agreement, certain governmental entities ("Authorized Entities"), including County Departnicrits 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 1.1sers") of the Agreement, Licensed Products may only be
accessed or otherwise used by an AL11110rized User, which includes any contractor or consultant or an
Authorized Entity using the Licen.sed, 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 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 Authorized Entity ("Project"),
4. The undersigned Authorized User understands and agrees that the Licensed Products, contain
proprietary., trade secret andlor confidential inforination ("Confidential Information") of EagleVickv.
Therefore, by signing fMs Authorised 1.117ser C"onfidentiaJity 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 Authorized Entity.
5. EagleView and the County acknowledge, that the Agreement and certain information and
documentation (collectively, "Records") nTily be SLJbJCCt to public record requests (e,g., (7111ift>rnia
Public Record Act Request or Frecdorn of Inforniation Act Request) or other compelled legal
disclosure I-CCILICStS (e.g_ a, subpoena or warrant) (collectively, "Compelled Disclosure Requests"),
Should the ALAUIOtiUd Lntity reasonably believe that Records, in whole or in part, are Subject to
production via a valid, properly submitted Compelled Disclosure Request, the Authorized Entity will
promptly notify County and E_a,1glcVicw of such request providing rive (5) days advance notice prior to
producing any of 1he requested Records. EagleVicw explicitly reserves the right to object to any such
production and to pursue any and all remedies it has in both law and in equity to prcvent the release of
such Records, The Authorized User and the Authorized Entity, at EagleViews expense, shall
reasonably cooperate with EagleView in connection with the foregoing.
6. The undersigned Authorized User agrees to protect and maintain any Confidential Information the
Authorized User is given access to under this NDA using at least the same protections and to the same
extent the Authorized Entity uses to protect and maintain its own conriocritial information of a similar
nature.
7. 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 EagleView.
HOAA.D1512S68.1. Updated 2023.03.21
Agreement No. 7454
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 (Contractor/Collaborator):
Name / Title:
Organization:
Address:
City/ZIP:
Signature: I _.... Dater
AUTHORIZED BY (LAR-IAC Member Organization):
Name / Title:
Organization. -
Address:
City/ZIP:
Signature: Date:
APPROVED BY (County's LAR-IAC Project Director):
Name / Title: Steven J. t inbero /GeW�r p dwq(rbrmation Offilcer
Signature:
Date:
Note: Submit completed form and a copy of the contract between the Authorized En' :,+: :: ser
1 � '�` 1 a �� ;:�th that details the "Project" to Dr. Steven Steinber LAR (A� t r ��u.^rF � ��ir ~•;
copy (cc) to An Dang; LAR-IAC Project Manager, at, fro; r , ie "I a c' io.: ,Va:
HOA.101512568.1 Updated 202S.09.29