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HomeMy WebLinkAbout5129Contract Number Vendor• Sub�ect: Department: File Class: Begin Date: End Date: Review Date Vault Date: Comments: 5129 KING COUNTY 2012 Regional Aerial Mapping Funding Agreement Engineering LEG 12-1 3/4/2012 12/31/2014 2016 , 2012 Regional Aenal Mapping Funding Agreement This Fundmg Agreement (Agreement) is entered mto by and among the City of Algona, the City of Auburn, the City of Bainbridge Island, the Bainbndge Island Fire Department, the Bainbndge Island Land Trust, the Bainbndge Island Metro Park and Recreation District, the City of Bellevue, the City of Bothell, the City of Bremerton, the Crty of Burien, the Crty of Clyde Hill, the City of Covington, the Covington Water Distnct, the City of Des Momes, the City of Enumclaw, the City of Federal Way, the City of Issaquah, the King County Water Distnct 125, the City of Kenmore, the County of Kmg, the Crty of Kirkland, the County of Kitsap, the Kitsap Public Uhhty Distnct, the Lakehaven Utility District, the City of Lynnwood, the City of Maple Valley, the City of Medina, the Crty of Mercer Island, the Midway Sewer Distnct, the Muckleshoot Tnbe, the City of Newcastle, the City of Normandy Park, the North Kitsap Fire and Rescue, the City of Pacific, the Port of Seattle, the City of Poulsbo, , the City of Redmond, the City of Renton, the Crty of Sammamish, the City of SeaTac, the City of Seattle, the City of Shoreline, the S'Klallam Tribe, the Crty of Snoqualmie, the Suquamish Tnbe, the Crty of Tukwila, the Umted States Geological Survey, the Valley View Sewer Distnct, the West Sound Utilrty Distnct, the Crty of Woodinville, the Town of Yarrow Point, and other counties, ciries and governmental service agencies that later �om (hereinafter "Party" or Parties") RECITALS WHEREAS, the Parties to this Agreement consist of a consortium of local governmental entities, mcluding counties, cities, and governmental services agencies, and WHEREAS, this funding agreement is authonzed by chapter 39 34 RCW, the Interlocal Cooperation Act, which allows local governmental entities to make ef�cient use of their resources by cooperating with each other on a basis of mutual advantage to meet the needs of local communities, and WHEREAS, the purpose of this Agreement is to permit the Parties to cooperate on the fundmg of a 2012 Regional Aenal Mappmg Pro�ect (Pro�ect), and WHEREAS, the ProJect will utilize vendor services for the production of orthoimagery and related aerial mapping, and include a structure for funding, governance, techmcal and administrative management, and quality control/quality assurance (QC/QA) of deliverables from the selected vendor (Vendor), and WHEREAS, agencies throughout the Pacific Northwest region regularly engage in �omt operations and provide mutual assistance through effective interagency cooperation Jointly fundmg the Pro�ect will optimize the agencies' powers and resources, and ensure a standardized product for all participants, and Regional[magery2012_Fundm�Final_2_Bremerton docx WHEREAS, this Agreement will provide substantial benefit to the citizens of the participating governmental agencies; NOW THEREFORE, it is hereby agreed and covenanted among the undersigned as follows I. PROJECT DESCRIPTION All Pro�ect details, techmcal specifications, and deliverable descnptions will appear in the Statement of Work (SOW) to be developed for inclusion m the Invitation to Bid (ITB) Bid submittals will be reviewed, includmg reference checks Any bid failmg to meet all requ�rements of the SOW will be re�ected All other bids will be considered accepted and will be ranked based on pnce The lowest pnced, accepted bid that fully meets all requirements of the SOW will constitute the contract between King County (as representative of the signatones of this Agreement), and the Vendor The primary Pro�ect goal (Standard Deliverables) is 3-mch, 6-inch, and 12-inch resolution orthoimagery, both natural color and near infrared, as well as stereo models, and supporting data Pro�ect costs are shared where Areas of Interest (AOIs) overlap, m turn reducing each Party's financial commitment A secondary Pro�ect goal (Supplemental Deliverables) is ancillary datasets such as transportation �mpervious, structure rooflines, other impervious surfaces, and detailed contours denved from the Standard Deliverables These costs will be paid solely by those Parties providing an AOI for these products, discounted for any savings from overlap among the AOIs II. PROJECT