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AG 15-165RETURN TO: THOMAS FICHTNER EXT:2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1, ORIGINATING DEPT./DIV: IT 2. ORIGINATING STAFF PERSON: THOMAS FICHTNER EXT: 2547 3. DATE REQ. BY: ASAP 4. TYPE OF DOCUMENT (CHECK ONE): • CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) • PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): A INTERLOCAL ❑ OTHER 5. PROJECT NAME: 2015 REGIONAL AERIAL FUNDING AGREEMENT WITH KING COUNTY 6. NAME OF CONTRACTOR: KING COUNTY ADDRESS: 201 SOUTH JACKSON STREET MS:KSC -NR -0706, SEATTLE WA 98104 TELEPHONE 206-477 -4403 E -MAIL: Mike.Leathers@kingcounty.gov FAX: 206- 263 -3145 SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: COMPLETION DATE: 10/2/2015 9. TOTAL COMPENSATION $1+,462-66— (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES A NO IF YES, $ PAID BY. ❑ CONTRACTOR ❑ CITY OF PURCHASING: PLEASE CHARGE TO: 502 - 1100 - 046 - 518 -94 -414 10. DOCUMENT /CONTRACT REVIEW INITIAL/ DATE REVIEWED INITIAL/ DATE APPROVED PROJECT MANAGER DIRECTOR • RISK MANAGEMENT (IF APPLICABLE) • LAW��� 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED ❑ LAW DEPARTMENT XCHIEF OF STAFF SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK • ASSIGNED AG# AG# 4f 15' 1 (P5 • SIGNED COPY RETURNED DATE SENT: COMMENTS: 11/9 it COUNCIL MEETING DATE: August �l; 2015 ITEM CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: 2015 REGIONAL AERIAL MAPPING POLICY QUESTION: Should Council approve an Interlocal agreement with King County for 2015 aerial mapping imagery? COMMITTEE: FEDRAC MEETING DATE: July 28, 2015 CATEGORY: ® Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: Thomas Fichtner DEPT: Information Technology Attachments: Summary/Background & Funding; 2015 Regional Aerial Mapping Funding Agreement Options Considered: 1. Approve the Mayor's recommendation to enter into an Interlocal Agreement with King County for aerial mapping. 2. Deny approval and provide staff with further direction. MAYOR'S RECOMMENDATION: Mayor recommends entering into an Interlocal Agreement with King County for aerial ma" g. g. MAYOR APPROVAL: 21 If 'Ty _. - �I / /ir DIRECTOR APPROVAL ?� i /1S CHIEF OF STAFF: Initial/Date !/ Inidal/Date Committee Council Initial/Date Initial/Date COMMITTEE RECOMMENDATION: I move to forward the proposed Agreement to the August y, 2015 consent agenda for approval. r &4:::- Committee Chair Committee ember Committee Member PROPOSED COUNCIL MOTION: "I move approval of the Interlocal Agreement with King County for aerial mapping, effective August 5, 2015 through June 30, 2016 with a total compensation of $12,837.06, and authorize the Mayor to sign said agreement. " (BELOW TO BE COMPLETED BY CITY CLERKS OFFICE) f,QUNCIL ACTIk O I,A J APPROVE COUNCIL BILL # DENIED 1ST reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED— 1/2015 RESOLUTION # Summary /Background: Aerial imagery is used by our GIS department to produce maps using both GIS and AutoCAD software. This imagery set is similar to Google Earth, only it is of superior quality and it can be reproduced and used within our existing software. These maps are used by several departments including Public Works, Parks and Recreation, Community and Economic Development, and Police. Some common uses for aerial imagery include: planning for new developments, street improvements, inventory and maintenance tracking for the Surface Water Management Division, and even crime analysis and investigation for Police. The City's current aerial imagery dates back to 2012, when the City participated in a similar cost - sharing agreement with King County. Many things have changed in the City in the past three years, especially from an aerial mapping perspective. It is good to stay current to produce high quality, accurate, and updated maps. This Interlocal Agreement is part of a multi - jurisdictional cost -share that significantly reduces the City's cost and the costs of neighboring jurisdictions such as Auburn, Algona, Pacific, Des Moines, South King Fire and Rescue, Lakehaven Utility District, King County, and the United States Geological Survey. The City will receive 0.25 foot resolution images for this project. This is equal to what the City received in 2012. Funding: The funding for this project was approved as part of the 2015/2016 Adopted Budget. The total funding commitment is $11,162.66, with a 15% contingency of $1,674.40, totaling $12,837.06. 7/14/2015 2015 Regional Aerials Funding Agreement This Funding Agreement (Funding Agreement) is entered into by and among the various signatory parties (hereinafter "Participant" or "Participants ") who shall sign this agreement, including King County, who shall be acting as Fiscal Agent on the project's behalf. RECITALS WHEREAS, the Participants to this Funding Agreement consist of a group of local governmental entities, including counties, cities; State and /or Federal Governmental services agencies; tribes; utilities; and private corporations; and WHEREAS, this Funding Agreement (hereinafter "Agreement "), by authorization of the signing authorities within each respective agency, tribe or private corporation, shall allow governmental, tribal and private entities to make efficient 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 Funding Agreement is to permit the Participants to cooperate on the funding of a regional orthoimagery project referred to as the 2015 Regional Aerials Project (hereinafter "Project "); and WHEREAS, the Project will include a structure for funding, governance, technical and administrative management of the contracted vendors; will utilize vendor services for the acquisition and production processing of orthoimagery and related aerial mapping; and will utilize separate vendor services for quality control / quality assurance (QA / QC) of sampled deliverables from the selected acquisition /production processing vendor; and WHEREAS, agencies throughout the Pacific Northwest region regularly engage in joint operations and provide mutual assistance through effective interagency cooperation, jointly funding the Project will optimize the Participants' powers and resources as well as ensure a standardized product for all Participants; and WHEREAS, the Project 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: Page 1 of 42 7/14/2015 Section 1. Agreement Definitions As a precursor to being able to accurately define and describe the work to be accomplished as part of the Project, the following definitions are provided relative to this Agreement: 1.1. Acceptance or Accepted Mutually accepted and approved by all parties, including the County, the Contractor, the Third Party QA Vendor and (for imagery, related data or supplemental data) the Participants receiving the deliverable 1.2. Acquisition Vendor The contractor that acquires, processes, and delivers the Orthophotography and related deliverables under the 2015 Regional Aerials Acquisition Vendor contract 1.3. Acquisition Window The period of time, defined by calendar dates, during which all flights and necessary reflights should occur. Any additional flights and imagery acquisition outside of this window of time will be allowed only through the conditions stated elsewhere in this Agreement 1.4. Aerial Triangulation (aka Aero - triangulation, AT) Process using the Project's processed imagery, ground control, and airborne GPS data with specialized software to create a block adjustment solution 1.5. Agreement This contract (the Funding Agreement), including the recitals, main contract body, as well as all reviewed, approved and mutually executed addendums, amendments and Counterparts. 1.6. Airborne GPS Global Position Satellite hardware and software used in aircraft for determining the aircraft's position in space 1.7. Area of Interest (AOI) A polygon defining the area for which deliverables will be produced and a corresponding Esri- shapefile polygon for each deliverable 1.8. American Society for Photogrammetry and Remote Sensing (aka ASPRS) Also known as The Geospatial Information Society, ASPRS goals include promoting: the ethical application of active and passive sensors, the disciplines of photogrammetry, remote sensing, geographic information systems, and other supporting geospatial technologies. ASPRS also sets some of the more commonly used aerial mapping accuracy standards in the Unites States 1.9. CSDGM Content Standard for Digital Geospatial Metadata — Documentation used to construct metadata as established by the Federal Geographic Data Committee 1.10. Data Acceptance Testing (aka DAT) Includes a range of defined workflows to perform Quality Assessment and Quality Control (QA / QC) evaluation of processes and deliverables. These may be created, documented, updated and /or performed by the County, the Contractor, the Third Party QA Vendor and /or the Participants Page 2 of 42 7/14/2015 1.11. Digital Elevation Model (aka DEM) A digital model or 3D representation of the earth's surface in a format useable for orthorectification of imagery. 1.12. Digital Terrain Model (DTM) An enhanced version of a DEM in the same format, but with greater detail to support the maximum contour interval possible for the flight height, resolution etc. 1.13. Esri (aka ESRI) GIS software firm who produces an open source spatial data format called a shapefile. This file format is one of the most common GIS - related file formats in use currently. 1.14. Federal Aviation Administration (aka FAA) The Federal Aviation Administration is the division of the Department of Transportation that inspects and /or certifies civilian aircraft and pilots, enforces the rules of air safety, and installs and maintains air - navigation and air traffic control infrastructure. 1.15. Federal Geographic Data Committee (aka FGDC) A division of the US government that promotes the coordinated development, use, sharing, and dissemination of geospatial data on a national basis. 1.16. Final Orthophotography Final Orthorectified, DAT- and County- approved imagery tiles. 1.17. Global Positioning System (aka GPS) A means of providing location and time information, typically regardless of weather, based on satellite- derived data. 1.18. Ground Sample Distance (aka GSD) The distance between pixel centers as measured on the ground. 1.19. Inertial Measurement Unit (aka IMU) An electronic device that measures and records an aircraft's velocity, orientation and gravitational forces. 1.20. Infra -Red (aka IR or Ir) The band comprising the Infrared spectrum, which unless colorized into a light spectrum visible to the human eye, normally would be beyond the light range visible to humans due to its long wavelength. 1.21. Issue Report A report to be filed related to the acquired and /or processed imagery and related data, which alleges a defect, concern shortfall, as compared to either the published specifications or the accepted pilot test flight quality baselines for imagery and /or supplemental data. 1.22. Metadata Data describing data. A record containing information about a spatial data set or discrete unit of spatial data. The Federal Geographic Data Committee (FGDC) has published Geospatial Metadata Standards that will define the metadata to be collected. Page 3 of 42 7/14/2015 1.23. Nadir The point vertically beneath the camera center at the time of exposure, relative to the gravitational pull. Note that this may or may not be equivalent to the center of the camera's field of view depending on such factors as the aircraft's orientation. 1.24. Orthomosaic The seamless collection of final Orthophotography that is tiled for delivery. 1.25. Orthophotography (aka Orthophotographic Imagery, Orthorectified Imagery, Ortho Imagery) Digital image that has the properties of an orthographic projection. It is developed from a perspective aerial photograph by differential rectification to remove image displacements caused by camera tilt and terrain relief. 1.26. Participant(s) or Project Participant(s) Any town, city, County, public utility, tribe, or agency (at any governmental level), or private company or private utility who has joined in this collaborative project, for which King County is the Fiscal Agent. Joining of the project as a Project Participant is finalized only upon signing of the participation contract (known as the Funding Agreement, which provides the formal contractual relationship between King County and the Participant. 1.27. Photogrammetric Refers to the science of extracting map and surface- related information from photography collected in a stereo geometric manner. 1.28. Pilot Area (in the context of Orthophotography) Selected areas of Orthorectified imagery that must undergo and pass Data Acceptance Testing before the remaining areas are processed into final Orthophotography. 1.29. Pilot Area (in the context of supplemental deliverables) Selected areas of completed supplemental deliverable that must undergo and pass Data Acceptance Testing before the remaining areas are processed into final deliverables. 