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HomeMy WebLinkAboutPW LiDAR 360 Degree Street Level Data ServicesAGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND NCTECH INC. FOR LiDAR 360-DEGREE STREET LEVEL DATA SERVICES This Agreement is made and entered into as of J 1.1 l 8, 2024 (the "Effective Date"), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and NCTECH INC., a Delaware corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement." RECITALS A. CITY desires to secure professional services more fully described in this Agreement, at Exhibit A, entitled "SCOPE OF SERVICES"; and B. CONSULTANT represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of CITY; and C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for. NOW, THEREFORE, the parties hereby agree as follows: AGREEMENT SERVICES TO BE PROVIDED. Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as "Services") to satisfactorily complete the work required by CITY at its sole risk and expense. Services to be provided to CITY are more fully described in Exhibit A entitled "SCOPE OF SERVICES," except that services for "Subsequent Years Access and Support" are not included in the Services covered by this Agreement, but may be added by subsequent written agreement of the parties. CONSULTANT acknowledges that the execution of this Agreement by CITY is predicated upon representations made by CONSULTANT in that certain proposal, dated October 11, 2023 ("Proposal") set forth in Exhibit A, which constitutes the basis for this Agreement. 2. COMPENSATION. In consideration for CONSULTANT's complete performance of Services, CITY shall pay Rev 08 22 CONSULTANT for all materials provided and services rendered by CONSULTANT at the unit rates and rates per hour for labor, as set forth in Exhibit A under "Year 1," for a total amount not to exceed $74,250. Additional compensation shall be authorized only through written agreement by both parties based on the "Subsequent Years Access and Support" table in Exhibit A. CONSULTANT will bill City on a monthly basis for Services provided by CONSULTANT during the preceding month, subject to verification by CITY. CITY will pay CONSULTANT within thirty (30) days of City's receipt of invoice. 3. TERM OF AGREEMENT. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate one (1) year from the Effective Date. 4. PROJECT COORDINATION. A. CITY'S Project Manager. Jonathan Schellin, Senior Management Analyst, is hereby designated the PROJECT MANAGER for the CITY and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Paul Burrows is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 5. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. v 08 22 2 OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 8. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 9. INSURANCE REQUIREMENTS. During the term of this Agreement, and for any time period set forth in F x Ii i hi t B, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B. 10. INDEMNIFICATION. A. Except as otherwise provided in subparagraph B of this section, CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONSULTANT'S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding v 08 22 3 arising from CONSULTANT'S performance of or operations under this Agreement, CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONSULTANT under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the CITY and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages, Court costs, reasonable attorney's fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 11. NONDISCRIMINATION. CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 12. COMPLIANCE WITH ALL LAWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 13. NO THIRD PARTY BENEFICIARIES. CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. v 08 22 4 14. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: To CITY's Project Manager: Jonathan Schellin, Senior Management Analyst I I I Morphew Street San Rafael, CA 94901 15. INDEPENDENT CONTRACTOR. To CONSULTANT's Project Director: Paul Burrows 200 South loth Street, Suite 1600 Richmond, VA 23219 For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 16. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 17. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, v 0822 agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 18. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 19. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 20. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code, and CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 21. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective successors and assigns. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 23. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. v 08.22 [Signatures are on the following page v 08 22 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL: Cris -tine, Alilovich Cristine Alilovich (Jul 8, 202417:12 PDT) CRISTINE ALILOVICH, City Manager APPROVED AS TO FORM: Office of the City Attorney hbekt T Edttei� Robert F. Epstein (Jul 2, 2CF2422:02 PDT) By: GENEVIEVE COYLE, Assistant City Attorney ATTEST: City Clerk B&cnna`lurmi lfol} I Jul 9. 2024 9PDT) LINDSAY LARA, City Clerk 08 22 8 CONSULTANT: TMooi-ie� P. Mooney (Oct 25, 2 317:00 GMT+1) By: Paul Mooney on behalf of NCTech Inc Name: P.Mooney Title: Co -CEO [If CONSULTANT is a corporation, add signature of second corporate officer] By: NCTech Inc. Name: Paul Burrows Title: Chief Commercial Officer EXHIBIT A SCOPE OF SERVICES The Services to be performed for CITY by CONSULTANT under this Agreement are more fully described in CONSULTANT's proposal, which is attached to this Exhibit A. Rev. 08.22 A-1 nchech Exhibit A virtualizing the world Address: 200 South 10th Street, Suite 1600, Richmond, VA 23219, United States STATEMENT OF WORK AND COST PROPOSAL By: NCTech Inc ("NCTech") For: City of San Rafael ("City") 11 October 2023 Introduction This document provides additional information regarding the response to the Request for Proposal ("RFP") we submitted on April 25, 2023. Milestone 1: Street -level 360 Imaeery Capture San Raf �TECHi MPENST-MAP Tasks A. Discovery phase, which includes working with relevant City personnel to confirm the exact area -of -interest ("AOI") and review the list of assets and attributes (refer to Milestone 3) to ensure completeness and that the final deliverables meet the City's expectations. Of particular importance will be the total road network length, which the RFP states is 173 centerline miles, whereas our internal calculations suggest this is up to 231 miles B. High resolution (60MP) 360 degree stitched images and point cloud data from processed LiDAR C. Cloud -based storage and access to the data via our VR.World platform D. Privacy filter (faces and licence plates blurred) E. Imagery recorded at least every 5 meters F. Images will be clear of digital artifacts, excessive shadows, radiometric and tonally balanced, glare, extreme contrast, smearing, warping or distortion of features, ghosting, voids, and artificial colorations G. Data will be collected within 30 days, including contingencies, and data will be delivered in VR.World within three weeks of start of image collection H. Metadata with information on the date and time of capture, accuracy of each recording point, spatial reference system, and camera system information rKAedi Vvirtualizing the world Address: 200 South 10th Street, Suite 1600, Richmond, VA 23219, United States i. Sample feature extraction output to enable City staff to review and confirm the extracted information is what they are looking for prior to completion of the full feature extraction scope Deliverables A. Complete street level 360 imagery dataset of public rights -of -way within the City of San Rafael via VR.World B. Sample data set with features extracted for review by City personnel -one to five miles to be provided depending on the City's preference C. Quality Control report including summary of miles driven, areas collected and positional accuracy of recording points Given the inclusion of Deliverable B within Milestone 1, we have also clarified our approach to the feature extraction process below. Approach to Feature Extraction Image feature extraction is a fundamental task that involves extracting meaningful features with attributes from NCTech's 360 degree panoramic imagery and LiDAR data. The models we will use provide a concise representation of visual content, enabling efficient and effective analysis of images. We will use a combination of automated and manual techniques to achieve the desired outcome as detailed further below: A. Automatic feature extraction, leveraging machine learning algorithms to automatically learn useful features directly from raw data. This approach eliminates the need for manual feature engineering and allows the algorithm to discover intrinsic patterns and representations in the data. B. Manual feature extraction involves domain expertise and human knowledge to handcraft relevant features based on the understanding of the assets and the problem at hand. Domain experts identify and design features that are informative and discriminative for the specific task. These features are often based on prior knowledge, intuition, or specific rules. NCTech proposes automated feature extraction with manual elements to assure results meet the 98% accuracy threshold. Overview of Attributes - NCTech will coordinate with City staff to review/confirm