MANAGER King County shall appoint a King County Pro�ect Manager (PM) to manage the Vendor contract on a day-to-day basis The PM shall report to and make recommendations to the Pro�ect Steenng Comrruttee (PSC) on the matters descnbed in Section III 2 below, and shall be readily accessible via phone and e-mail by all Parties The PM shall remam an employee of King County at all times, and King County shall retain the nght and duty to supervise the PM at all times King County will assume all personnel costs associated with pro�ect management for the Pro�ect 2 The duties of the PM shall include a Form subcommittees and workgroups as needed by the Pro�ect, and as directed by the PSC, including a Techmcal Work Group (TWG) b In consultation with the TWG, work with, as necessary and as available, supplemental personnel resources as descnbed in Section V c Prepare a cost-allocation model for review and acceptance by the PSC Upon acceptance, populate the model with required data to provide each Party with accurate cost estimates, and a final cost once a bid has been accepted RegionalImagery2012_Fundmg_Final_2_Bremerton docx d Coordinate with King County Procurement to incorporate the SOW mto an TI'B, advertise the ITB, address any bid addendums, and evaluate, rank, and summanze bid submittals for review by the TWG and the PSC e Prepare wntten �ustification for all bids that are re�ected f Manage the Vendor contract on a day-to-day basis and provide direction and guidance to the Vendor as requested by the PSC g Report to the PSC and the TWG frequently on the Vendor's progress h Account for delivery of all Standard and Supplemental Deliverables, mcludmg a defined, but limited, quality check, and coordinate the more detailed QC/QA reviews to be performed by the TWG i Submit Vendor change order requests to the TWG and the PSC for evaluarion and determination of response � Submit Vendor mvoices to the PSC and direct payment of such mvoices by the Fiscal Agent upon approval of the mvoice by the PSC 3 The PM will provide staff support for and participate m PSC meetings, but shall not be a voting member of the PSC III. PROJECT 5TEERING COMMITTEE A Pro�ect Steenng Committee (PSC) shall be formed and shall consist of one voting representative from each Party that is a signatory to this Agreement The TWG will provide one votmg representative to the PSC The PM, as a non-voting member of the PSC, will provide coordination among the PSC, the TWG, and the Vendor The King County GIS Manager, as the Kmg County representative, will serve as the Chair of the PSC 2 The PSC shall direct the PM on all substantive decisions concernmg the work and shall review and take final action on the following specific rtems a Approve the Pro�ect methodology and calculations for cost allocation developed by the PM b Approve the SOW �omtly developed by the TWG and the PM pnor to issuance of the ITB The SOW will include a schedule for completion of the entire Pro�ect c Review and approve �oint recommendations by the PM and the TWG on the lowest-cost bid submittal that meets all requirements of the SOW d Determine a contingency percentage to be applied to the cost allocation model m addition to the Vendor contract pnce as set forth in Section VII 2 e Receive reports from the PM for management of the Vendor contract and deliverables f Approve the Quality Control/Quality Assurance (QC/QA) Plan developed �ointly by the PM and the TWG Review and approve Regionallmagery2012_Fundmg_Final_2_Bremerton docx 4 QC/QA results developed and submitted �ointly by the PM and the TWG, includmg re�ected deliverables and a timeline for redelivery g. Evaluate and provide direction to the PM regarding change order requests whether imtiated by the Vendor or by a member or members of the PSC h Authonze Vendor payments as submitted by the PM i Develop administrative policies necessary for proper functiomng of the PSC, and provide direction for the TWG and other ad hoc groups as may be necessary 3 Each representative of the PSC may appoint an alternate representative who shall be empowered to act on behalf of the pnmary representative 4 The PSC will make decisions by consensus However, if consensus cannot be reached, any PSC member may call for a vote Matters must be approved either by a simple ma�onty of all members present at a meetmg, or if the matter is proposed by email m accordance with Secrion IIIS, by a simple ma�onty of the PSC members 5 Meenngs of the PSC shall be held on an as-needed basis Meetings may be scheduled