1.30. RGBir Orthophotography (aka 4 -Band Orthophotography) Orthorectified imagery that contains 4 bands of spectral information at 16 -bit. 1.31. Stereo Scans Stereo Scans are raw imagery. Additionally all references to Scans or Stereo Scans shall be understood to include the associated oriented world file. All preliminary Stereo Scans are not required to be fully orthorectified but instead represent auto - correlated imagery prior to any manual corrections, including such items as DEM reviews or updates; AT corrections; manual production edits; insertion of break lines; etc. 1.32. Preliminary Orthophotos (Pre -ortho) Draft, preliminary orthophotographs that are 'roughly' rectified with no additional processing delivered for use by client prior to later delivery of final Orthophotography, and are not required to pass Data Acceptance Testing 1.33. Project Participant (aka Participant) A Project Participant is any town, city, County, utility, private company, tribe, or agency (at any governmental level) who has joined in this collaborative project for which King County is the Fiscal Agent. Joining of the project as a Project Participant is finalized only upon signing of the Page 4 of 42 7/14/2015 participation contract (known as the Funding Agreement, which provides the formal contractual relationship between King County and the Participant. See also, "Participant" 1.34. QA / QC (Quality Assurance / Quality Control) Processes and methodologies used in Data Acceptance Testing to determine whether products or processes meet sufficient quality standards 1.35. Resolution The native acquisition or final resampled pixel size of final Orthophotography, expressed either in inches or feet 1.36. RGB (Red, Green, Blue) The 3 color bands in an additive color model generally used for 3 -band natural color Orthophotography 1.37. RGBIr (aka CIR) 4 -band color Orthophotography including both the standard RGB values as well as Infra -Red 1.38. Request for Proposal (aka RFP) A solicitation for proposals, issued by an agency or company interested in a product or service, to potential suppliers. The RFP generally will contain at a minimum a description of work to be performed or product to be delivered and may also contain an initial list of potential business, functional and / or technical constraints to be followed or other criteria to be met (requirements.) Responding parties are generally requested to provide all required information within the RFP and may also be allowed to provide additional information. The RFP will often, though not always, result in one or more parties being awarded a contract related to the RFP which contracts the party to deliver the services, products or other commodity to the agency or company who issued the RFP 1.39. Shapefile An open source geospatial vector data format for GIS software. It was developed by Esri, for storing spatial and attribute data and allowing interoperability between Esri and other parties GIS software products 1.40. Standard Imagery (aka "Standard Imagery and Related Data ") Standard Imagery refers to the developed and finalized Orthophotography delivered as part of this project. The "and Related Data" in the context of Standard Imagery includes the Ground and Airborne Control Plan, the Final Acquisition Report, the Seamline file, the Block Adjustment Plan, the stereo scans (with World file), the developed and finalized DEM and any other data created or produced during the production of the Standard Imagery 1.41. Statement of Work (aka SOW) Formal documentation that defines and /or describes required deliverables, requirements, work activities and processes of the project, along with the required timeline for key items associated with a given project or contract 1.42. Supplemental Deliverable Photogrammetric mapping products derived from final Orthophotography 1.43. Third Party QA / QC Vendor The Contractor that receives various deliverables in conjunction with or on behalf of the County and Participants and performs detailed QA / QC DAT reviews of deliverables from the image acquisition Contractor Page 5 of 42 7/14/2015 Section 2. PROJECT DESCRIPTION The Project is an effort to bring together regional partners in and around King, Snohomish and Kitsap Counties in order to acquire high - resolution aerial imagery and related GIS data for Participants at a significantly reduced cost. Further, by obtaining all imagery and related data from a single vendor during a single acquisition window, the project will create a single common, regional data baseline for future collaborative, planning, disaster response and economic development purposes, etc. Section 3. GEOGRAPHIC SCOPE This project encompasses an area of western Washington spanning approximately 3,876 square miles. Participating entities include approximately 100 cities, counties, tribes, state /federal agencies, first responders, utility districts and private businesses, all participating in this regional cost - sharing GIS collaboration. Geographically the Project area includes all or portions of King, Snohomish, Kitsap and Pierce Counties. Section 4. GOALS AND ANTICIPATED BENEFITS The following goals and benefits are anticipated for the project: 4.1. Cost Savings By leveraging regional collaboration, the Project expects to have a better overall negotiating strength with vendors due to the Project area's overall budget, geographic size and number of Participants. Also, duplicative costs (costs where 2 or more Participants previously would have paid full vendor pricing for the same tile, expense or deliverable) are expected to be substantially reduced. Further, in such a case where Area of Interest (AOI) overlaps exist between 2 or more Participants, under the Project's Cost Allocation Model (CAM), only a proportional fraction of the normal vendor cost of an overlapping tile will be borne by each Participant requesting that the — thus creating further individual Participant savings. Through the stronger negotiating position with vendors, the elimination of duplicative costs and through the cost sharing mechanisms employed when possible, a significant reduction is expected in each Participant's overall cost for obtaining such imagery and associated supplemental data. 4.2. Data Sharing Additionally, through this Project all Participants will have obtained imagery and related data from the same source, during the same overall 2015 Acquisition Window. Because of this, Participants across the region will be able to more easily share data with other Participants. Page 6 of 42 7/14/2015 Section 5. PROJECT DELIVERABLES The Project is being undertaken to obtain the following deliverables: 5.1. Standard Imagery and Related Deliverables The primary Project goal is to obtain Standard Imagery deliverables. This refers to high - resolution orthoimagery (may include both natural color and near - infrared), as well as stereo imagery models and supporting data. Note: Project costs for Standard Imagery deliverables listed above will be shared proportionally where two or more Participants' Areas of Interest (AOIs) overlap, in turn reducing each Participant's financial commitment for these deliverables. 5.2. Supplemental Data Deliverables The secondary Project goal is to obtain the ancillary data referred to herein as the Supplemental Deliverables. Supplemental Deliverables include such items as data related to impervious surface identification and categorization (transportation impervious, structure rooflines, other impervious surfaces) as well as detailed contours and digital terrain models (DTM.) These deliverables will be derived from the same industry best practices as used in creating the Standard Imagery and Related Deliverables. Note: Project costs for the optional Supplemental Deliverables will be borne solely by those Participants choosing these optional products. Section 6. VENDORS TO BE HIRED The following external resources are to be hired, at a minimum, to support successful execution of the Project and to help minimize any risks related to the successful delivery of project deliverables: 6.1. Primary Vendor (aka Acquisition Vendor) One vendor, hereafter described as the Primary Vendor, will be responsible for the aerial imagery acquisition and related data, as well as production processing and delivery of orthoimagery and related products. This vendor also will be responsible for the optional Supplemental Data processing and development into final deliverables. 6.2. Secondary Vendor (aka QA / QC Vendor) One vendor hereafter referred to as the Secondary Vendor, shall hold primary responsibility for performing quality assurance (QA) tasks, including quality control (QC) and related quality validation of the submitted imagery, data and supplemental deliverables submitted by the Primary Vendor. The quality control checks shall be performed by this vendor using a random or similar sampling method. These efforts will be supported by and coordinated with any supplemental testing performed by the Participant organizations. Page 7 of 42 7/14/2015 Section 7. PROJECT PROCESSES AND PROCEDURES The following section outlines the processes and procedures to be followed by the Project for selection of the relevant vendors, definition of participant Areas of Interest (AOIs), date estimation, project execution, tracking of defects, etc.: 7.1. Pre - Vendor Selection Documentation of Requirements and Specifications The Project will develop a documented scope, technical specifications, and detailed descriptions of vendor deliverables. This information will appear in the Request for Proposal (RFP) documents to be published to perspective vendors as part of the vendor selection process. 7.2. Requirements and Specification Explicitly Included in Vendor Contracts The Project will include the documented scope, technical specifications, and detailed task descriptions appearing in the RFP, or amended during vendor negotiations, within the Statement of Work (SOW) of any subsequent contract. 7.3. RFP Process to be Utilized Based upon 2012 participant feedback and lessons learned, this Project will utilize a Request for Proposal (RFP) process rather than the previously -used Invitation to Bid (ITB) process. This procedural change allows evaluation and selection of vendors based on qualifications rather than strictly on pricing. It is believed that this should improve the quality of deliverables; reduce schedule risk; reduce the overall project risk; etc. as compared to the 2012 Project. Once the RFPs are published and vendor responses received, the vendor responses will be reviewed and scored. Scoring criteria include a number of factors such as: 7.3.1. Ability to Deliver Vendor's ability to deliver on the full project scope as defined in the RFP, Technical Specs, etc. 7.3.2. Track Record Industry track record with other large- scaled projects such as this Project. 7.3.3. References References relevant to the project work to be done, with particular weight placed on projects of similar scope, design, requirements, etc. 7.3.4. Available Resources Available staffing, materials and equipment (including such items as aircraft, sensors, staff, software, detailed sensor capabilities, etc.) 7.3.5. Agreeability to the proposed flight window Availability for and agreeability to the requested flight window. 7.3.6. Experience level Amount of organization and staff industry experience (both lead and line staff.) 7.3.7. Expertise Perceived and documented expertise in this area. Page 8 of 42 7/14/2015 7.3.8. Experience with other large collaborative projects Experience with projects of similar size, number of participants and scope. 7.3.9. Overall pricing and value. Pricing and perceived overall value will also play a role, albeit a smaller factor than in the 2012 project's "Invitation to Bid" process. 7.4. Vendor Selection and Negotiations Once ranked, negotiations with the top two to three vendors will follow, with the goal of leading to a successful contract(s) between King County (representing the Participants as the Project Fiscal Agent) and both the Primary (Acquisition) Vendor and Secondary (QA/QC) Vendors. 7.5. Shared QA Process for the Evaluation of All Deliverable Types Based upon the issues encountered in the 2012 effort, the 2015 project will instead utilize the services of a competent, third -party vendor to take lead responsibility for sample -based testing of all primary photogrammetric data elements (adequacy of survey control network, raw imagery capture, analytical aero - triangulation solution, etc.) and standard imagery deliverables. Due to cost, it was deemed that this vendor would not test every image but would test a representative sampling of all deliverable types and general areas, with the test sample percentage rate dynamically being determined throughout the project life cycles according to the error rate detected. The Secondary Vendor will be responsible for testing and reporting the Primary Vendor's Project deliverables against contract specifications. Additionally where feasible they will assist in evaluating the key processes to be used by the Primary (Acquisition) Vendor during the performance of their services, also to be performed using a general sample test rate approach. 