HomeMy WebLinkAboutC20090255 Interlocal Agreement KAGIT COUNTY
Contract # C20090255
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INTERLOCAL COOPERATIVE AGREEMENT BETWEEN SKAGIT COUNTY AND
THE CITY OF ANACORTES TO ESTABLISH A COST SHARING PARTNERSHIP
FOR PICTOMETRY IMAGERY AND SOFTWARE
WHEREAS, Skagit County and The City of Anacortes are authorized to provide
cooperative information services under the Interlocal Cooperative Act RCW 39.34; and
WHEREAS, Skagit County has entered into an agreement with Pictometry International
Corporation (hereinafter referred to as "Pictometry") for the provision of certain licensed
Pictometry products, encompassing, among others, specified aerial images of the
County and all or portions of selected adjacent jurisdictions; and
WHEREAS, Section 3.3 of the contract between Skagit County and Pictometry has a
provision to allow specified subdivisions to use certain licensed Pictometry products
provided that the subdivision sign a License Agreement with Pictometry and an
Agreement with Skagit County; and
WHEREAS, The City of Anacortes is listed as a subdivision and has evaluated the
Pictometry products and determined that those products would be beneficial to their
operations; and
WHEREAS, Skagit County and The City of Anacortes are interested in developing
partnerships and working cooperatively with each other in order to reduce project costs
and eliminate duplication of services; and
WHEREAS, the public will benefit from both the products received and the cost savings
of such partnerships.
NOW, THEREFORE, Skagit County hereinafter "Provider" and The City of Anacortes,
hereinafter "Customer" agrees as follows:
1.0 RESPONSIBILITIES:
1.1. Provider Responsibilities: Upon completion of the image acquisition, signed
Interlocal Agreement with the Provider, and signed License Agreement with
Pictometry, the Provider agrees to furnish the Customer the following products
and services;
1.1.1. Delivery of a portable USB hard drive containing all the licensed Pictometry
products which shall include the image library.
1.1.2. One hour of telephone technical support (by Provider) to help resolve issues and
problems in the installation, maintenance, and use of licensed products provided
herewith.
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1.1.3. Shall organize two end user orientation training sessions which will be taught by
Pictometry. The Customer may designate two authorized representatives to
attend each training session. In addition, the Provider may organize one
advanced user technical training session. The Customer may designate one
authorized representative to attend this session and there may be a fee to pay for
a training facility if it is required.
1.1.4. Annual billing for the use of licensed Pictometry products. This also includes
oversight of the financial accounting between the Provider and the Customer(s).
1.1.5. May provide extended support services beyond the aforementioned requirements
for training, technical support, product development, providing 2007 Pictometry
data, or other service that is related to the support of Pictometry products. These
extended services shall require a Work Order and financial compensation as
specified in Section 5.4, Extended Service Rates and Section 5.5 Work Orders of
this contract. In cases where 2007 Pictometry data is provided, the Customer
must first sign the Agreement with the Provider, sign the License Agreement with
Pictometry, and agree to pay the annual service charges as defined in Section
5.0.
1.2 Customer Responsibilities: Upon execution of the signed Interlocal Agreement
with the Provider, and signed License Agreement with Pictometry, the Customer
agrees to the following:
1.2.1. To comply with this Interlocal Agreement and the License Agreement with
Pictometry (see Exhibit B, Sample Authorized Subdivision User Agreement).
1.2.2. Designate one employee as a }iaison between the Provider and the Customer as
a single point of contact for technical support, training, work requests, and
disseminating information to the Customer's end users. The designated Liaison
and their contact information shall be reported to the Provider.
1.2.3. Authorized users of the Customer shall direct all questions, requests, and other
technical matters to the Customers Liaison.
1.2.4. The Liaison or their designee shall distribute the Pictometry products to the
Customers authorized users in accordance with both this Agreement and the
Pictometry License Agreement.
1.2.5. The Customer is responsible to provide Pictometry training and technical support
to their Authorized Users (as defined in the Pictometry License Agreement),
1.2.6. The Customer shall notify the Provider within ten business days after the
Customer receives notice from Pictometry of any Pictometry actions, conditions,
or circumstances which could affect the Customers rights under this agreement.