at the request of the Chair of the PSC, the PM, or by a ma�onty of the PSC members The Chair shall be responsible for the logistics of scheduling PSC meetmgs Attendance may be in person or via teleconferencing When required, voting by email will be acceptable IV. �'ECHNICAL WORK GROUP 1 The responsibilities of the Techmcal Work Group (TWG) shall include a Create a SOW for the Pro�ect and submit the SOW to the PSC for its approval b Review bid(s) ranked by the PM and provide a recommendation to the PSC on ranked bid(s), if any c Perform necessary QC/QA for Pro�ect deliverables and report results to the PM for commumcation to the Vendor d Execute any other tasks as may be required by the PSC 2 The TWG will provide one votmg representative to the PSC 3 The TWG shall consist of one voting representative from each Party that is a signatory to this Agreement A Party's PSC representative may also represent the Party on the TWG 4 The TWG will make decisions by consensus However, if consensus cannot be reached, any TWG member may call for a vote Matters must be approved either by a simple ma�ority of all members present at a meeting, or if the RegionalImagery2012_Fundm�Final_2_Bremerton docx matter is proposed by email in accordance with Section IV 5, by a simple ma�onty of the TWG members 1'� schedulmg TWG meetings teleconferencmg When required 5 Meerings of the TWG shall be held on an as-needed basis Meetmgs may be scheduled at the request of the chair of the PSC, the PM, or by a ma�onty of the TWG members The PM shall be responsible for the logistics of SUPPLEMENTAL RESOURCES Attendance may be in person or via , voting by email will be acceptable 1 The PM, m consultation with the TWG, may work with, as necessary and as available, supplemental resources with demonstrated techmcal expertise related to the pro�ect Contemplated supplemental resources mclude a registered photogrammetnst (or equivalent expertise), and supplemental pro�ect management with proven production and regional pro�ect expenence 2 Supplemental resources, when provided, will be bene�cial to the pro�ect participants All pro�ect costs associated with a registered photogrammetnst (or equivalent expertise) shall be borne by Kmg County, and all supplemental pro�ect management costs shall be borne by the Party providing the support VI. FISCAL AGENT King County, acting as fiscal agent for the Pro�ect, shall a Enter into a Vendor contract b Validate the cost for each Party c Invoice each Party in accordance with this Agreement d. Mamtam Pro�ect funds in the King County Imagery Reserve, a separate, non-mterest-bearmg fund managed by King County GIS Fund 5481, to be disbursed as provided in this Agreement e Pay Vendor invoices approved by the PSC f Refund excess funds, if necessary 2 King County shall perform and mamtain an accounting of payments received from all Parties mcluding billings received from the Vendor, payments made to the Vendor, and unspent funds Kmg County shall provide a statement of this accountmg to all Parties in email or wnUng quarterly or upon wntten (includmg e-mail) request 3 Upon receipt of a notice of any record keeping dispute, King County shall notify all Parties and meet �ointly with all interested PSC members within two (2) weeks to resolve any record keepmg dispute RegionalImagery2012_Fundm�Final_2_Bremerton docx 6 VII. CONTRIBUTIONS BY PARTIES 1 By executing Counterparts, Section XIX of this Agreement, each Party agrees to pay its required monetary contnbution, as stated on the signature page, for all Standard and Supplemental Deliverables for its AOI 2 The actual contribution for each Party (exclusive of grant funds) shall be calculated once the Vendor contract price is set, usmg the cost allocation model set forth below, which will mclude a contingency percentage to be determmed by the PSC Cost allocation model for Standard Deliverables (imagery and supportmg data) Each Party's fundmg commitment will be factored as the cost per fu113000-ft x 3000-ft tile (Tile) that intersects its AOI, discounting for sigmficant areas of water For Tiles where AOIs overlap, the cost will be prorated equally among the affected Parties Cost allocation model for Supplemental Deliverables Each Party's commitment will be factored as the deliverable umt cost times the area of the Party's AOI for that deliverable Where AOIs overlap for the same deliverable, the cost will be prorated equally among the affected Parties It is the sole responsibility of any affected Party to define the SOW requirements