the following asset list: Curb ramp domes (Yes/No) Drainage Roadside curb top and curb bottom Catch Basins & Manholes Building First Floor Elevations Will capture the line string at base followed by elevation setting Polygon Unique ID Domes: Yes/No XYZ Coordinates Point Unique ID Type- Catch Basin, Manholes XYZ Coordinates Polyline Unique ID Elevation nc�ec� VVirtualizing the world Address: 200 South 10th Street, Suite 1600, Richmond, VA 23219, United States XYZ Coordinates Marking/striping Curb painting, crosswalk and other Polygon MUTCD ID markings to be discussed in project initiation Type- Marked/Unmarked XYZ Coordinates Marking/striping Lane Lines, Parking Polyline MUTCD ID Road Pavement Type: Asphalt/Concrete Length XYZ Coordinates Median Road island Polygon Unique ID XYZ Coordinates Parking Meter Road side parking meter Point Unique ID XYZ Coordinates Signage Al type of traffic signs Point MUTCD ID Point XYZ Coordinates Unique ID Tree Up to about 15 ft behind the curb line. Exact neighbourhood to be determined XYZ Coordinates Species / Type Trunk Diameter Condition Fire Hydrant All fire hydrants visible from road i.e. Point Unique ID unobstructed XYZ Coordinates Waste receptacle Dustbins, excluding Private ones Point Unique ID XYZ Coordinates J virtualizing the world Address: 200 South 10th Street, Suite 1600, Richmond, VA 23219, United States The automated feature extraction capabilities and process will directly support SHAPE and Geodatabase formats exportable into ArcGIS. This is a separate machine learning process undertaken outside of VR.World. Adopting a common data dictionary, full interoperability can be achieved between the two systems. Milestone 2: Hosted Software Tools VR.World is NCTech's interactive web -based application which offers cloud -based access to the imagery and LiDAR with tools for measuring and annotating data. Tasks: A. Ability to use different browsers such as Edge, Chrome, Safari, etc B. Mobile responsive imagery C. Search with address, zip code, and or coordinates D. Integrate with our applications and work processes using an industry standard Javascript API E. Determine the location and dimensions of objects in imagery F. Create precise point, line, and area measurements G. Overlay City -provided spatial data in the imagery in formats such as Shapefile or Geodatabase H. Export Data and Information that can be used to complete reports I. Save views as images via a screen capture Deliverables: A. An interactive, responsive web -based application with unlimited logins for city staff B. Web -based training with an option to purchase onsite training(s) C. Technical support services via web, phone and email Milestone 3 Task: In addition to the data export capability from VR.World, we are pleased to offer feature extraction services based on the attribute table shown as part of Milestone 1 above. The service will enable you to obtain valuable insights and extract relevant information from the data collected. NCTech will provide point files or shapefiles of all identified assets and asset attributes determined in Milestone 1 in a standard GIS format like shape files or file geodatabases. The data will be easy to import and display or edit in ESRI tools and any other GIS systems the city uses. Deliverables: A. Point files or shapefiles for each identified asset B. Asset attributes in each file, including relevant measurements (where specified) C. Web -based training with an option to purchase onsite training(s) D. Technical support services via web, phone and email Vvirtualizing the world Address: 200 South 10th Street, Suite 1600, Richmond, VA 23219, United States Milestone 4 Task: As a cloud native based service, VR.World delivers its primary security controls, authentication and data onboarding capability through assurances and best practice identified in the National Institute of Standards Cybersecurity framework realized through the NIST AWS cybersecurity East/West definitions documents NIST -Amazon Web Services (AWS). NCTech uses a single sign -on model applying the LDAP principles and has deployed full endpoint protection and access control permissions. Regular IT and cyber security training is undertaken by all staff and monitored across the organization by the company compliance officer. Service Levels: System Performance, Scalability and Availability A. Hardware to handle the average transaction load with an average CPU utilization of no more than 35% - 40% of the CPU capacity. The peak CPU utilization shall never exceed 70% of CPU capacity at any given time B. NCTech will maintain 99.99% availability- including planned maintenance Security Documentation: NCTech has provided a copy of its Internal IT and Information Security Policy. Key