HomeMy WebLinkAboutContracts & Agreements_208-2017AGREEMENT FOR LIDAR AND IMAGERY SERVICES
This agreement for the provision of services associated with CycloMedia Technology,
Inc. ("Agreement") is made and entered in this the 3rd day of October, 2017 ("Effective Date"),
by and between the City of Redlands, a municipal corporation ("City)" and CycloMedia
Technology, Inc. ("Contractor"). City and Contractor are sometimes individually referred to
herein as a "Party" and, together, as the "Parties." In consideration of the mutual promises
contained herein, City and Contractor agree as follows:
ARTICLE 1 — ENGAGEMENT OF CONTRACTOR
1.1 City hereby engages Contractor to provide 300 linear miles of mobile LIDAR and
georeferenced street level panoramic imagery services for City's Management Services
Department (the "Services").
1.2 The Services shall be performed by Contractor in a professional manner, and Contractor
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional contractors in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONTRACTOR
2.1 The Services that Contractor shall perform are more particularly described in Exhibit
"A," entitled "Scope of Services," which is attached hereto and incorporated herein by
reference.
2.2 Contractor shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including, but not limited to State prevailing wage
laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City shall make available to Contractor information in its possession that may assist
Contractor in performing the Services.
3.2 City designates Matthew Bradbury, GIS Administrator, as City's representative with
respect to performance of the Services, and such person shall have the authority to
transmit instructions, receive information, interpret and define City's policies and
decisions with respect to performance of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 Contractor shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit "B," entitled "Project Schedule," which
is attached hereto and incorporated herein by reference. The Services shall commence
within ten (10) days of the Effective Date of this Agreement.
4.2 If Contractor's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with
City Council adopted policy for the same. It shall be the obligation of Contractor to
obtain a copy of such policy from City Staff.
ARTICLE 5 — PAYMENTS TO CONTRACTOR
5.1 The total compensation for Contractor's performance of the Services shall not exceed the
amount of Forty -One Thousand Two Hundred Fifty ($41,250). City shall pay Contractor
25% contract sum up front, 25% upon delivery, and 50% on the first day of fiscal year
2018-19 as complete compensation for the Services. Exhibit "C," entitled "Project
Costs," which is attached hereto, covers the unit rates for the Services.
5.2 Payment to Contractor shall be as follows: (i) City shall pay Contractor Ten Thousand
Three Hundred Twelve and Fifty Cents ($10,312.50) for a mobilization fee upon signing
of License Agreement; (ii) Ten Thousand Three Hundred Twelve and Fifty Cents
($10,312.50) after all deliverables are made available to City; and (iii) Twenty Thousand
Six Hundred Twenty -Five ($20,625) on the first day of fiscal year 2018-19. City shall
pay Contractor no later than thirty (30) days after receipt and approval by City of
Contractor's invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with
return receipt requested; (iii) on the actual delivery date if deposited with an overnight
courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent
contemporaneously by first class, certified, registered or express mail; in each case
properly posted and fully prepaid to the appropriate address set forth below, or such other
address as a Party may provide notice in accordance with this section:
Cy
Danielle Garcia, Director
Management Services Department
City of Redlands
35 Cajon Street, Suite 222
PO. Box 3005 (mailing)
Redlands, CA 92373
Contractor
Joseph Astroth, CEO
CycloMedia Technology, Inc.
2120 University Avenue
Berkeley, CA 94704
Such addresses may be changed by notice to the other Party given in the same manner as
provided above.
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 Insurance required by this Agreement shall be maintained by Contractor for the duration
of its performance of the Services. Contractor shall not perform any Services unless and
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until the required insurance listed below is obtained by Contractor. Contractor shall
provide City with certificates of insurance and endorsements evidencing such insurance
prior to commencement of the Services. Insurance policies shall include a provision
prohibiting cancellation or modification of the policy except upon thirty (30) days prior
written notice to City.
6.2 Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Contractor is self-insured or exempt from the workers' compensation laws of
the State of California. Contractor shall provide City with Exhibit "D," entitled
"Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference prior to performance of the Services.
6.3 Contractor shall secure and maintain comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per
occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property
damage and personal injury is required. City shall be named as an additional insured and
such insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
6.4 Contractor shall secure and maintain professional liability insurance throughout the term
of this Agreement in the amount of One Million Dollars ($1,000,000) per claim made.
6.5 Contractor shall secure and maintain business auto liability coverage, with minimum
limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily
injury liability and property damage liability. This coverage shall include all Contractor
owned vehicles used in connection with Contractor's provision of the Services, hired and
non -owned vehicles, and employee non -ownership vehicles. City shall be named as an
additional insured and such insurance shall be primary and non-contributing to any
insurance or self insurance maintained by City.
6.6 Contractor shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by any negligent act or omission by, or the willful misconduct of, Contractor, or its
officers,- employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7.1 Contractor covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income, interest in real property or investment that would be affected in any manner or
degree by the performance of Contractor's Services. Contractor further covenants and
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
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7.2 Contractor agrees it is not a designated employee within the meaning of the Political
Reform Act because Contractor:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize the City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a parry, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perform the same or substantially
the same duties for City that would otherwise be performed by an individual
holding a position specified in City's Conflict of Interest Code under Government
Code section 87302.
7.3 In the event City determines that Contractor must disclose its financial interests,
Contractor shall complete and file a Fair Political Practices Commission Form 700,
Statement of Economic Interests, with the City Clerk's office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8 — GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of in-house counsel by a Party.
8.2 Contractor shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement.
8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other
documents developed by Contractor in connection with its performance of the Services,
and any copyright interest in such documents, shall become the property of City and shall
be delivered to City upon completion of the Services, or upon the request of City. Any
reuse of such documents, and any use of incomplete documents, shall be at City's sole
risk.