7.6. Participant's Imagery AOI by Tile Definitions The Area of Interest (AOI) for each Participant is defined according to a predefined grid, by full 3000 x 3000 -foot grid cells (tiles) represented by the shape file "idxp3000_2015.shp." This grid applies uniformly to all Participants. These tiles are intended to be used for determining each Participant's AOI and overlap calculations with other entities. However, all Project unit costs will be stated as dollars per square mile. Each tile is approximately one -third square mile. The exact conversion is 1 tile = 0.32238 square mile. 7.7. Participant Eligibility for Imagery Tiles All Project Participants are eligible to identify as their AOI any tiles within the project's defined subareas. At a minimum, all Participants will receive for their identified AOIs, primary photogrammetric data elements (survey control network, raw imagery, analytical aero- triangulation solution, etc.) and further eligible to include in their AOI any and all types of Supplementary Deliverables as defined in the vendor Scope of Work (SOW) and included in the vendor contract. 7.8. Smoothing of AOI Definitions Prior to completion of flight planning, at the discretion of the TWG Chair, some adjustments may be made to a Participant's proposed AOI if some 'smoothing' is required to adjust the edge of a resolution area. For example, small gaps and irregular borders could be eliminated in order to present a logical, cost - effective flying pattern. All resolution areas will be contiguous blocks Page 9 of 42 7/14/2015 wherever possible and will be of sufficient size and appropriate geometry to meet practical industry acquisition standards. 7.9. AOI Confirmation Required in Writing Prior to Signing Funding Agreement Prior to a Participant's signing of the Funding Agreement, the Participant will be required to confirm acceptance of their AOI in writing. If the party signs and submits the Funding Agreement without first sending documented confirmation of their defined AOI, their signature of the Funding Agreement shall be deemed as inclusive of their formal acceptance of their previously defined or described draft AOI as final. If such a party has not previously submitted a draft AOI prior to the deadline for the signing of the Funding Agreement, their subsequent imagery request shall need to be finalized at the earliest possible time, no later than 2 business days after the deadline for signing the Funding Agreement (Note: no late participants are allowed as part of the 2015 project — thus there is no option as occurred in 2012 for participants to be treated as "Late Participants." 7.10. AOI Adjustments Following the Start of the Flight Window After the beginning of final flight planning, no increase in a Participant's AOI will be allowed if it would change any Project Area resolution boundary. Note: Participants may increase their AOI at any time during the Project so long as the change does not modify any defined resolution boundaries. 7.11. No AOI Reduction Following Signature of the Funding Agreement Once a Participant signs this Funding Agreement, no reduction in its AOI is allowed. Following their Funding Agreement contract signature, a Participant may opt out of receiving any given deliverable, but is still responsible for the cost of the deliverable. 7.12. Other Deliverables: Change Orders not Outlined Above It shall be noted that any Change Orders which are not outlined above and which are issued on behalf of a sole Participant or on behalf of a group of Participants not representing the whole of all Participants, shall be priced separately within the respective Change Orders and all associated costs specific to such Change Orders shall be borne only by the requesting Participant or Participants. 7.13. Milestone Dates — General Provisions All project milestone dates shall not be formalized until the acceptance by the PSG of the Master Project Plan baselining. The baselined Master Project Plan shall encompass integration and mutual formal acceptance and sign off by all vendors and the County (as Fiscal Agent for the Project) of the final integration of the individual respective vendor project plans into the County project plan, to create the baselined 2015-Regional Aerials Master Project Plan. Such formalized dates shall be also subject to project re- baselining, pursuant to formal approvals by the Project Steering Committee and Project Sponsor. 7.14. Milestone Dates — Purposes within this Agreement Milestone dates will be used as described below as part of the cost calculations for all Participants. If any milestone date ambiguity exists, the formal determination of the milestone Page 10 of 42 7/14/2015 date in question shall, at the request of any Participant, be determined by a simple majority vote of the PSG (or Project Steering Group.). 7.15. One Resolution per Tile The Primary Vendor will create imagery of only one resolution for any given tile. Each tile shall be defined as 0.25 -foot, 0.50 -foot or 1.00 -foot resolution imagery. The Primary Vendor will fly and create orthoimagery at that resolution to conform to boundaries provided by King County. 7.16. Determination of Resolution for a Given Tile The resolution assigned to a tile is the highest resolution imagery requested by any Participant whose AOI includes that tile. All Participants 'buy in' to a tile at this resolution. SPECIAL NOTE: It is critical that Participants are aware of edge effects along resolution boundaries and plan their processes for AOI definition, testing and acceptance criteria accordingly. 7.17. Determination of Deliverables — Geographic Scope Participants will receive deliverables for solely those tiles included in their defined AOI and /or Supplemental Deliverables request, and as fully paid for according per this Funding Agreement. 7.18. Payment adjustments Every reasonable effort will be made by the Project to bill every invoice accurately and completely to the best of its ability. It should be noted however, given the number of Participants in this cost - sharing regional collaboration, that late- breaking decisions regarding changes in participation by one or more parties may ultimately result in adjustments (usually very minor) to the final costing of other Participants. The Project team agrees to make every reasonable attempt to mitigate the risk of this happening; however it asks that Participants be flexible should minor, last- minute changes occur in either the Project Participant's list or in AOI definitions. Page 11 of 42 7/14/2015 Section 8. PROJECT ROLES The following roles are planned for the Project team: 8.1. PROJECT MANAGER, or PM A PM shall be appointed by King County to manage the project. 8.1.1. PM Selection King County shall appoint a King County Project Manager (PM), whose role shall be to manage the overall project as well the vendors and contract(s) on an ongoing basis. 8.1.2. Reports to the Project Sponsor The PM shall report to the Project Sponsor regarding all applicable matters, plans, risks, issues, mitigations, votes, decisions, status and overall direction of the project. 8.1.3. Recommendations to the Project Steering Group (PSG) The PM shall make recommendations to the Project Steering Group (PSG) on the matters described in the associated PSG section below. Note: The description, composition and duties of the PSG will be described in the relevant PSG section below. 8.1.4. Accessible by Participants The PM shall be as readily accessible as possible (based on meetings, tasks and prioritization of work) via phone and e-mail to all Participants. 8.1.5. Employee of King County The PM shall remain an employee of King County at all times, and King County shall retain the right and duty to supervise the PM at all times. 8.1.6. PM Duties The duties of the PM shall include: 8.1.6.1 Form Subcommittees and Workgroups. Form subcommittees and workgroups as needed by the Project and as directed by the PSG, including a Technical Work Group (TWG), working with Mike Leathers, King County GIS Data Administrator and Project technical lead. 8.1.6.2 Facilitate Communication between the PSG and TWG Coordinate with the King County GIS Center Data Coordinator and the TWG on any technical issues requiring input/consultation between the PSG and TWG. 8.1.6.3 Funding Agreement Work with the TWG Chair to prepare the Funding Agreement. 8.1.6.4 Facilitate the RFP Creation and Advertisement Process Coordinate with King County Procurement to 1) incorporate the SOW into a RFP; 2) advertise the RFP in compliance with statutory and local requirements; 3) address any RFP addenda and 4) summarize applicable decisions related to the RFP for review and approval by the PSG 8.1.6.5 Facilitate and Record the Ranking of RFP Respondents Page 12 of 42 7/14/2015 Submit a written summary of review and ranking of RFP results to King County Procurement to initiate contract negotiations with vendor finalists. 8.1.6.6 Facilitate Final Selection of Vendor /s and Subsequent Negotiations Lead the project to conclude negotiations with a successful contract(s), working with the PSG and King County Procurement. 8.1.6.7 Vendor Management Manage the Primary and Secondary Vendor contract(s) on a regular basis as required and provide direction and guidance to the Vendor(s) as requested by the PSG. This is anticipated to involve management of the Primary and Secondary Vendor to assist in ensuring all relevant contract specifications and requirements are met. 8.1.6.8 Vendor Status Reporting Report to the PSG and the TWG as necessary on Vendor progress. 8.1.6.9 Facilitate Tracking and Recording of Deliverables to Participants Work with GID Data Center Administrator (Mike Leathers) and all Participants to track and record delivery of all Standard and Supplemental Deliverables ordered by Participants. 8.1.6.10 Facilitate QA Defect Triage Meetings Facilitate detailed QC /QA overall defect reviews and /or new defect triage meetings as needed for accurate QA audit, remediation and reporting purposes. 8.1.6.11 Facilitate the Change Order Process Submit change order requests to the PSG for approval and submission to the Vendor(s). 8.1.6.12 Facilitate Vendor Invoice Approvals and Disbursements Submit Vendor invoices to the PSG and County, and direct payment of invoices by the Fiscal Agent upon approval of invoices by the PSG. 8.1.6.13 Coordinate PSG Meetings The PM will provide support for and participate in PSG meetings. 8.1.6.14 Coordination meetings between the PSG, TWG and Vendors The PM, as a non- voting member of the Project Steering Group (PSG), will provide coordination among the PSG, the TWG, and the both the Primary and Secondary Vendors. 8.2. PROJECT STEERING GROUP The Project Steering Group (PSG) shall be formed to assist in the leadership and decision making processes of the Project. 8.2.1. PSG Composition The PSG shall be comprised of no less than 5 and no more than 10 members. For the 2015 Project, the PSG shall consist of a voting representative from each of the following participating organizations: the City of Auburn, the City of Bellevue, the City of Bothell, the City of Issaquah, the City of Kirkland, the County of King, the County Page 13 of 42 7/14/2015 of Kitsap, the City of SeaTac, the City of Seattle, and the County of Snohomish. 8.2.2. PSG Chair The King County GIS Center Manager, as the King County business representative, will serve as the Chair of the PSG. Note: as defined in the Project Charter, the Project Sponsor will oversee the PSG and shall hold final approval authority on matters referred to the PSG for votes. 8.2.3. PSG Member Duties The duties of PSG Members shall include: 8.2.3.1 Direct Substantive Decisions The PSG shall direct the PM on all substantive decisions concerning the work and shall review and take final action on the following specific items: 8.2.3.2 Approve the Funding Agreement Approve the Project methodology and calculations of the Funding Agreement (including applicable addenda and counterparts) developed by the PM and TWG Chair. 8.2.3.3 Approve the Statement of Work Approve the preliminary SOW jointly developed by the TWG and the PM prior to issuance of the RFP. 8.2.3.4 Review and Approve the Vendor Selection Recommendations Review and approve the final vendor recommendation /s published by the King County project team regarding the most advantageous RFP response that meets requirements of the SOW. 8.2.3.5 Receive and Review Status Reports regarding vendor performance Review all reports from the PM for management of the respective vendors and deliverables and provide applicable direction where deemed necessary by the PSG. 8.2.3.6 Review and Approve the QA Plans Approve the Quality Control /Quality Assurance (QC /QA) Work Plan developed jointly by King County, the Secondary Vendor and the TWG. 8.2.3.7 Approve the sample QA/QC rates Approve the sample QA/QC rates for upcoming testing which are proposed by the QA/QC Secondary vendor based on current error detection rates. 8.2.3.8 Review and approve QC /QA reporting Review and approve QC /QA results developed and submitted by the Secondary Vendor, including oversight of rejected deliverables and approving the Primary and Secondary Vendor's timeline for redelivery. 8.2.3.9 Review and Approve Change Orders Review and Approve Change Order requests, whether initiated by the Vendor or by Participants. 8.2.3.10 Review and Approve Vendor Invoices Page 14 of 42 7/14/2015 Review and authorize Vendor payments as submitted to the PSG by the PM. 8.2.3.11 Develop administrative policies Develop administrative policies necessary for proper functioning of the PSG, and provide direction for the TWG and other ad hoc groups as may be necessary. 