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2.0 SERVICE CONDITIONS AND DATA LIMITATIONS
2.1 Acceptance of Completed Work: The Providers contract with Pictometry is
currently scheduled for image acquisition between March and April (leaf-off tree
condition to insure more visibility) of 2009. However, this is contingent upon
weather conditions and there is a possibility that the image acquisition may occur
at a later date. Once the image acquisition is complete and the Provider has
received and approved the Pictometry products, a copy of the Pictometry
products shall be created on a portable USB hard drive and delivered to
Customer for final inspection. The Customer has ten calendar days to inspect
the product and notify, in writing, the Provider of any product errors, omissions,
flaws, or incomplete work. If no errors are brought to the attention of the Provider
within ten calendar days, the product acceptance and delivery shall be
considered complete. Delivery of the aforementioned product is contingent upon
the Customer obtaining a License Agreement with Pictometry. A copy of the
signed License Agreement shall be made available to the Provider prior to
receiving the Pictometry products (see Exhibit B, Sample Authorized Subdivision
User Agreement).
2.2 Hours of Support: The Provider will give support from the Hours of 8:00 AM to
4:00PM Monday through Friday, excluding scheduled County holidays. Problem
resolution shall be done during normal business hours unless it has been
previously coordinated and approved by the Provider.
2.3 Product Archival and Retention: Provider is not responsible for the backup,
retention, or archive of products provided to Customer. It is Customers
responsibility to maintain hard copy and digital records in accordance with Public
Records Laws (RCW, 40.14 and WAC, Section 434). In the event that the
Customer requests from the Provider another copy of the Pictometry products,
the Provider shall be financially compensated for their actual costs to create and
deliver an additional copy of the Pictometry products.
2.4 Confidential and Proprietary Information: The Customer acknowledges that
they are a public agency and as such are required to allow members of the public
access to certain materials within the Customer's control or possession. In the
event the Customer receives a public records request for information or
intellectual property belonging to Pictometry, within five days of receiving such
request and prior to providing any materials to the Requestor, the Customer will
notify both the Provider and Pictometry of such request for information and will
make attempts to provide Pictometry with adequate time to seek a protective
order under applicable law. Customer shall clearly mark all confidential or
proprietary documents.
2.5 Data Limitations: The Provider makes no warranty, expressed or implied,
concerning products provided by Skagit County or Pictometry including the
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content, accuracy, currency or completeness, or concerning the results to be
obtained from queries or use of the data. All products are expressly provided as
is and with all faults. The Provider makes no warranty of fitness for a particular
purpose, and no representation as to the quality of any products supplied to the
Customer, No employee or agent of the Provider or the Customer is authorized
nor may waive or modify this paragraph.
2.6 . Spatial Accuracy: Electronic spatial data can be printed or represented at
various scales other than the original source of the data. Customer is responsible
for adhering to industry standard mapping practices, which specify that data
utilized in a map or analysis, separately or in combination with other data, will be
produced at the largest scale common to all data sets.
3.0 DATA LIABILITY AND INDEMINFICATION
3.1 Liability: Provider, its elected or appointed officers, employees or agents shall
not be liable to Customer (or transferees or vendees of Customer) for damages
of any kind, including lost profits, lost savings or any other incidental or
consequential damages relating to the providing of the data or the use of it,
Customer shall have no remedy at law or equity against the Provider in case the
data provided is inaccurate, incomplete .or otherwise defective in any way.
Customers only remedies are those specified in this agreement. Provider is
supplying this information in good faith and Customer agrees hold Provider, its
elected or appointed officers, employees or agents harmless for any liability
incurred as a result of using Pictometry products under this agreement.
3.2 Indemnification: Customer agrees to defend, indemnify and hold Provider, its
elected or appointed officers, employees or agents from any and all claims,
judgments, settlements, attorney's fees or any costs by reason of any and all
claims and demands made against Provider, its elected or appointed officials, or
employees, for all damages or loss sustained by any person or persons including
third parties, unless such loss or damage is due to the sole gross negligence of
Provider, its elected or appointed officers, employees or agents. It is further
provided that no liability shall attach to the County by reason of entering into this
contract, except as expressly provided herein.
3.3 No Joint Venture or Partnership: It is understood and agreed that this
Agreement is solely for the benefit of the parties hereto and gives no right to any
other party._ No joint venture or partnership is formed as a result of this
Agreement.
3.4. Non-Conforming Service Remedy: For any services which fail to conform to
the specification of this Agreement and/or any Work Order pursuant to this
Agreement, and such failure is caused solely by the negligence of Provider, no
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charge will be invoiced. If both parties are negligent, they agree to apportion cost
between them to the damage attributable to the actions of each.
