**SERVICE AGREEMENT WITH STATE ENTITIES**

**INSTRUCTIONS AND MODEL LANGUAGE**

This document is a template of APFO preferred format and content for
Agreements with State Entities.

Throughout the model, the locations of unique names, numbers, word
choices, etc. which should be completed by the State entity are
identified by words printed in caps inside brackets (e.g., \[STATE
AGENCY NAME\], \[NUMBER DOLLAR AMOUNT\], \[NUMBER\]). Please provide the
correct information (e.g., name, number) and enter it in regular style
print, (e.g., Department of Finance and Administration, \$1,000.00,
12345).

Additional instructions and notes regarding specific subsections are
provided below. All sections and subsections of the model are
recommended as draft. However, if changes are required we request these
actions be recorded by the "Track Changes" function in Microsoft Word
which would enable a prompt reply to and by both parties for the
proposed changes.

The media types offered in Section B, Deliverable Products and Schedule
are to economize costs for duplication and shipping. However, if you
unable to access the media types currently listed as a deliverable, then
please provide specific details of your media preference.

Required State Clauses shall be incorporated in Section C, General Terms
and Conditions of the Agreement.

AGREEMENT NUMBER \[NUMBER TO BE ASSIGNED BY APFO\]

BETWEEN

United States Department of Agriculture

Farm Service Agency, Aerial Photography Field Office

AND

\[AGENCY NAME\]

**SUMMARY**

A. Authority: This Agreement has been entered under the Authority of
Executive Order 12906, issued April 11, 1994. By and between the
\[AGENCY NAME\] herein referred to as \[AGENCY NAME ACRONYM\] and the
United States Department of Agriculture, Farm Service Agency, Aerial
Photography Field Office herein referred to as APFO.

B. Purpose: The purpose of this Agreement is to set forth the terms and
conditions for the work to be performed by each partner. See Addendum A.

C. Term: This Agreement shall remain in effect until September 30, 2009
(unless terminated early in accordance with Addendum A).

D. Modifications: This Agreement may be modified only by written
amendment executed by all parties, as identified below, prior to any
changes performed.

E. Contingencies: This Agreement is dependent upon FSA funding the NAIP
program and contractor costs not exceeding the funds available for this
project.

F. Costs: \[AGENCY NAME ACRONYM\] agrees to provide \[WRITTEN DOLLAR
AMOUNT (\$NUMBER)\] towards the cost for work described in this
Agreement. In no case shall this amount be exceeded without written
modification of the Agreement.

+---------------------------------+------------------------------------+
| AUTHORIZED APPROVALS            |                                    |
+---------------------------------+------------------------------------+
| a\. FOR REIMBURSING AGENCY      | b\. FOR AGENCY TO BE REIMBURSED    |
+---------------------------------+------------------------------------+
| SIGNATURE DATE                  | SIGNATURE DATE                     |
+---------------------------------+------------------------------------+
| TITLE                           | TITLE:                             |
|                                 |                                    |
|                                 | Ronald B. Nicholls, Director       |
|                                 |                                    |
|                                 | USDA/FSA/Aerial Photography Field  |
|                                 | Office                             |
+---------------------------------+------------------------------------+
| SIGNATURE DATE                  | SIGNATURE DATE                     |
+---------------------------------+------------------------------------+
| TITLE                           | TITLE                              |
+---------------------------------+------------------------------------+

**Addendum A**

This Agreement is established to cost share for the 2008 acquisition and
delivery of one meter resolution, natural color, ortho-rectified digital
imagery of \[PROJECT AREA\] (example: the entire state of Utah) (See
Attachment 1 for a list of the required DOQQs), by utilizing the
existing Indefinite Delivery Indefinite Quantity (IDIQ) National
Agriculture Imagery Program (NAIP) contract.