8.4 Contractor is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor its agents shall have
control over the conduct of Contractor or Contractor's employees, except as herein set
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forth. Contractor shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Contractor are for its account
only, and in no event shall Contractor or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Contractor
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Contractor have any authority, express or implied, to
bind City to any obligation.
8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City. This Agreement may be terminated
by City, in its sole discretion, by providing not less than five (5) days prior written notice
to Contractor of City's intent to terminate. If this Agreement is terminated by City, an
adjustment to Contractor's compensation shall be made, but (1) no amount shall be
allowed for anticipated profit or unperformed Services, and (2) any payment due
Contractor at the time of termination may be adjusted to the extent of any additional costs
to City occasioned by any default by Contractor. Upon receipt of a termination notice,
Contractor shall immediately discontinue its provision of the Services and, within five (5)
days of the date of the termination notice, deliver or otherwise make available to City,
copies (in both hard copy and electronic form, where applicable) of project related data,
design calculations, drawings, specifications, reports, estimates, summaries and such
other information and materials as may have been accumulated by Contractor in
performing the Services. Contractor shall be compensated on a pro -rata basis for Services
completed up to the date of termination.
8.6 Contractor shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to
Contractor pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Contractor.
8.7 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained
herein, and any prior negotiations, written proposals or verbal agreements relating to such
matters are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City
and Contractor.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.9 If one or more of the sentences, clauses, paragraphs or sections contained in this
Agreement is declared invalid, void or unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or
sections contained herein, unless to do so would deprive a Party of a material benefit of
its bargain under this Agreement.
G
IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed
in confirmation of this Agreement.
CITY OF REDLANDS CYCLOMEDIA TECHN O ,INC.
By: By:
Pau W. Foster, Mayor Jo(A , CEO
Attest:
By:
J�dnne Donaldson, City Clerk
C
EXHIBIT "A"
SCOPE OF SERVICES
Project Description:
CycloMedia will survey 300 linear miles of mobile LiDAR and high resolution (100 megapixel)
georeferenced street level seamless panoramic imagery (GeoCycloramas). Mobile LiDAR will
be recorded continuously while GeoCycloramas will be recorded every five meters (16.4 ft).
Surveying will be conducted on City streets as well as inside City facilities, including but not
limited to the City Airport, Cemetery, Wastewater Treatment Plant, and Water Treatment Plants.
Map 1 below indicates all roadways that will be surveyed. The project is estimated to be
completed over a period of approximately ten to fifteen days.
Area of Interest:
Redlands CycloMedia
Survey Area
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Map 1. Redlands CycloMedia Survey Area
Exhibit "A" Scope of Services — Page 1
Defiverables:
Upon City's signing of CycloMedia's License Agreement (Attachment C), the City enters into a
two year service contract with CycloMedia, giving the City's end users access to CycloMedia's
web based services. Additional years of access to the web based deliverables can be purchased
by the City at a later date.
Mobile LiDAR will be delivered to the City in the form of thousands of LAZ tiles which the City
has freedom to use perpetually for non-commercial purposes. A 3D mesh will be generated from
the LiDAR point cloud, which will be made accessible during the two year service contract via
the Cyclomedia Street Smart web application as a visual aid during heads up digitizing for end
users.
The nearly one hundred thousand GeoCycloramas will be made accessible during the two year
service contract via CycloMedia's GlobeSpotter and Street Smart web applications, as well as
the GlobeSpotter add-in for ArcG1S and ArcGIS Online. These web based services include a
suite of measurement tools which enable end users to calculate and export point, line and
polygon features to CSV or Esri Shapefile formats.
Exhibit "A" Scope of Services — Page 2
EXHIBIT "B"
PROJECT SCHEDULE
The following schedule lays out an approximate tentative schedule which relies on an October
Yd approval by City Council:
• October 3, 2017: Council approval
• October 4, 2017: Mobilization set 10 days out. Invoice sent for first 25%
• October 16, 2017: Surveying begins in secured areas with City personnel
• October 17, 2017: Surveying begins on public streets
• October 27, 2017: All streets have been surveyed
• November 2, 2017: All cycloramas are available
• November 14, 2017: All 31) meshes are available
• November 20, 2017: Lidar LAZ files delivered to City. Invoice Sent out for second 25%
• July 1, 2018: Invoice for final 50% sent
EXHIBIT "C"
PROJECT COSTS
Pricing:
CycloMedia has generously offered the City a preferential rate of $137.50 per linear mile to
survey LiDAR and GeoCycloramas versus their standard rate of $150 per linear mile.
Acquisition of 300 linear miles will cost $41,250. The two year service agreement for
CycloMedia's web based services are included in the purchase price.
Additional Services (Nat Included in the Current Project Scope):
The following list of services are offered by CycloMedia at an additional cost to the City. These
services are not currently in the project scope, and may be priced and purchased by the City at a
later date.
• License extension
• GlobeSpotter Server — for local hosting
• Face and license plate blurring
• On-site Training
• On-site support
• Histroical GeoCyclorama access - for access to GeoCycloramas older than 24 months
• Panorama rendering service
• CycloPositioner — improved positional accuracy for GeoCycloramas
• Traffic sign acquisition - MUTCD standard signs only
• Light pole acquisition
• Road markings
EXHIBIT "D"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees.
CHF.CK ONE
ZlI am aware of the provisions of Section 3700 of the Labor Code which requires every
p oyer to be insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code §1861).
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such that
I become subject to the workers' compensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, or a certification of workers' compensation
insurance.
I certify under penalty of perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct.
CycloMedia Technology, Inc.
By: cx� M
Jo ep As 6th, CEO
Date: fo 3 l �-