3.5. Equipment Damage: For any equipment damaged as the result of negligence by
either party, that party will be obligated to pay for repair or replacement of that
equipment. If both parties are negligent, the parties agree to apportion between
them the damage attributable to the actions of each.
4.0 TREATMENT OF ASSETS
4.1 Property Title: The Pictometry products are licensed through Pictometry
International and are subject to the provisions of the License Agreement between
Pictometry and the Customer.
4.2 Use of Property: Any property furnished by Provider to Customer shall, unless
otherwise provided in this Agreement, or approved by the owner, be used for the
performance of this contract.
4.3 Notification: If any Provider property is lost or stolen the Customer shall
immediately notify both Pictometry and the Provider and shall take all reasonable
steps to protect the property.
5.0 SERVICE CHARGES AND PAYMENT PROVISONS
5.1 Pictometry Product Fees: With Pictometry's approval, the Provider is making
Pictometry products available to Authorized Users as defined in the contract
between Skagit County and Pictometry. The Customer is listed as an Authorized
User and therefore is eligible to purchase Pictometry products from the Provider
(subject to the requirements outlined in Section 2.1, Acceptance of Completed
Work, of this agreement). A two tier fee structure has been established to provide
a simple and equitable cost plan for the purchase of Pictometry products for all
Authorized Users. Tier one agencies are those agencies that have county-wide
responsibilities. The costs for tier one agencies are $6,000 per year for a total of
$12,000 over the term of this agreement (2 year term). The tier two agencies are
those agencies that have city-wide responsibilities. The costs for tier two
agencies are $4,000 per year far a total of $8,000 over the term of this
agreement (2 year term). The Customer is considered a tier two agency and
therefore shall pay a total of $8,000 for a two year license of Pictometry products.
5.2 Pictometry Product Payment Dates: The primary intention of this Interlocal
Agreement is to develop partnerships and work cooperatively with other agencies
in order to reduce project costs and eliminate duplication of services. In the event
that the project costs are lower than expected, an equitable proportioned credit
will be applied to the following year's project expenditure.
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5.3 Pictometry Product Payment Dates: The first payment of $4,000 is due one
month after the Customer has received the Pictometry products. The second
payment of $4,000 is due no later than one year after the first payment due date_
5.4 Extended Service Rates: As specified in Section 1.1 .5 of this agreement, the
Customer may require extended support services which are services in addition
to the "Providers Responsibilities" as stated in Section 1 .1. These extended
services may include: additional training, technical support, product development,
providing 2007 Pictometry data, or other service that is related to the support of
Pictometry products..
Rates are based on actual costs for services not fixed rates. Actual costs include
overtime salary, benefits, and material costs. Overtime salary is used instead of
strait time salary since all extended service work will be completed outside of the
40 hour work week.
Employees are paid at different rates depending on their job classification and
seniority. The Provider shall assign personnel to the project based on the
complexity of the task and resource availability. All efforts shall be made by the
Provider to minimize costs to the Customer where possible. Labor rates may also
change due to natural step increases or unexpected changes outside the budget
process, such as, union negotiations, change in personnel, change in Provider
employee's salary and benefits, or other unexpected costs. If requested, the
Provide will make available to the Customer a copy' of the .detailed expense
report generated from the Providers financial system.
All extended services shall require a signed Work Order as described in Section
5.5 of this contract.
5.5 Work Orders: If the Customer needs additional Pictometry support and the
Provider has the technical expertise and available resources, the Customer may
submit a Work Order which shall fully specify the services and deliverables to be
provided (see sample Skagit County GIS Work. Order Form, attached to this
agreement as Exhibit A). The Work Order Form shall also indicate the estimated
cost and any other additional terms and conditions applicable to the service. The
work estimates are only estimates and may not reflect the actual cost to
complete the Work Order. The Provider will promptly inform Customer if actual
costs will exceed the Work Order estimate by more than 20%. Work will
commence only after both the service specification and the cost estimate, as
described on the Skagit County GIS Work Order Form have been agreed to and
approved by Customer. Costs resulting from changes (Change Orders) to the
service specification contained on a Work Order requested by Customer that
exceed the original cost estimate will be amended on the Work Order Form and
initialed and dated by both parties. All work orders are to be governed by the
terms of this Agreement unless otherwise specified in the Work Order.