for its Supplemental Deliverables and to pay full costs, if not prorated with another Party 3 By sigmng this Agreement, each Party commrts to paymg rts full contnbution to the King County Imagery Reserve Fund by 4 p m, February 29, 2012 Any qualifications to this commrtment will be stated in Counterparts, Section XIX, for that Party An invoice will be generated for each Party 4 All payments to the King County Imagery Reserve Fund shall be made by check payable to Kmg County Finance, and sent to Kmg County GIS, 201 S Jackson St, Suite 706, Seattle, WA 98104, Attn Katy Cressey 5 By signmg this Agreement each Party is committing to license the pnmary Standard Deliverables (orthoimagery and supporting data) for its AOI resulting from this Pro�ect Default licensing terms will apply unless Party- specific licensing terms are mcluded m the SOW Each Party requiring licensing language different than the default will provide such language for inclusion in the SOW In contrast, Supplemental Deliverables will be purchased (owned outnght) by each Party committmg to this Agreement 6 Except for a contingency amount, as determmed by the PSC, King County shall not collect funds in excess of the Vendor contract pnce unless the contract pnce has been amended with a PSC-approved change order All funds collected by Kmg County shall be used solely to pay the Vendor for work completed under the Vendor contract Kmg County shall not collect, recetve or retam any of these funds for pro�ect management, admimstrative fees, or other actions it performs under this Agreement Should there be an excess of funds, Kmg County will refund any excess if greater than $10, and if Regionallmagery2012_Fundm�Final_2_Bremerton docx � the affected Party specifically requests the refund Any excess not refunded shall remain m the Imagery Reserve Fund for use m subsequent regional imagery acquisitions, until this Agreement (or as amended) expires, at which time all remaming funds will be refunded to the affected Parties 7 If a Party's contnbution is made up m whole or m part of grant funds, the Party agrees to provide Kmg County with a copy of the contract between itself and the grant fundmg agency in order to assist King County and the PSC m complying with the requirements of any such grant The grant contract shall be provided as soon as possible after comrrutting to this Agreement, and no later than when the Party deposits its funds with King County 8 In addition to the fiscal commitment for funding the Standard Deliverables and optional Supplemental Deliverables, Parties may, but are not required to, contribute as follows a Participate as a member or alternate to the PSC b Participate as a member of the TWG or other committee This may mclude assisting m establishing ground control, developing speci�cations for Supplemental Deliverables required by the Party, and developmg QC/QA procedures for Standard and Supplemental Deliverables required by the Party c Perform all ,detailed QC/QA of Standard and Supplemental Deliverables (if any) for its AOI using a TWG-defined plan and schedule (The PM will perform limited, baseline assessment of the Standard Deliverables only) VIII. ADDITION OF PARTIES 1 An entity may be added to this Agreement as long as the entity signs this Agreement by 4 p m December 2, 2011, or by 4 p m on the fourteenth (14th) day after the PSC selects a wmmng bidder, if after December 2" 2011 2 A Party added to this Agreement shall make full payment to the Kmg County Imagery Reserve Fund by 4 p m February 29, 2012 A Party may contnbute its share from its budget for either FY 2011 or FY 2012 3 Any entity who wishes to participate m the Agreement after the date established in VIII 1 may become a Party by contnbuting the required funds to the King County Image Reserve Fund This contribution will be the full cost (not prorated if shared by other Parties) of a Tile, if a Standard Deliverable, or the applied umt cost, if a Supplemental Deliverable Any funds due to a Party, whose cost would have otherwise been prorated due to the addrtional Party, will be managed per Secrion VII 6 IX. INDEPENDENT CONTRACTOR Reg�onallmagery2012_Fundm�F�nal_2_Bremerton docx The services provided by Kmg County under this Agreement are those of an independent contractor Employees of King County are and will remain employees of King County Employees of the other Parties are and will remain employees of their respective Parties Nothing m this Agreement shall be construed to render the Parties partners or �omt