A. Scope of Work

> This Agreement is limited to those activities required to enable the
> APFO to contract, inspect, and deliver one meter natural color
> ortho-rectified digital imagery consistent with the requirements of
> the NAIP contract (USDA-NAIP-3-07) as amended and the current year
> task order (USDA-NAIP-3-08.) The contract and task order will be
> posted on the APFO website
> <http://www.fsa.usda.gov/FSA/apfoapp?area=home&subject=csrv&topic=bop>
> by February 28, 2008.
>
> 1\. **Partner Requirements**. To accommodate specific \[AGENCY NAME
> ACRONYM\] needs the following revisions shall be incorporated through
> a modification, if required, to the existing NAIP task order and/or
> contract award.
>
> \[PROVIDE THE LANGUAGE FOR THE REQUIRED REVISIONS.\]
>
> 2\. **Potential Product Defects**. In the event deliverables do not
> conform to the above reference contract or task order, APFO has the
> option to review and accept these materials as a convenience to the
> Government with possible consideration from the Contractor. APFO will
> provide notice to \[AGENCY NAME ACRONYM\] and consider any evaluation
> they wish to submit. However, APFO will have the final decision on
> product acceptance.

B. Deliverable Products and Schedule

The following products shall be acquired through the above referenced
NAIP task order and as accepted by APFO:

+-------------+--------------------------------+--------+------------+
| **Product** | **Description**                | **Fo   | **Delivery |
|             |                                | rmat** | Date**     |
|             |                                |        |            |
|             |                                |        | **on or    |
|             |                                |        | before**   |
+-------------+--------------------------------+--------+------------+
| O           | 1-Meter resolution, color      | Po     | Sept. 30,  |
| rthoimagery | balanced Digital               | rtable | 2009       |
|             | Ortho-rectified Quarter        | Hard   |            |
|             | Quadrangles (DOQQs,            | Drive  |            |
|             | 3.75-minutes longitude by      | (PHD)  |            |
|             | 3.75-minute latitude tiles)    |        |            |
|             | GeoTiff formatted. Required    |        |            |
|             | Tiles are as identified in the |        |            |
|             | NAIP Task Order.               |        |            |
+-------------+--------------------------------+--------+------------+
| Compressed  | Compressed county mosaic (CCM) | DVD or | Sept. 30,  |
| O           | as identified in the Task      | CD-ROM | 2009       |
| rthoimagery | Order derived from the 1-meter |        |            |
|             | ortho-rectified imagery in     |        |            |
|             | MrSID format. Compression      |        |            |
|             | ratio: nominal 15:1.           |        |            |
+-------------+--------------------------------+--------+------------+
| Metadata    | Compliant with the Federal     | Se     | Sept. 30,  |
|             | Geographic Data Committee's    | parate | 2009       |
|             | Content Standards for Digital  | file   |            |
|             | Geospatial Metadata            | at     |            |
|             | (FGDC-STD-001-1998;            | tached |            |
|             | <http://                       | to     |            |
|             | www.fgdc.govmetadata/csdgm/>). | i      |            |
|             |                                | magery |            |
+-------------+--------------------------------+--------+------------+
| Inspection  | Reports describing the results | Ha     | Sept. 30,  |
| and         | of APFO inspection and quality | rdcopy | 2009       |
| Accuracy    | assurance include complete     | or     |            |
| Reports     | inspection documentation with  |        |            |
|             | contractor provided accuracy   | CD-ROM |            |
|             | measurements and data.         |        |            |
+-------------+--------------------------------+--------+------------+
| Acquisition | APFO shall make available, a   | W      | Sept. 30,  |
| Progress    | graphical presentation of      | ebpage | 2009       |
| Reports     | acquisition progress.          |        |            |
+-------------+--------------------------------+--------+------------+

C. General Terms and Conditions

1\. **Administration**. The following individuals may be contacted for
their subject issues.