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5,6 Delegation of Work Order Assignments: Provider shall have the sole
discretion to assign projects to the appropriate personnel considering personnel
strengths, experience, work schedule and work load. The Provider also has the
option to reject extended service requests.
5.7 Time Tracking and Reporting: Provider will track employee, time, and cost for
each unique issue or work request. Each time the Customer communicates with
the Provider to identify an issue or task that needs to be performed, a Work
Order is created by the Provider, The Customer may inquire as to the status of
any outstanding requests. The Customer acknowledges that the Provider may
give priority to completing its tasks and work assignments as a Skagit County
department and the Customer understands that its Work Order may be
interrupted and delayed due to other Skagit County Business, It shall be
Providers responsibility to track and document each task so that the Customer
has a clear understanding of the status of each request or task.
5.8 Overhead Costs: Skagit County has adopted an indirect cost rate calculation
based on OMB Circular A-87, "Cost Principles for State, Local, and Indian Tribal
Governments", to account for overhead costs. The 2009 rate is set at 20.96%
and is applied directly to the salary and benefit cost. Invoices sent to the
Customer shall include the salary and benefits, materials, and a 20.96%
overhead cost. The overhead percentage shall be applied to the salary and
benefits portion of the invoice. The rate may change periodically as new
adjustments are applied and this contract shall use whatever is most current at
the time of invoicing.
6.0 AGREEMENT TERM AND TERMINATION
6.1 Agreement Term: This Agreement commences upon execution by signature of
both parties and shall terminate 2 years after the execution date.
6.2 Termination for Public Convenience: Either party may terminate this
Agreement in whole or in part upon 30 days written notice to the other terminate
whenever Provider or Customer determines, in its sole discretion that such
termination is in their best interests, In the event this Agreement is terminated in
accordance with,this paragraph, the Provider shall ,be entitled to full payment for
both years of the Pictometry Products.
6.3 Termination for Cause Right to Cure and Payment: If Provider or Customer
does not fulfill in a timely and proper manner their performance obligations under
this Agreement, or if either party violates any of these terms and conditions, the
aggrieved party will give the other party written notice of such failure or violation.
The responsible party will correct the violation or failure within 30 working days, If
the failure or violation is not corrected, this Agreement may be terminated
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immediately by written notice from the aggrieved party to the other party. Upon
termination of this Agreement for cause, Customer will pay for services rendered
prior to the effective date of the termination. An equitable adjustment in the
contract price for partially completed items of work will be made, but such
adjustment shall not include provision for loss of anticipated profit on deleted or
uncompleted work.
7.0 MISCELLANOUS AGREEMENT PROVISIONS
7.1 Payment of Taxes: If Provider is required to pay sales or use tax in order to
provide service under this Agreement, such taxes will be billed to Customer.
7.2 Invoices and Late Payment: Provider will invoice Customer when products are
delivered and accepted. Payment is due upon receipt of invoice by Customer and
becomes delinquent 30 days thereafter. A late payment charge may be applied
to any remaining balance 60 days after invoice. Late payment charges, if any, will
be imposed on the unpaid balance at the rate of 1Q/0 per month. Agreements with
balances more than 90 days past due may be terminated under the
TERMINATION FOR CAUSE provision of this Agreement, and services
discontinued. Amounts disputed by Customer are not subject to late payment
charges,
7.3 Disputes: Customer will promptly notify Provider of disputes regarding invoices,
or of services which Customer believes do not conform to the agreed upon terms
of this Agreement or Work Order.
7.4 Venue and Choice of Law: This Agreement has been and shall be construed
as having been made and delivered within the State of Washington, and it is
mutually understood and agreed to by each party hereto that this Agreement
shall be governed by the laws of the State of Washington, both as to
interpretation and performance. Any action in law, suit in equity or judicial
proceedings for the enforcement of this Agreement or any provisions thereof
shall be instituted and maintained only in the courts of competent jurisdiction in
Skagit County, Mount Vernon, Washington.
7.5 Assignment: This Agreement may not be assigned by either party to a third
party without the prior written consent of both Provider and Customer.
7.6 Waiver: If a breach of a provision of this Agreement is waived for a particular
transaction or occurrence, waiver for a similar breach in a subsequent similar
transaction or occurrence may not be implied.
7.7 Severability: If any term or condition of this Agreement or application thereof is
held invalid, such invalidity shall not affect other terms, conditions, or applications
which can be given effect without the invalid term, condition, or application.