venturers X. INDEMNIFICATION Each Party shall defend, protect and hold harmless the other Parties from and against all claims, suits and/or other actions ansing from any negligent or intentional act or omission of that Parly's employees, agents and/or authonzed subcontractor(s) while performmg this Agreement XI. AMENDMENT The Parties may amend this Agreement Such amendments shall not be binding unless in wnting and signed by personnel authonzed to bind each of the Parties XII. CHOICE OF LAW AND VENUE This Agreement shall be governed by the laws of the State of Washmgton, both as to interpretation and performance Any action at law, suit m equrty or other �udicial proceedmg for the enforcement of this Agreement shall be instituted only in a court of competent�unsdiction in King County XIII. INTEGRATION CLAUSE This instrument embodies the entire agreement of the Parties with respect to funding of the Vendor contract There are no promises, terms, conditions or obligations other than those contamed in this Agreement This Agreement supersedes all previous commumcations, representations or agreements, either oral or wntten, between any Party and King County XIV. TERMINATION CLAUSE In the event that Kmg County decides not to hire a Vendor, this Agreement will ternunate and all Parties will receive a full refund of their contnbuted funds XV. NO ASSIGNMENT The Parties shall not subcontract, assign, or delegate any of their nghts, duties or obligations under this Agreement without the express pnor wntten approval of Kmg County Regionallmagery2012_Fundin�Final_2_Bremerton docx 9 XVI. DISPUTES In the event that a dispute ac7ses under this Agreement, the Parties shall endeavor to resolve the dispute in an amicable manner by direct discussions The Parties may elevate the dispute to the PSC for resolution If not resolved by the PSC by mutual agreement, then the Parties may engage in alternative dispute resolution by mutual agreement No party warves its nghts to seek legal remedy in the �unsdiction and venue stated m Section XII XVII. NOTICES All notices and other communications shall be given to the PM and all notices and other commumcations to the other Parties shall be given to the PSC member for each Party Notices shall be given m wnting and shall be sufficiently given and shall be deemed given three (3) calendar days after the date by which the same has been (a) mailed by certified mail, return receipt requested, postage prepaid, to the mailmg address shown ad�acent to the signatures of the Party to whom it �s addressed or (b) sent by email, with adequate proof of receipt retamed by the sender, to the email address shown adJacent to the signatures of the Party to whom it is addressed Any of the Parties may, by notice to all other Parties, designate any further or different addresses to which subsequent notices or other communications shall be sent XVIII. EFFECTIVE DATE; TERM Notwithstanding when this Agreement is signed, this Agreement shall take effect following its execution by each Party and shall expire at the end of 2014 unless terminated sooner This Agreement may be amended to allow it to be used for subsequent coordinated data collection efforts, mcluding, but not limited to, future orthoimagery acquisitions Regionallmagery2012_Fundm�Final_2_Bremerton docx � XIX. COUNTERPARTS This Agreement may be signed in several counterparts, each of which shall be an onginal, but all of which together shall constitute the same mstrument The Funding Commitment informarion from each Party will be summarized m a report distnbuted to all members of the PSC Name of Party 1 Fundmg 2 Funding Fundmg Commitment Commrtment Commrtment Standard Supplemental TOTAL Deliverables Dehverables (ima er ) City of Bremerton $3,698 90 $ 0 00 $3,698 90 Note Item 1 cost includes contingency (15% applied to base imagery base cost only) and applicable tax (9 5% applied to base imagery base cost only) Item 2 total includes contingency (15% applied to supplemental base cost only) and appltcable tax (9 5% applzed to supplemental base cost only) Fundmg Commitment TOTAL is the sum of Item 1 and Item 2 Regionallmagery2012_Fundm�F�nal_2_Bremerton docx m Party By Name �y�� L� T Name � rcJ �• �Pf�.-�-- Title �Q„���� Title i� � Address SyS ��S�,��_a Address 3yS ��.h S�C��� 51��0 �XQ��'� �� Ucv���� �v1� °�. 33l O( � � � �B'.�.�'1 Date �,Z �Z. /2 Date Project Steermg Comm�ttee Representatrve: Name E-Mail Phone � Kt� : �� Type or Prmt Name ���/��� 5.��'��� ��� Title � � Regional [magery2012_Fundm�Fi nal_2_Bremerton