USDA-FSA-APFO

2222 West 2300 South

Salt Lake City, Utah 84119

Fax Number: (801) 956-3640

Financial and Terms of the Agreement:

Ms. Cindy Sessions, Contract Project Specialist

E-mail Address: <cindy.sessions@slc.usda.gov>

Telephone: (801) 844-2909

Technical and Product Specifications:

Mr. John Mootz, Contract Specialist

E-mail Address: <john.mootz@slc.usda.gov>

Telephone: (801) 844-2916

\[PARTNER CONTACT ADDRESS\]

\[SUBJECT: PARTNER CONTACT NAME, TITLE AND CONTACT INFORMATION\]

Only these individuals shall issue instructions, notices, consents,
demands, or other communications required by and for this Agreement. All
verbal communications shall have a same day written confirmation/summary
by either e-mail, standard or express mail, or fax.

2\. **Availability of Funds**. This Agreement is dependent upon
contractor costs not exceeding the funds available for this project. In
the event, costs exceed the funds available APFO will issue a
cancellation notice without entitlement of pay from \[AGENCY NAME
ACRONYM\].

3\. **Payment Schedule**. APFO will invoice for the amounts indicated
below upon the achievement of the following milestones:

Imagery Acquisition Fee \$

Product Delivery/Administration Fee \$

For the imagery acquisition fee APFO will invoice an amount not to
exceed the listed fee no later than four (4) weeks after the following
conditions have been satisfied: either all imagery acquired, or the end
of a flying season or any granted flying season extension. The invoice
amount shall be calculated by multiplying the not to exceed amount by
the percentage of imagery flown and recorded to APFO.

For the product delivery/administration fee APFO will invoice an amount
not to exceed the listed fee. Consideration will be granted for
defective products and if applicable, for termination or modification
costs, caused or requested by \[AGENCY NAME ACRONYM\].

4\. **Modifications**. Prior to any changes performed, this Agreement
may be modified only by written notice with the interested parties
consent expressed by signature and date in accordance with any required
laws or regulations.

Each party in this Agreement must acquire the required signature(s) on
two original copies of a modification so that each party may have an
original copy.

5\. **Incomplete Coverage**. In the event imagery acquisition is not
attained as scheduled, the \[AGENCY NAME ACRONYM\] shall not be invoiced
or a refund issued for the amount equivalent to the percentage not
flown.

6\. **Independent Parties**. It is expressly acknowledged by the parties
to this Agreement that each party and their actions are independent.
Nothing herein shall infer or construe a principal/agent relationship or
to allow one party to represents the other party in its actions.

7\. **Compliance with Federal Laws**. In performance of work under this
Agreement, all parties must fully comply with all applicable federal
laws, rules and regulations, including the Civil Rights Act of 1964, the
Age Discrimination Act of 1975, the American with Disabilities Act of
1990, and Section 504 of the Rehabilitation Act of 1973. The U.S.
Department of Agriculture (USDA) prohibits discrimination in all its
programs and activities on the basis of race, color, national origin,
gender, religion, age, disability, political beliefs, sexual
orientation, and marital or family status. (Not all prohibited bases
apply to all programs.)

Persons with disabilities who require alternative means for
communication of program information (Braille, large print, audiotape,
etc.) should contact USDA's TARGET center at (202) 720-2600 (voice and
TDD). To file a complaint of discrimination, write USDA, Director,
Office of Civil Rights, Room 326-Whitten Building, 1400 Independence
Avenue, SW. Washington, D.C. 20250-9410 or call (202) 720-5964 (voice or
TDD). USDA is an equal opportunity provider and employer.

8\. **Original Imagery Maintenance**. APFO will maintain and store all
original NAIP deliverables from the contractor at our facilities. All
accepted NAIP imagery shall be placed under public domain.

9\. **Cancellation**. This Agreement shall remain in effect until the
first of either completion of the objectives, formal termination, or
September 30, 2009. To formally terminate this Agreement either party,
shall provide written notice of cause and allow fourteen (14) days for
review and mutual consent. In the event of such cancellation, with the
exception of contractor costs exceeding availability of funds, the APFO
will be entitled to a payment for work and services performed,
determined on a pro rata basis, with all termination costs associated
with this cancellation.