8.2.3.12 Provide Project Assistance Provide assistance as a group with tasks, activities or deliverables for the Project as outlined in the Project Charter. These activities and deliverables shall relate to tasks which contribute to the successful delivery of the Project but which currently allocated staff do not have available bandwidth to deliver. Alternately, the PSG may authorize (subject to approval by the Project Sponsor) the hiring of additional staff to perform these activities, or assign staff from their organizations on a temporary support basis. 8.2.4. Appointment of an Alternate / Back Up PSG Member Each representative of the PSG may appoint an alternate representative who shall be empowered to act on behalf of the primary representative in their absence 8.2.4.1 Meeting Attendance by the Alternate PSG Member Such an alternate may attend any applicable meetings on behalf of the primary PSG member who appointed them and shall be deemed attendance of all such meetings by the relevant organization. 8.2.4.2 Voting by the Alternate PSG Member Such an alternate may also cast a vote or votes on behalf of the PSG member in their absence, unless previously restricted by the Primary PSG member who appointed them and as recorded in an email to the PM in advance of any such vote. 8.2.4.3 Other Rights and Privileges of the Alternate PSG Member Additionally, the PSG Alternate may act with all other rights and privileges of a PSG member, subject to any restrictions placed on their role by the Primary PSG member who appointed them, and as recorded in advance in an email to the PM. 8.2.5. PSG Voting The PSG will strive to make decisions by unanimous consensus. However, if unanimous consensus cannot be reached, any PSG member may call for a vote. 8.2.6. PSG Meeting Votes The following rules govern votes held during the monthly and /or ad hoc PSG meetings; any joint PSG/TWG meetings; or by email: 8.2.6.1 Quorum required No PSG meeting vote shall be held unless a quorum of PSG members are present at that meeting. Page 15 of 42 7/14/2015 8.2.6.2 Definition of Quorum For the purposes of this project, a PSG quorum shall be defined as the simple majority of all PSG members. Present or alternate members for those organizations whose primary representative was unable to attend. 8.2.6.3 Majority Votes — Meetings held by Members in Attendance For all PSG votes held in- person, PSG votes will be approved by a simple majority of the total number of all PSG members, or their formally recorded alternates, who are in attendance. 8.2.6.4 Majority Votes — Meetings held by Members through Email PSG votes shall be held by email for all instances wherein the required number of PSG Members (or their designated and recorded Alternates) needed to establish a quorum are not in attendance. Additionally, any vote may be called by any PSG member to be held via email during the discussion related to any pending PSG vote or motion. As with in- person PSG Votes, all such votes shall be decided by a simple majority of email votes cast and sent to the project PM prior to any stated deadline which was provided in the email describing the issues related to the vote and calling for PSG members to cast their votes. 8.2.6.5 All PSG Members Invited to Votes No PSG meeting vote or email vote shall be held unless the meeting invitation or related invitation to cast a vote by email was sent to all current PSG members prior to the vote. 8.2.6.5.1. Missed PSG Member Invitations In the event that any members were missed in the invitation, the formal result of any such vote shall not be determined — or shall be formally recalculated, once all members have been invited to cast their votes. 8.2.6.6 Recording of Votes Any vote held during the course of a PSG meeting shall be recorded in the Meeting Minutes. 8.2.6.7 Votes generally to be reiterated in email for tracking purposes The preferred method for decisions made by vote during meeting sessions shall be that the vote shall be formally repeated via email for the purpose of records retention and tracking. 8.2.6.8 Record of votes retained These email responses will be retained by the PM, initially in Outlook and upon project completion, as part of the King County Electronic Records Management System. 8.2.6.9 Voting records Any vote responses not sent by a given PSG member to all other members shall not generally be redistributed to all other PSG members by the PM or other party unless a subsequent vote by the PSG members has passed specifically requesting an full disclosure vote summary report, which shall summarize the issue, any related context summary and all votes cast and by whom. Page 16 of 42 7/14/2015 8.2.6.10 PSG Vote Results Published All PSG vote outcomes, once decided, shall be distributed via email to the PSG; the PSG and TWG or the full Stakeholder Members Group as applicable. 8.2.7. PSG Meeting Schedule Meetings of the PSG shall generally be held per a regular, recurring monthly meeting. Additional PSG meetings may be held on an as- needed basis. Meetings may be scheduled at the request of the Project Sponsor, the Chair of the PSG, the PM, or by a majority of the PSG members. The Chair shall be responsible for the logistics of scheduling PSG meetings. Attendance may be in person or via teleconference. 8.2.8. PSG Meeting Attendance The following shall define PSG members' attendance requirements for PSG meetings: 8.2.8.1 Scheduled Recurring Meetings PSG Members attendance shall be mandatory (either directly or through their appointed alternate member) at the regularly scheduled monthly meetings which have been scheduled no less than 2 weeks in advance. No more than 3 meetings may be missed by any PSG member in any 12- month meeting period. 8.2.8.2 PSG Meeting Attendance — Ad Hoc Meetings Attendance by PSG Members at all other non - monthly meetings is highly encouraged but shall be considered optional, and shall not count against the "3 missed meetings" clause above. 8.3. PROJECT SPONSOR The Project Sponsor (aka "Sponsor ") shall provide a variety of key duties to the project: 8.3.1. Initial Project Definition The Sponsor also shall provide high level direction, definition and business input to the Project throughout the project, but in particular during the initiation and planning steps performed at the Project's inception 8.3.2. Ongoing Oversight of the Project The Sponsor shall also provide ongoing high level oversight of the project throughout its life cycle, using sources such as status reports, Project Manager - supplied interim updates, PSG vote results, etc. Additionally based on these and any other data points received, the Sponsor will continue to provide direction as required with regards to key Project decisions, scope and direction 8.3.3. High Level Coordination The Sponsor coordinates all departments of the Fiscal Agent organization and engages on the project related to issues of external stakeholder resource and role management Page 17 of 42 7/14/2015 8.3.4. General Engagement with Primary Stakeholders for Escalated Issues As deemed necessary by the Sponsor, the Sponsor while associated stakeholders so as to integrate the delivered project into the client organization and take full benefits from it such that the business case is fulfilled.' 8.4. TECHNICAL WORK GROUP A Technical Work Group (TWG) shall be formed to provide input and recommendations on key project decisions which have a technical component or key technical information involved as an input to the decision. 8.4.1. TWG Group Open TWG shall be an open group, with members joining or leaving at will as their scheduled availability permits. 8.4.2. TWG Composition The TWG shall consist of one or more representatives from each Participant. Any PSG representative may also be a member of the TWG 8.4.3. TWG Duties The duties of the Technical Work Group (TWG) shall include: 8.4.3.1 SOW creation Create SOWs for both the Primary and Secondary Vendors, and submit these SOWs to the PSG for its approval. 8.4.3.2 Participation in vendor selection Provide the necessary members, as chosen by the PSG, to participate in the RFP vendor response review group. This group will review and score proposals, summarizing their results for presentation by the PM to the PSG. 8.4.3.3 Review and assessment of defect reports Review quality assessment reports generated by the Project technical assistance / Quality Assurance Vendor. 8.4.3.4 Tasks as directed by the PSG Execute any other tasks as may be required by the PSG. 8.4.4. Calls for TWG Votes The TWG will strive to make decisions and /or recommendations by unanimous consensus. However, if unanimous consensus cannot be reached, any TWG member may call for a vote. If seconded, the vote will go forward. 8.4.5. TWG voting majority defined Voting matters must be approved either by a simple majority of all members present at a meeting, or if the matter is proposed by email, by a simple email majority of the TWG members. 8.4.6. TWG Meeting Schedule Meetings of the TWG shall be held on an as- needed basis with a non - binding attendance by members. Meetings may be scheduled at the request of the chair of the PSG, the PM, or by a majority of the TWG members. The PM shall be responsible for the logistics of scheduling TWG meetings. Attendance may be in person or via Page 18 of 42 7/14/2015 teleconference. 8.4.7. TWG Chair The initial Chair of the TWG shall be the King County GIS Center Data Coordinator. 8.4.8. TWG Chair to Provide Pricing Following initial acceptance of the Funding Agreement by the PSG, the Chair of the TWG shall populate the cost allocation model with required data to provide each Participant with periodic cost estimates and final pricing per the methods and formulas outlined in the description of the Cost Allocation Model outlined in Addendum A of this document. 8.5. SUPPLEMENTAL RESOURCES Supplemental resources shall include any additional staff not provided for elsewhere in this document, but who are hired to assist with the successful delivery of the Project. All staff that may be hired to supplement existing resources must first be approved by the PSG and /or Project Sponsor and all Participants shall be readily notified should there be any impact to the Participant pricing due to such a change. 8.5.1. Supplemental Resources — Potential Roles Supplemental resources shall include but not be limited to any GIS experts, photogrammetric experts, or project administrative staff that may be contracted or otherwise engaged to assist the project on an as- needed basis. 8.5.2. Supplemental Resources — Activities and Oversight The PM, in consultation with the TWG and /or PSG, may work with these supplemental staff resources in order to meet any and all goals related to the Project. Section 9. FISCAL AGENT 9.1. King County, acting as fiscal agent for the Project, shall assume the following responsibilities. These tasks may be performed by any applicable staff within the County: Fiscal Agent Duties - General King County shall perform the following general fiscal agent tasks, to be executed by any applicable staff appointed by the County: 9.1.1. Vendor Contract Management Manage the vendor contract. 9.1.2. Maintain Project Funds Maintain Project funds in the King County Imagery Reserve, a separate, non- interest- bearing fund managed by King County GIS Fund 5481, to be disbursed as provided in this Funding Agreement. Page 19 of 42 9.2. 9.3. 7/14/2015 Vendor - facing Fiscal Agent Responsibilities — General King County shall also perform the following duties related to vendors: 9.2.1. Vendor Invoice Payment Pay vendor invoices which have been formally approved by the PSG. 9.2.2. Accounting and Tracking of Vendor Invoices and Payments 9.2.2.1 King County shall maintain an accounting of payments related to the vendors, including: Billing / invoices received from the Primary Vendor and Secondary Vendor 9.2.2.2 Payments made to any vendor 9.2.2.3 Outstanding amounts still owed, if any 9.2.2.4 Unspent funds 9.2.2.5 King County shall provide a statement of this accounting to all Participants at Project closure. Participant- facing Fiscal Agent Duties King County shall also perform the following duties related to Participants: 9.3.1. Participant Invoicing Invoice each Participant in accordance with this Funding Agreement. 9.3.2. Calculation and Validation of Participant Pricing Calculate and perform reasonable validation of the cost for each Participant. 9.3.3. Billing / invoices issued to each participant A record of all participant invoices shall be documented, maintained and reported 9.3.4. Payments made by each participant A record of all participant payments shall be documented, maintained and reported 9.3.5. Outstanding amounts still owed, if any A record of all unspent funds shall be documented, maintained and reported 9.3.6. Unspent funds A record of all unspent funds shall be documented, maintained and reported 9.3.7. Applicable Participant Refunds A refund of any excess amounts paid shall be made to Participants at project closure, as necessary. 9.3.8. Reporting King County shall provide a statement of this accounting to each Participant. 9.3.9. Disputes Upon receipt of a notice of any record - keeping dispute related to Section IV, items 8 or 9 above, King County shall notify all relevant Participants and meet jointly with all interested parties and the PSG members within two (2) weeks to resolve any record- keeping dispute. Page 20 of 42 7/14/2015 Section 10. FINANCIAL CONTRIBUTIONS BY PARTICIPANTS The following section describes the general principle which directly relate to the financial contributions of Participants taking part in the Project. 