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7.8 Party Representatives: Listed below are the partied representatives for
purposes of carrying out this Agreement. All notices and communications which
may be required by this Agreement shall be in writing and may be given by
delivery or by depositing in the U.S. Mail, first class, postage prepaid.
Customer: City of Anacortes
P.O, Box 547
904 6th Street
Anacortes, WA 98221
Contact Rob Hoxie, GISP, GIS Coordinator
Telephone Number: (360) 293-1920
E-mail: robh@cityofahacortes.orq
Provider: Skagit County, GIS Department
700 South 2nd Street, Room 202
Mount Vernon, WA 98273
Contact: Geoffrey Almvig, GISP, GIS Manager
Telephone Number: 360-336-9368
E-mail: aeoffaaco.skagit.wa.us
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8.0: Acceptance:
Cutstomer iereby ackno ledges and accepts the terms and conditions of this Agreement this
3 = day of , 2009.
CUSTOMER APPROVED:
CITY OF ANACORTES BOARD OF COUNTY COMMISSIONERS
SKAGIT COUNTY, WA INGTON
1/1 L—
7-ve
Ilvvv,41 0 ,r,aits
H. Dean Maxwell, Mayor Kenneth A. Dahlstedt, Chair
Approved as to form: Sharon D. Dillon, Commissioner
City Attorney
Ron Wesen, Commissioner
Attest: For Contracts under$5000
City Finance Director County Administrator
(Authorization per Resolution#R20030146(
Date:
Reco m led:
J f
By: /i .4 . . i
• -•- it - 1 Head
Approved as to For :
By: - - I aA. _
By: Budget & Finance •drr?inistrator.
Deputy Prosecuting Attorney
Approved as to Indemnification:
Attest' l - r
By:
AA LA t „/,�i✓ - , —da Risk Manager
• . lerk, B..rd o . ounty Commissioners
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INTERLOCAL COOPERATIVE AGREEMENT—PICTOMETRY PARTNERSHIP
SKAGIT COUNTY, PROVIDER
CITY OF ANACORTES,CUSTOMER
Exhibit A
The following is a Skagit County GIS Work Order Form sample as specified in the Section 5.5
(Work Order) of the Agreement:
Skagit County GIS Work Order
REQUESTED WORK APPROVAL
B Y: SIGNATURE:
X
W 0 NUMBER;GIS-MMDDYYYY-001
WO' EQu ESfEO BY-- .,.. r WORK BY INVOICE#FOR BILL• ERMS' . .
•
Net 30
APPRQX
Q'jcr pESf IP1ION HOURS/,t:+ RATE AMOUN,T..',.,;
Note: This information serves as a cost estimate only and not an
invoice or bid, The costs are based on a cost allocation and time
and materials and may very from the initial estimate by 20%. Subtotal
We will contact you if these costs appear to he greater than
20%.
Sales Tax N/A
Shipping&Handling
Other
TOTAL COST`ESTIMATE' $0...
COMMENTS: Cost Estimate Only
Authorized by: . Date:
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•
Exhibit B
PICTOMETRY INTERNATIONAL CORPORATION
(Sample) Authorized Subdivision
User Agreement
The installation and use of this software is governed by a License Agreement between
Pictometry and ("Licensee"). To use this Software and the
Pictometry Image Library you agree that you are an Authorized Licensee Subdivision and that
you understand and will abide by the terms of the License Agreement.
"Authorized Users" shall mean such persons in the employ of Licensee, or in the employ of an
Authorized Subdivision, as may be designated in writing by the Licensee from time to time to
use and execute the Licensed Software on the designated computers. Licensee has agreed: (a)
that it will not allow any persons other than Authorized Users to use or operate, onto have any
other access to, any of the Licensed Products, (h) that it will not allow access to any of the
Licensed Software or any Images except through Authorized Workstations, and (c) that it will
cause all Authorized Users to comply with all of the terms, conditions, and limitations applicable
to the Licensee under this Agreement. You agree that you are an Authorized User.
Further you agree that you will use the Software and Pictometry Image Library in the conduct of
the operations of the Licensee and/or of the Authorized Subdivisions and to use and execute the
Licensed Products for internal use in pursuit of its or their public responsibilities.
I Agree: •
Effective Date:
AUTHORIZED SUBDIVISION NAME:
By:
Printed Name:
Title:
Address:
Phone:
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CITY OF ANACORTES,CUSTOMER