10.1. Signature Indicates Agreement to Pricing By executing Counterparts, Section XIX of this Funding Agreement, each Participant agrees to pay its required monetary contribution, as stated on the signature page, for all Standard and Supplemental Deliverables for which they have contracted. 10.2. Participant Pricing — Initial Estimates The initial pricing estimate for each Participant (exclusive of grant funds) shall be provided once the Primary and Secondary Vendor contract prices plus any additional consultant fees are set, employing the cost allocation model for Project deliverables as found in Addendum A. Initial pricing estimates are provided for informational purposes only throughout the initial Project period leading up to final execution of the Funding Agreement by all Participants, to assist Participants with cost estimation purposes. Each pricing estimate iteration will be a best effort attempt by the Chair of the TWG based on currently available information and shall be considered non - binding with regards to final pricing. 10.3. Preliminary 2014 Cost Estimates — 2014 Invoices For the primary purpose of those participants requiring invoicing in 2014, one or more Preliminary Final Pricing Estimates shall be generated during Q4 2014, depending on each individual Participant's required invoicing deadline. Each such estimate shall be considered non - binding with regards to final pricing (as the finalized list of participants and AOIs will not be determined until 2015), but shall also be a best -effort attempt by the TWG Chair to provide pricing based on the latest available information available at the time the pricing estimate is generated. An additional set of Secondary Final Pricing Estimates shall be generated during 2015, also to be based on a best effort attempt by the TWG Chair, utilizing the latest available information. 10.4. Participant Pricing — QA Pricing Variable As the QA vendor may be contracted according to a sliding scale, to be adjusted in accordance with the error detection rate and related PSG approvals, the final Participant pricing may not be known until Project completion. However, since a maximum expense cap would be established in such a QA pricing scenario, the maximum QA inspection rate is not anticipated to exceed the pricing estimates provided at the time of 2015 Participant invoicing. 10.5. Signature Represents Participant Commitment to Purchase By signing this Funding Agreement, each Participant commits to paying its full contribution to the King County Imagery Reserve Fund. Page 21 of 42 7/14/2015 10.6. Funding Agreement and Related Invoice Milestones The Funding Agreement, execution and Participant invoicing shall occur according to the following process and milestones: 10.6.1. Funding Agreement Publication The Funding Agreement will be distributed in email to all potential stakeholders / Participants who have indicated their intent to join the Project. 10.6.2. Participant Review Period — Standard Deliverables From the date the Funding Agreement is published to all stakeholders, the prospective Participants shall have no less than forty -five (45) calendar days for review, feedback and the potential joint creation with the County and Vendors of Participant- specific Funding Agreement Counterparts related to the Standard Imagery and related data deliverables. Note: such Counterparts shall not cover the Optional Supplemental Data deliverables, which shall always be defined through the Change Order process. 10.6.3. Funding Agreement Counterparts due date The completion date for the initial draft of Counterparts shall be 30 calendar days after the publication and distribution of the Funding Agreement to all Stakeholders. All Counterparts shall be finalized with the County and Vendors by forty -five calendar days following publication of the Funding Agreement to all Participants 10.6.4. Invoice Payment Period — Standard Deliverables The invoice remediation period shall then begin. The invoice payment period end date shall be published. This date and shall be no less than forty -five (45) calendar days following the conclusion of the Participant review and Counterparts creation period. Any qualifications or extensions to this date will be stated in the Counterparts to this Agreement and shall be specific to the Participant executing that Counterpart. 10.6.5. Optional Supplemental Data deliverables invoiced and paid separately For Supplemental Deliverables (whether new work or built upon an existing baseline): the Project milestone representing the start of the development phase for their Supplemental Deliverables (new work.) The specific dates for these payment - related milestones shall be determined and agreed to by all parties (the primary and secondary vendor, King County and the Participant requesting this work) prior to the start of execution of such work 10.7. Participant Payments — Directed To All payments to the King County Imagery Reserve Fund shall be made by check payable to King County Finance, and sent to King County GIS Center, 201 S Jackson St, Suite 706, Seattle, WA 98104, Attn: Katy Cressey. 10.8. Participant Payments — General Limits Except for a contingency amount, as determined by the PSG, King County shall not collect funds in excess of the amounts contracted with the Primary Vendor, Secondary Vendor and any contracted orthophotographic consultant, unless the contract price has been amended with a PSG - approved change order. All funds collected by King County shall be used solely to pay Page 22 of 42 7/14/2015 contract costs. 10.9. Criteria for Refunds to Participants Should there be an excess of funds, King County will notify the Participants and refund any excess if greater than $10 if the affected Participant specifically requests the refund. Any excess not refunded shall remain in the Imagery Reserve Fund for use in subsequent regional imagery acquisitions, until this Funding Agreement (or as amended) expires, at which time all remaining funds will be refunded to the affected Participants. 10.10. Grant Funding Notifications to Fiscal Agent If a Participant's contribution is made up in whole or in part of grant funds, the Participant agrees to provide King County with a copy of the contract between itself and the grant funding agency in order to assist King County and the PSG in complying with the requirements of any such grant. The grant contract shall be provided as soon as possible, and no later than upon signature of the Participant indicating acceptance of this Funding Agreement. 10.11. Other Participant Contributions In addition to the fiscal commitment for purchasing the Standard Deliverables and /or optional Supplemental Deliverables, Participants may, but are not required to, actively participate in the Project as follows: 10.11.1. Become a TWG member Participate as a member of the TWG. This may include assisting with any technical tasks or activities which assist in the successful completion of the Project. 10.11.2. Ad hoc participation in project tasks Assist in any other ad hoc or planned work group. 10.11.3. Assist in QA/QC work Perform any supplemental QA/QC of their own deliverables, either in conjunction with or in addition to the work being performed by the QA vendor. 10.12. Hardship or other Potential Discounts At the discretion of the PSG, a hardship or other discount may be offered to certain parties under certain scenarios, when it is deemed in the best interest of participants as a whole and /or when it is deemed to be to the general benefit of citizens across the region. All such discounts would be allowed on a case -by -case basis and any such discount must be voted on and approved by the majority of the PSG membership. These discounts shall be limited in nature and are only intended to be only applied to a small percentage of participants. As with all such votes, the result of such votes shall be recorded and retained by the PM. 10.13. No Sales Tax Applied No sales tax will be applied to any Project deliverable or service unless required by law. Page 23 of 42 7/14/2015 Section 11. LICENSING OF IMAGERY AND DATA The following license rights, restrictions and terms shall apply to all Participants. 11.1. Common Terms and Conditions The following terms and conditions apply to both the Standard Default Licensing along with the Joint Ownership with the Acquisition Vendor" licensing: 11.1.2. License Scope The license shall extend on a per - participant basis to all Standard Imagery and Related Data within each respective party's individually defined and contracted AOI which was acquired and /or developed as part of this Project. The licensed data for each party's AOI shall also include but not be limited to all imagery, control, calculations, planning and reporting documents which were develop and /or used specifically during the course of this project. 11.1.3. Licensed in Perpetuity Each Project Participant shall hold a perpetual, irrevocable license from the acquisition vendor to the Standard Imagery and Related Data, subject to the terms and conditions listed below. 11.1.4. Parties to Receive Licensing The vendor shall grant such a license as defined in this section, to each Participating organization to this Agreement for imagery and data within their AOI. 11.1.5. Orthomosaics The sole exception to the limitation on the use of data by each party to solely the imagery and data within their own AOI shall be Orthomosaics. 11.1.1.1 Contiguous Cartographic Exception For orthomosaics, if required and requested to achieve a contiguous, aesthetically pleasing orthomosaic, parties may request in writing in email that their custom orthomosaic include tiles or portions of tiles (defined by shapefile) which are outside of their originally submitted and approved AOI. 11.1.1.2 Requests Subject to PSG Approval All such requests will be subject to approval through a vote by the PSG. If such a request is approved by the PSG, the requested tiles or portions of tiles shall be included solely in the requesting party's orthomosaic. 11.1.1.3 Cartographic use only Any such tiled imagery not a part of their approved and recorded AOI shall be used solely for internal cartographic base map or similar purposes and the deliverable for such tiles shall not contain DEM, DTM, raster data or other data - related deliverables. 11.2. Standard Default Licensing The Standard Default Licensing rights, restrictions, allowed use and terms shall apply to all Participants who are not specifically excluded under the "Joint Ownership with the Acquisition Vendor (Group Grandfathered from 2012)" listed below. Page 24 of 42 7/14/2015 Unless specifically excluded, all Participants shall be subject to the Standard Default Licensing terms as defined in the Vendor Agreements. The following rights and restrictions shall apply to all participants not previously exempted in the 2012 project and recorded in the "Joint Ownership with the Acquisition Vendor (Group Grandfathered from 2012)" section: 11.2.1. Acceptable Use The Standard Default License shall also allow the following acceptable uses: 11.2.1.1 Agencies, Departments, Divisions, etc. All parties shall have the right to distributed the all deliverables for which they have paid to all individuals, agencies, departments or teams within their own Organization 11.2.1.2 Contracted Parties A Participant to this agreement subject to the Standard Default Licensing terms may provide those portions of the Standard Imagery and Related Data deliverables with to any entity with whom the Agreement Participant is under contract, or memorandum of agreement with, provided the Product Set Imagery and Related Deliverables are used solely for the purposes of performing the work agreed to in the contract or memorandum. 11.2.1.1.1. Duration of use by contracted parties The right of use for the data by such externally contracted parties shall be restricted to the duration of said contract, and external parties shall be required to erase, destroy and otherwise remove all instances of that data upon termination of the contract or completion of rendering the contracted service or services to the Participant. 11.2.1.3 Private Citizens for Non - Commercial Purposes Only Other acceptable use shall include the redistribution of any purchased products under this agreement to private citizens, provided that the private individual must be advised that use must be restricted solely to non - commercial, not - for - profit uses. 11.2.1.4 Standard Imagery and Related Data Defined Standard Imagery and Related Data shall include the standard, full resolution imagery, the orthomosaics, as well as the intermediate data such as raw imagery, survey control, AGPS coordinates, elevation data, etc. which has been acquired for or developed during this project. 11.2.2 Licensed Display of Imagery from the Participants AOI through Public Facing Portals All delivered Standard Imagery which is purchased under the Default Licensing Terms shall allow for the display of Standard Imagery on the web by means of both internally- Page 25 of 42 7/14/2015 facing and public- facing web -based mapping applications (portals), subject to the following restrictions below. 11.2.2.1 Public- facing Portals Shall not Allow Download All public- facing interfaces (including but not limited to applications, portals, web service interfaces, APIs, platforms, services, FTP or other download repositories, etc.) and all other internet sites may allow viewing but shall not allow downloading of the Imagery or any Related Data deliverables within the terms of this default licensing agreement. 11.2.2.2 Cartographic Imagery only Only cartographic imagery shall be allowed to be displayed under the default licensing terms. This imagery may be full resolution, allow for zooming in and out; etc. However coordinate data (including z -axis elevations) shall not be included. Purpose of these Provisions The intent of this provision under the licensing shall be solely for the purpose of displaying aerial imagery, without any detailed associated data 11.1. Joint Ownership with the Acquisition Vendor (Group Grandfathered from 2012) A limited set of Participants previously exempted under the 2012 Agreement shall be grandfathered to allow joint ownership of the Standard Imagery and Related Data, with ownership being shared equally with the Acquisition Vendor. Under these terms, the Participant shall own the data and have full usage rights, jointly and severally owned and useable for all purposes by both the Participant and the Acquisition Vendor. 11.2.2. List of Parties Grandfathered for Joint Ownership The parties grandfathered into the Joint Ownership licensing option are: 11.3.1.1 The city of Bellevue, 11.3.1.2 The city of Burien, 11.3.1.3 The city of Shoreline, 11.3.1.4 The city of Bothell, 11.3.1.5 The city of Kirkland, 11.3.1.6 The city of Issaquah, 11.3.1.7 The city of Snoqualmie, 11.3.1.8 The city of Sammamish, 11.3.1.9 The city of Mercer Island, 11.3.1.10 The city of Tukwila, and 11.3.1.11 The Lakehaven Utility District. Page 26 of 42 7/14/2015 11.2.3. Joint Ownership — Allowable Uses Under Joint Ownership, the Agreement participants listed immediately above may exercise full use of the Standard Imagery and Related Data within their own respective AOIs. "Full use" shall include by not be restricted to publishing, copying and distribution. 11.2.4. Public Disclosure where applicable Additionally, under these terms such ownership may require the Participant to support the requirement for redistribution at cost under relevant Public Disclosure laws. 11.2.5. No Sales or Redistribution beyond the Stipulations in this Section The standard default license shall not allow a Participant to this agreement to sell or redistribute the Product Set Imagery and Related Deliverables to any entity that is not an Agreement participant, except as defined in the Acceptable Use section below. 11.3. All Supplemental Deliverables The following licensing stipulations shall apply with regards to Supplemental Data licensing: 11.3.1. License terms to be Negotiated in Change Orders for Supplemental Data Only Regarding the licensing or ownership of all optional Supplemental Data deliverables optionally purchased by each Participant, such terms shall be subject to whatever licensing rights are agreed to by the Participant, King County as Fiscal Agent, and the Acquisition Vendor and documented as a part of the Change Order. All such terms shall be explicitly documented in the relevant Change Order describing and authorizing the development and delivery of the relevant Supplemental Data on behalf of the requesting Participant. If such terms are not identified within the Change Order, the Supplemental Data shall have all standard default licensing terms applied as outlined previously in this document. 11.4. Vendor Ownership Under both the Default and Jointly -held Ownership licensing terms above for all deliverable types, the Acquisition Vendor shall retain full or joint several ownership for all project deliverables and data, including but not limited to the full right for re -use, resale and /or development without chargeback or any other cost to the vendor, by any or all participants, for any and all purposes, including for resale to any other clients, including other Participants. Section 12. ADDITION OF PARTICIPANTS No new Participants may be added to the Project following execution of the contract with the Acquisition Vendor, which occurred on March 11th, 2015. Any parties interested in obtaining the imagery, vector, or other project - related data deliverables shall be referred to the Project's Acquisition Vendor for potential purchase, at a price which they shall separately negotiate with the vendor independent of the Project. Section 13. FINALIZATION OF PROJECT EXTENTS, RESOLUTION AREAS The following terms, dates and milestones shall apply to the setting of both overall project extents and the setting of resolution boundaries. Page 27 of 42 7/14/2015 13.1. Requests to Expanding Project Extents Prior to the Project milestone marking the initial freeze of the overall Project area extents and resolutions boundaries, potential Participants may request of the PSG that their AOI be included in the Project extents even if some or all of the AOI would result in an expansion of the initially planned Project area. Any such Project area expansions however must be approved by the County and the PSG. 13.2. Requesting Tiles by Resolution Further, they may request any resolution boundaries they wish, with the caveat that the final captured and billed resolution will be based on the highest resolution for any given tile requested by any participant as outlined elsewhere in this agreement. 13.3. Timeline for the Freeze of both the Project Extents and Resolutions Boundaries The following terms shall apply to the freezing of the Project extents and resolution boundaries: 13.3.1. Date for Freeze of Project Extents and Resolutions The date for finalization of the Project extents and resolution boundaries will be published in email to all Participants no less than thirty (30) calendar days before the extents and resolution boundaries are finalized. 13.3.2. Participation After Finalization of Extents and Resolution Boundaries Once the freeze of the Project extents and resolution boundaries occurs, any new potential Participants' AOls and resolution definitions must both fall fully within the existing areas established for the Project and be congruent with the existing resolution boundaries. 13.3.3. Exceptions to these Rules Solely Allowed per Vote of the PSG Any requests for exceptions to these restrictions must be passed by a majority vote of the PSG and will be based on various factors, including but not limited to the benefits to other Participants with regard to pricing, etc. gained from the additional revenue for the new Participant joining the Project. The PSG holds all approval or rejection rights in this regard, subject to the standard final decision authority of the Project Sponsor. Section 14. INDEPENDENT CONTRACTOR Services provided by King County under this Funding Agreement are those of an independent contractor. Employees of King County are and will remain employees of King County. Employees of the other Participants are and will remain employees of their respective Participants. Nothing in this Funding Agreement shall be construed to render the Participants partners or joint venture members. Section 15. INDEMNIFICATION Each Participant shall defend, protect and hold harmless the other Participants from and against all claims, suits and /or other actions arising from any negligent or intentional act or omission of that Participant's employees, agents and /or authorized subcontractor(s) while performing this this Funding Agreement. Page 28 of 42 7/14/2015 Section 16. AMENDMENT The Participants may amend this Funding Agreement by means of a mutually accepted Counterpart or Counterparts. Such amendments shall not be binding unless in writing and signed by personnel authorized to bind each of the Participants. Section 17. CHOICE OF LAW AND VENUE This Funding Agreement shall be governed by the laws of the State of Washington, both as to interpretation and performance. Any action at law, suit in equity or other judicial proceeding for the enforcement of this Funding Agreement shall be instituted only in a court of competent jurisdiction in King County. Section 18. INTEGRATION CLAUSE This instrument, along with the associated Appendices, embodies the entire agreement of the Participants with respect to funding of the relevant Project contracts and share costs. There are no promises, terms, conditions or obligations other than those contained in this Agreement. This Agreement supersedes all previous communications, representations or agreements, either oral or written, between any Participant and King County. Section 19. TERMINATION CLAUSE In the event that King County decides not to hire a vendor, this Funding Agreement will terminate and all Participants will receive a full refund of their contributed funds. Section 20. NO ASSIGNMENT The Participants shall not subcontract, assign, or delegate any of their rights, duties or obligations under this Agreement without the express prior written approval of King County. Section 21. DISPUTES In the event that a dispute arises under this Agreement, the Participants shall endeavor to resolve the dispute in an amicable manner by direct discussions. The Participants may elevate the dispute to the PSG for resolution. If not resolved by the PSG by mutual agreement, then the Participants may engage in alternative dispute resolution by mutual agreement. No Participant waives its rights to seek legal remedy in the jurisdiction and venue stated in Section 17. Section 22. NOTICES All notices and other communications shall be given to the PM and all notices and other communications to the other Participants shall be given to the PSG member for each Participant. Notices shall be given in writing and shall be sufficiently given and shall be deemed given three (3) Page 29 of 42 7/14/2015 calendar days after the date by which the same has been (a) mailed by certified mail, return receipt requested, postage prepaid, to the mailing address shown adjacent to the signatures of the Participant to whom it is addressed or (b) sent by email, with adequate proof of receipt retained by the sender, to the email address shown adjacent to the signatures of the Participant to whom it is addressed. Any of the Participants may, by notice to all other Participants, designate any further or different addresses to which subsequent notices or other communications shall be sent. Section 23. EFFECTIVE DATE; TERM This Agreement shall take effect immediately following its execution by each Participant, notwithstanding the fact that not all Participants may have executed their agreements, and shall expire at the end of December 31, 2016, unless terminated sooner. PROVIDED, however, that a Participant's obligations after December 31, 2014, are contingent upon local legislative appropriation of the necessary funds for this specific purpose. This Agreement may be amended to allow it to be used for subsequent coordinated data collection efforts, including, but not limited to, future orthoimagery acquisitions. Section 24. SEVERABILITY The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Section 25. COUNTERPARTS This Agreement may be signed in its original form, to include one or more counterparts, each of which shall be an original, but all of which together shall constitute the same instrument. With regards to final pricing for all Standard Deliverables and Related Data, Please refer the unique Funding Agreement Counterpart which has been included as an attachment to this agreement and distributed to your organization. The Counterpart or Counterparts shall contain: a) The fully itemized actual Funding Agreement Section 25 (see example table below for a generic, non - priced representation of the actual information to be included in your organization's Counterpart. Name of 1. Funding 2. Funding 3. Shared 4. Individual 5. Funding Participant Commitment: Commitment: Participant Participant costs Commitment: Standard Supplemental Costs TOTAL Deliverables Deliverables (imagery) City of Federal $ 5,938.40 $ 0.00 $ 5,170.51 $ 53.75 $ 11,162.66 Way ...along with a 5 point enumerated list describing how the pricing in the table found in the Counterpart was established. Page 30 of 42 7/14/2015 1. Note: Item 1 costs shall include the Participant's Standard Deliverables (base cost), plus the applicable Project contingency fee based on invoicing date (15% total if invoiced partially or fully in 2015; 25% for those parties who require projected full invoicing in 2014) 2. Item 2 costs shall include the Participant's Supplemental Deliverables (base cost plus the 15% project contingency fee) 3. Item 3 costs shall include all shared Participant costs 4. Item 4 costs shall include all individual Participant (non- shared) costs specific to that Participant, such as shipping charges 5. Funding Commitment TOTAL is the sum of Items 1 through 4 b) Any other terms to be included, modified or amended as required by the Participant's policies, applicable ordinances or laws within their jurisdiction or geographic area. c) Specific document approval dates or payment terms for those Participants not using the procedures stated in the main body of this Agreement. d) The Funding Commitment information from each Participant will be summarized in a report distributed to all members of the PSG. Page 31 of 42 7/14/2015 Section 26.2015 Regional Aerials Agreement Acceptance (NOTE: Executing this section commits party to acceptance of all terms and conditions within this contract, including its Addendums. Additionally, a similar signature execution page is present in any or all Counterparts which are a part of this agreement, to execute any terms which supersede all prior signings of the original Agreement.) City of Federal Way Participant Organization 33325 8th Ave S Federal Way WA 98003 _,, Participant Address Participant Signature Erik Earle Participant Print Name GIS Analyst Print Participant Title g� /3�zo /f Date Optional Form - Approvals by Board, Agency or Other Authority (Note: this section is optional and is provided for each Participant should the Participant's specific agency require it. Completion of this section is NOT necessary for the purposes of formally committing to this agreement. This additional information was requested by certain entities who wished their copy of the contractual agreement to contain relevant internal approval process tracking information so that all required approval information would be contained within this agreement. City of Federal Way Approval Party Organization 333258 th Ave S Federal Way WA 98003 _, Approval Party Address Party Signature Jim Ferrell Approval Party Print Name Mayor Approval Party Print Title y S Date Page 32 of 42 7/14/2015 Addendum A 2015 Regional Aerials Project Cost Allocation Model - Overview Two Tvpes of Deliverables There are 2 types of deliverable components for the 2015 Regional Aerials Project Cost Allocation Model Component 1 deliverables are the Imagery and its supporting deliverables. This component affects all Participants. Component 2 deliverables are the Supplemental Data deliverables (digital terrain model (DTM), contours, impervious surface layers and others.) This component affects the costs for only those Participants who decide to also request these optional products. The costs for both deliverable component types listed above may be affected by cost - sharing, either directly or indirectly. Cost sharing is determined by overlaps in each Participant's Area of Interest (AOI) and other factors. The cost - sharing impact is generally much more significant for the imagery component than for the Supplemental Data component due to the way that AOIs and deliverable footprints are defined for each, the unique specifications and requirements typically provided for each Supplemental Data Change Order; and the fact that few Participants request the optional Supplemental Data deliverables. Six Project Stares Defined The Project will be executed in six stages. While these stages in some cases may have some degree of overlap based on resources and general vendor resources, they are organized in this Agreement as follows: Stage 1 — Planning and Preparation Stage 1 consists of all preparatory Project work related to the initial flight window as well as high level planning for all later stages. Stage 1 deliverables are required for the development and delivery of all Standard Imagery and Related Data being requested by all Participants and as such, Stage 1 costs shall be borne by all Participants based in proportion to their AOI and any related cost sharing factors. Stage 2 — Imagery and Data Acquisition — Flights Stage 2 begins with the start of the flight window and includes the full flight window as well as the post- flight- window Preliminary Deliverables work, QA validation and any other required re -work related specifically to "Component 1: Imagery and Related Deliverables. Stage 2 deliverables are required for the development and delivery of all Standard Imagery and Related Data being requested by all Participants and as such, Stage 2 costs shall be borne by all Participants based in proportion to their AOI and any related cost sharing factors. Stage 3 — Development, QC and Delivery of all Standard Deliverables Stage 3 consists of the analytical aero - triangulation and other production processing work which shall be done by the vendor to provide all standard imagery and related deliverables. Stage 3 deliverables are required for the development and delivery of all Standard Imagery and Related Data being requested by all Participants and as such, Stage 3 costs shall be borne by all Participants based in proportion to their AOI and any related cost sharing factors. Page 33 of 42 7/14/2015 Stage 4 — Supplemental Data — New Data (not built upon an existing baseline) Stage 4 consists of the period in which work is being done for any Participants related to New Supplemental Data and Deliverables. All such Stage 4 Supplemental Data work shall be outlined in Participant- specific Change Orders, with each Change Order having its own pricing. As such, the costs related to work in this stage shall be borne by each Participant requesting such work. Stage 5 — Supplemental Data Built Upon an Existing Baseline; DTM and Contours Stage 5 consists of the period in which work is being performed related to deliverables for Supplemental Data built upon an existing baseline. This stage also shall include all work related to DTM and contours. All such Stage 5 Supplemental Data work shall be outlined in Participant- specific Change Orders, with each Change Order having its own pricing. As such, the costs related to work in this stage shall be borne by each Participant requesting such work. At the discretion of the County (as Project Fiscal Agent), the Acquisition and QA vendors, the work in Stage 5 may be done concurrently with Stage 4. Stage 6 — Project Closure Stage 6 shall consist of all project closure activities, including such work by the County and vendors to ensure all final deliverables have been received; final data archived and indexed for future access; vendor invoices processed; post - project "Lessons Learned" and similar analyses completed; and final status reporting to all Participants done. Costs. Milestones. Continaencies and Commitment Dates for Part icipation Total Cost As you will see in the sections below, there are a number of more detailed scenarios and factors such as type of data; whether the work is "new work" or "based on previous baseline "; etc. which can influence a Participant's final cost. However, the following general principles, which apply to all Participants, are outlined below to provide clarity on the overall milestones, required steps, deliverables and financial commitment that apply to the majority of Participants. Please note that a Participant's Total Project Cost will be the total of all Shared Costs for all phases, plus the specific costs related to Component 1 (the Imagery and Related Deliverables) section plus, where applicable, Component 2 (the Supplemental Data and Deliverables.) Note: It is expected that not all Participants will choose to request Supplemental Data Deliverables and some Participants therefore may have no costs associated with Component 2: Supplemental Data Deliverables General Cost Principles Calculation of Shared Costs All Shared Costs Calculated by Phase All shared costs will be calculated by Project stage as defined above and as applicable to only those Page 34 of 42 7/14/2015 Participants to whom each stage applies. "Stage Multiplier" Calculation For the purposes of cost calculations of individual Participants, each stage shall have a proportional "Stage Multiplier" percentage calculation applied to it, determined by the amount of calendar time spent on that phase as a percentage of the overall projected project schedule. This ratio will then be used to calculate costing factor related to each of the phases. These 3 percentages shall total 100% of the overall project schedule (first decimal precision.) "Participant Proportional Ratio" For the purposes of cost calculations of individual Participants, each Participant will have a proportional "Participant Proportional Ratio by Stage" determined. This value shall be set per stage. Stages 1 and 2 Costing For Stages 1 and 2 the Participant Proportional Ratio shall be set according to tiles defined in each Participant's AOI, with shared tiles being divided according to the number of Participants desiring the same deliverable for that tile. Stage 3 Costing Stage 3 costing is measured by the AOI square mileage. Stage 4, "New Work", Only Costing The only cost sharing for AOls for Supplemental Data and Deliverables (the deliverables in Stage 4 is related to identical deliverables for specifically overlapping square mileage as defined in 2 or more parties' AOls and only when that work is not based upon any existing baseline data.. Stage 5 "Build Upon and Existing Baseline" Costing For Stage 2 Supplemental Deliverables and Data which are based upon an existing baseline, there are no cost sharing methods employed due to the nature of the work. .Stage 6 Project Close Out Costing Stage 6 costs apply to all Participants and as such, Stage 6 costs will be borne identically to Stages 1 and 2, according to tiles defined in each Participant's AOI, with shared tiles being divided according to the number of Participants desiring the same deliverable for that tile. NOTE: Only stages applicable to each Participant will be invoiced. Participants will only be invoiced for those stages in which they have requested relevant deliverables. Shared Cost Determination For each Shared Cost, the value is determined by: 1. Stage Multiplier (defined above) for each applicable phase, multiplied by 2. Participant Proportion by Stage 3. The sum of all Project costs for that Shared Cost category Note: the final Shared cost is the sum of the individual Shared Cost categories for all applicable stages, according to the deliverables chosen by the Participant. Page 35 of 42 7/14/2015 Shared Cost Categories Shared Cost Categories include: 1. PM Costs PM costs include all PM staffing costs associated with performing the PM duties outlined earlier in this Agreement 2. Shared Primary Vendor Costs 3. Shared Secondary Vendor Costs 4. Supplemental Staffing Costs (as stated in Section III, to include such support as orthophotographic project consultant, GIS expert, project administrator or other supplemental staff, if contracted or otherwise hired for a portion or the duration of the Project, as required to meet the Project goals.) Any such staff must be authorized by the PSG and the Project Sponsor. Other Potential Shared Costs Water -based Tiles (Puget Sound) Tiles within Puget Sound, not included in any Participant's AOI, will be acquired as standard orthoimagery deliverables to ensure continuity of data. This additional cost will, similar to PM costs, QA costs, etc., be added as overhead proportionally to each Participant's imagery AOI costing. Tiles Including Partial Water within a Requested AOI Water areas are treated the same as land areas. There is no discount for a Participant if its AOI includes tiles or a shape file definition that contains water areas, regardless of what percent is water. Partial Tiles Not Allowed Partial tiles are not allowed in the definition of a Participant's AOI for Imagery and Related Deliverables. Tiles Which Have Existing Supporting Ground Control Data All tiles, regardless of any pre- existing DEM and Control (GCP), are assigned the same deliverable and overhead costs. There is no mitigation or weighting due to variation in the extent or quality of supporting data. Individual Participant Costs The following items are costs which would be borne by the specific Participant requesting such work: 1. Change Order Costs — Acquisition and QA Vendor Expenses All costs for any third -party assistance which has been contracted by a single Participant or group of Participants to assist with their own Project goals or deliverables, typically done by way of a Change Order, will be borne solely by the applicable Participant or Participants involved. 2. Individual Participants' Administrative Costs All non - personnel administrative costs incurred, including but not limited to shipping, post - processing, custom products, etc., will be deducted from a Participant's contingency on an as- needed basis. Page 36 of 42 7/14/2015 3. Project — Other Administrative Costs Costs for any general administrative work as assigned to King County (apart from PM services) will be borne solely by King County. Likewise, all administrative or technical work performed by any Participant or its own contractors will be borne by that Participant. This includes but is not limited to any supplemental field or ground control work done by the Participant, beyond that defined in this Agreement. Final Pricing As the Secondary (QA/QC) Vendor has been hired on a capped, sliding scale Agreement rather than a fixed fee basis (wherein their sample QA rate shall be determined based on the severity and frequency of defects found in their most recent test pass), the final pricing will not be known until the Project completion. As a cost cap was established however for this contract, the cap shall be used to generate the "worst case" pricing estimates as well as invoices generated for each Participant. Upon Project completion of deliverables for all Participants for the Imagery and Standard Deliverables stage, a calculation shall be done to determine any overpayment by all Participants. Contingency Percentages to be Applied 2015 Invoicing Only — Contingency Amount For those parties who wish to be billed solely in 2015 or for those parties who wish to be partially billed in 2014 and the remaining amount in 2015, a standard contingency percentage of fifteen percent (15 %) shall be applied to their total Standard Deliverables pricing. 2014 Invoicing Only - Contingency Amount For those parties who wish to be billed entirely 2014, a standard contingency percentage of twenty five percent (25 %) shall be applied to their total Standard Deliverables pricing. This higher contingency percentage is designed to offset the greater number of unknowns to be present at the earlier invoice date than would be known later in the Project. Contingency Added to Estimate The contingency amount will be added to the base costs for the calculation of their total invoice amounts. This contingency will be included in all initial pricing estimates distributed, as well as the final invoice. Unused Contingency to be Refunded All unused portions of the contingency are refundable at the conclusion of the Project. Contingency Purpose Contingency fund collection is intended to ensure that Project cost changes due to unforeseen Project circumstances will not cause undue risk of parties withdrawing from the Project related to escalating pricing late in the Project. Page 37 of 42 7/14/2015 Component Categories Note: These descriptions are intended to provide clarification of these costs and mechanisms specific to Component 1 deliverables and should not be considered a comprehensive description. Component 1: Imagery and Related Deliverables Each Participant will receive a standard set of imagery and related data deliverables as the default, non - optional deliverables for the Project. These deliverables include such items as the raw imagery, coordinates for photo centers, standard orthoimagery, orthomosaics, ground control, and analytical aero - triangulation solution. Component 2: Supplemental Data Deliverables Cost Supplemental Data Deliverables — List Each Participant has the option to request additional (supplemental) deliverables. Such supplemental data deliverables may include: 1. Additional work on the DEM used for ortho rectification in order to- create a Digital Terrain Model (DTM) suitable for detailed contours. This includes creation of contours. 2. Polygons defining building roof outlines (building impervious) 3. Polygons defining transportation surfaces (transportation impervious) 4. Polygons defining other impervious surfaces (not building impervious or transportation impervious) 5. Other deliverable options as defined by the approved SOW. Supplemental Data Deliverables -- General Descriptions, Factors and Mechanics The following definitions, factors and mechanics apply to all Supplemental Deliverables activities for this Project, regardless of whether the work is "New Work" (no existing data baseline to be reconciled) or "Build Upon an Existing Baseline" (data to be correlated with an existing baseline dataset.) Note: These descriptions are intended to provide clarification of these costs and mechanisms and should not be considered a comprehensive description. Supplemental Data Deliverables - Total Cost Total Supplemental Data deliverables costs will be the sum of each of the "general" individual deliverable costs related to Supplemental Deliverables as described below, in addition to those expenses outlined and described in the applicable section /s for "New Work" and "Build Upon and Existing Baseline" as applicable. 2. Adjustments to the Participant's Supplemental Deliverables Request Unlike imagery, most Supplemental Deliverables requests can, if needed, be adjusted without changing flight plans or other related flight window tasks. However it is agreed that should a Participant's original Supplemental Deliverables area decrease significantly or require cancellation Page 38 of 42 7/14/2015 altogether, solely in the case of "New Work ", some charges may still apply (see "Supplemental Deliverables — New Work, Reduction of AOI After Start of Work" section below for details.) Any such charges still charged to the Participant will be at the sole discretion of a majority vote of the PSG, using as a guideline whether a reduction in "New Work" AOI by a Participant would result in a notable cost being passed onto the remaining Participants requesting "New Work" Supplemental Deliverables. 3. Timing of Supplemental Data Change Orders As all Supplemental Deliverables work is anticipated to occur following the closure of the imagery acquisition flight window, Participants requesting Supplemental Deliverables do not need to formalize their requests prior to the start of the flight window, as is required for imagery deliverables. Instead, for Supplemental Deliverables Participants will have the opportunity to freely adjust their AOI for Supplemental Deliverables until the start of these activities. In most cases, with the exception of "New Work" AOI reduction, adjustments to such AOIs will be allowed during the Supplemental Deliverables work, up until such a time as that area's production commences. Such adjustments will be generally be accepted to the extent possible, at the discretion of the PSG. 4. Supplemental Deliverables — New Work, Reduction of AIO After Start of Work" As outlined elsewhere in this section, for supplemental deliverables which do not need to be correlated to an existing baseline, Participants may see potential savings due to shared costs with other Participants for those areas which have overlapping AOIs. As parties may have been notified of the pricing estimates for their AOIs (including such shared savings), prior to the start of work for Supplemental Deliverables for a given area. Should any Participant significantly reduce their AOI in areas that include areas shared with other Participants after work on that area commences, such a change could cause an increase in the pricing for other Participants. To prevent this issue, any Participant that requests Supplemental Deliverables 7- New Work, and who reduces their AOI in areas shared with other current Participants, shall remain liable for their proportional costs of any such shared areas, at the discretion of a majority PSG vote based on such items as level of pricing impact to other Participants, as outlined elsewhere in this document. This stipulation is designed to protect, to the greatest degree possible, the pricing expectations set by the project with all Participants requesting Supplemental Deliverables — New Work. Note: Final determination regarding remaining liability costs being applied to a given Participant shall be made by a majority vote of the PSG. Supplemental Deliverables —.Two Cost Allocation Models There are two potential models which may be applied by the Project for Supplemental Data Deliverables, determined by whether the deliverables are "new work" or "build upon an existing baseline." New work is much simpler and more easily /quickly executed by the Primary Vendor - and QA'd by the Secondary Vendor. Updates based on building upon an existing baseline must be correlated to an existing baseline dataset and are both more complex and more time consuming, and therefore may cost more than "new work." The following costing models reflect this reality. Note: If necessary, each Supplemental Deliverable type requested may have its own unique AOI definition. Page 39 of 42 7/14/2015 1) Supplemental Deliverables Cost — New Work The Supplemental Deliverables — "New Work" cost allocation model shall be considered the correct approach when no existing baseline must be accommodated by the Primary and Secondary vendors. For such deliverables, the following model applies. a) "New Work" AOI definition Each Participant defines its AOI based on its business needs, including an adeauate buffer. No additional buffer will be applied by the Project. The AOI may be the same or smaller than the Imagery AOL It does not need to conform to the 3000 -ft grid used to define the Imagery AOL b) "New Work" Unit Costing by Deliverable Type Each Supplemental deliverable type is assigned a per square mile unit cost unique to that deliverable type specifically for "New Work." c) "New Work" Supplemental Deliverables AOI Calculation Each Supplemental Data deliverable's AOI is calculated per square mile, irrespective of alignment to the predefined imagery tile grid. d) "New Work" Supplemental Deliverables Cost Calculation Method The cost calculation method for each Supplemental Deliverables product is: square miles of a Participant's Supplemental Deliverable AOI multiplied by the unit cost for the applicable deliverable type, divided by the actual area of overlap with other participants (if any) for that specific deliverable type and area. NOTE: For "New Work" Supplemental Deliverables in areas with overlap, the cost of each deliverable will be divided equally among affected Participants on the basis of the actual overlap area for that specific deliverable type. e) Same Standard, All Participants All deliverable types for all Participants will be delivered according to the same specifications as defined in the SOW. NOTE: If additional work (usually an additional attribute) is required for a given deliverable for a specific Participant or a non - majority group of Participants, such a request or requests will be considered data updates, as such, costs will be calculated as documented in the "Supplemental Deliverables - Build Upon an Existing Baseline" section f) Additional "New Work" Participants "New Work" AOIs for additional Participants may be added so long as the extent required by the new AOIs fall within the combined extent of the existing Participants' AOIs, the work can be completed within the existing Project schedule, and the new Participants adopt all other existing Project specifications as outlined in the SOW. g) All Applicable Costs Apply All other Supplemental Deliverables costs for "New Work" work shall apply, as documented in the "Supplemental Data Deliverables — General Descriptions, Factors and Mechanics" section above. Page 40 of 42 7/14/2015 2) Supplemental Deliverables — Build Upon an Existing Baseline For Participants who are receiving updated deliverables (i.e., data exists and is supplied to the vendor), the Supplemental Deliverables — "Build Upon an Existing Baseline" option may be selected by the Participant as the desired approach. For such deliverables, the cost allocation model for "Build Upon and Existing Baseline" would apply: a) Total Price is the Sum of All Costs A Participant's total Supplemental Cost is comprised of the sum of all applicable line item Supplemental deliverable costs, where each deliverable is uniquely defined for that Participant. b) Various Standards May Be Utilized in Change Orders By Individual Participants Supplemental Data Change Order /s for a specific Participant may be specified utilizing unique specifications to that Participant, due to the fact that such "Build Upon Existing Baseline" deliverable are generally negotiated on a unique, individual basis, apart from other Participants' deliverables and contracted Change Orders. c) Separate Pricing Model Applied The cost of each line item is also uniquely negotiated based on various factors, including but not limited to such items as the state of the existing data, the area the update entails, and other, potentially unique requirements and specifications, as outlined by the Participant requesting that deliverable within their Change Order. d) Additional "Build Upon an Existing Baseline" Participants AOIs — Same Change Order Under certain circumstances (listed below) the AOls for additional Participants may be added to a previously negotiated, documented and mutually accepted Change Order (a Change Order already accepted by the County, requesting Participant, QA Vendor and Acquisition Vendor.) Such an addition shall be acceptable only if all aforementioned parties, as well as the new requesting party, agree to the following conditions, along with any other specific conditions the parties may believe are relevant to the specific Change Order: i) The requested deliverables are the same or substantively the same, such that the nature and timing of already- negotiated deliverables would remain unchanged for existing Change Order Participant/s ii) The existing baseline Participant data to be added is of the same or higher quality than that baseline data already included in the existing Change Order's accepted AOI iii) The pricing model already negotiated in the mutually accepted Change Order would not be required to change on a per -unit or per - deliverables basis iv) No undue risk to scope, schedule or budget are incurred by the addition of the new deliverables, geographic scope or other changes required for the additional v) All existing specifications, acceptance criteria and other requirements already documented in the Change Order would remain unchanged — or that any change incurred by the additional Participant/s are acceptable to all Parties vi) Participant/s to be included in the existing Change order e) All Applicable Costs Apply All other Supplemental Deliverables costs for "Build Upon and Existing Baseline" work also apply, as documented in the "Supplemental Data Deliverables — General Descriptions, Factors and Mechanics" section above. Page 41 of 42 Section 27. (End of Agreement) 7/14/2015 Page 42 of 42