information is summarized below: A. Disaster Availability: In the event the Hosted Service or any component thereof is rendered permanently inoperative as a result of a natural or other disaster, NCTech will communicate immediately with the City, and make all commercially reasonable efforts to facilitate the expeditious restoration of the services. Where NCTech is unable to restore Services in a reasonable timeframe, City may exercise its right to terminate the Agreement B. Return of City Data: Within thirty (30) days of notification of termination of this Agreement, NCTech shall provide City with all City -owned data in dedicated data files suitable for importation into commercially available database software such as MS -SQL, ESRI Shapefiles. The dedicated data files will comprise the City's data held in NCTech's system. The structure of the relational database will be specific to the City's data and will not be representative of NCTech's proprietary database Deliverables: A. Physical, Administration and Technical security controls B. Data Breach Notification procedures C. Security Program D. System Upgrade Policy Pricing Schedule With regards to the pricing schedule, the licence fee period begins when the 360 degree imagery and LiDAR data is delivered via VR.World and logins are established. The fee for asset extraction shall be billed upon completion of all feature extraction work. Year 1 QuantityService Milestone 360 Degree Imagery and LiDAR Data 1 231 miles $89 $20,559 Hosted Software Tools: VR World Platform 2 Included $0 Software: web -based training & technical support via phone or email 3 Included $0 Asset Extraction - detailed description of assets and 3 231 miles $226 $52,191 attributes in Overview of Attributes above 77­7 virtualizina the world Address: 200 South 10th Street, Suite 1600, Richmond, VA 23219, United States Asset Extraction - additional attributes of identified assets i.e. any which are not currently reflected in the "Overview of Attributes" 3 TBC TBC Exportable GIS Data:lncluding web -based training & technical support via phone or email 3 Included $0 Software and/or Exportable GIS Data: Onsite training 2 & 3 N/a $750/day NIST Technical and Security Compliance 4 Included $0 TOTAL $74,250 Subsequent Years Access and Support Milestone QuantityService 360 Degree Imagery and LiDAR Data 1 231 $71 1 $16,401 Hosted Software Tools: VR World Platform 2 Included Software: web -based training & technical support via phone or email 3 Included Asset Extraction - Detailed Description of assets and No ongoing cost - delivered in attributes in Overview of Attributes above 3 year 1 Exportable GIS Data:lncluding web -based training & No additional cost so long as technical support via phone or email 3 annual licence fee is paid Software and/or Exportable GIS Data: Onsite training 2 & 3 $750/day beyond year 1 NIST Technical and Security Compliance Included so long as data is hosted 4 in VR.World TOTAL I $16,401 Should the City commit to a three year licence, a discount would be available to reduce the fee to $66/mile in years two and three. This would enable City personnel to continue accessing the data and all measurement tools within VR.World. Contacts Contract: Paul Burrows - Paul.burrows L@nctechimagino.corn I Mobile: 602 319 8573 Project Manager: Fraser Osborne - fraser.osborne@nctechimaainR.com I Mobile: +44 7834 812046 EXHIBIT B INSURANCE REQUIREMENTS During the term of this Agreement, and for any time period set forth below, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. Commercial general liability. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. Automobile liability. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence. 3. Professional liability. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 4. Workers' compensation. If it employs any person, CONSULTANT shall maintain workers' compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULTANT's workers' compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or workers' compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONSULTANT's insurance policies shall be "primary and noncontributory" with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONSULTANT'S policies shall be at least as broad as Rev 0822 B-1 ISO form CG20 0104 13. 3. Except for professional liability insurance or workers' compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. By execution of this Agreement, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. Ifthe insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the Effective Date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the CONSULTANT under this Agreement. 9. CONSULTANT agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT, except as with respect to limits. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. CONSUTLANT agrees that upon request by CITY, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the performance of Services will be submitted to CITY for review. 10. CONSULTANT agrees to be responsible for ensuring that no contract used by any party involved in any way with the Services reserves the right to charge CITY or CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any v 08 22 B-2 such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against CITY for payment of premiums or other amounts with respect thereto. C. Deductibles and SIR's. Any deductibles or self -insured retentions in CONSULTANT's insurance policies must be declared to and approved by the CITY and shall not reduce the limits of liability. Policies containing any self -insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self -insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by the CITY. 08 22 B-3 XA R A F�FI i z WITH PP . CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Public Works Project Manager: Nataly Torres (for Jonathan Schellin) Extension: 3353 Contractor Name: NCTech Inc. Contractor's Contact: Paul Burrows Contact's Email: paul.burrows@nctechimaging.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ enter a date. b. Email contract (in Word) and attachments to City 10/9/2023 Attorney c/o Laraine.Gittens@cityofsanrafael.org ®NT 2 City Attorney a. Review, revise, and comment on draft agreement 10/9/2023 and return to Project Manager 10/9/2023 © NT b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor ❑X NT 3 Department Director Approval of final agreement form to send to 10/9/2023 ® AM contractor 4 Project Manager Forward three (3) originals of final agreement to 10/11/2023 (] contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ® N/A agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed agreement 8 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 9 City Manager / Mayor Agreement executed by City Council authorized official Attest signatures, retains original agreement and 10 City Clerk forwards copies to Project Manager PSA - NCTech Inc. - LiDAR 360- Degree Street Level Data Interim Agreement Report Created: 2023-10-11 By: Nataly Torres (nataly.torres@cityofsanrafael.org) Status: Out for Signature Transaction ID: CBJCHBCAABAAt65lz7gAyd-HvhjvNmiPcZNLyPpn2535 Agreement History 2024-07-02 Agreement history is the list of the events that have impacted the status of the agreement prior to the final signature. A final audit report will be generated when the agreement is complete. "PSA - NCTech Inc. - LiDAR 360- Degree Street Level Data" His tory Document created by Nataly Torres (nataly.torres@cityofsanrafael.org) 2023-10-11-11:48:40 PM GMT P-4 Document emailed to paul.mooney@nctechimaging.com for signature 2023-10-11-11:52:11 PM GMT 1� Document shared with Jonathan.Schellin@cityofsanrafael.org by Nataly Torres (nataly.torres@cityofsanrafael.org) 2023-10-11 - 11:53:15 PM GMT Email viewed by paul.mooney@nctechimaging.com 2023-10-12 - 6:32:52 AM GMT E-y New document URL requested by paul.mooney@nctechimaging.com 2023-10-25 - 3:59:12 PM GMT Email viewed by paul.mooney@nctechimaging.com 2023-10-25 - 3:59:21 PM GMT 60 Signer paul.mooney@nctechimaging.com entered name at signing as P.Mooney 2023-10-25 - 4:00:55 PM GMT &o Document e-signed by P.Mooney (paul.mooney@nctechimaging.com) Signature Date: 2023-10-25 - 4:00:57 PM GMT - Time Source: server yJ SAN RAFAEL Powered by Adobe Acrobat Sign E'► Document emailed to Paul Burrows(paul.burrows@nctechimaging.com) for signature 2023-10-25 - 4:01:01 PM GMT Email viewed by Paul Burrows (paul.burrows@nctechimaging.com) 2023-10-25 - 4:01:24 PM GMT 6o Document e-signed by Paul Burrows(paul.burrows@nctechimaging.com) Signature Date: 2023-10-25 - 4:19:11 PM GMT - Time Source: server E'-► Document emailed to Laraine Gittens (laraine.gittens@cityofsanrafael.org) for approval 2023-10-25 - 4:19:14 PM GMT �Z Document shared with Jonathan Schellin Oonathans@cityofsanrafael.org) by Nataly Torres (nataly.torres@cityofsan rafael.org) 2023-10-30-10:56:18 PM GMT E'y New document URL requested by paul.mooney@nctechimaging.com 2023-10-31 - 4:08:07 PM GMT E'.. New document URL requested by paul.mooney@nctechimaging.com 2024-04-29 - 9:46:06 AM GMT- IP address: 86.170.7.88 Email viewed by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2024-06-14 - 5:31:07 PM GMT- IP address: 104.47.64.254 do Document approved by Laraine Gittens(laraine.gttens@cityofsanrafael.org) Approval Date: 2024-06-14 - 5:32:41 PM GMT - Time Source: server- IP address: 199.88.113.8 E'+ Document emailed to Genevieve Coyle (genevieve.coyle@cityofsanrafael.org) for signature 2024-06-14 - 5:32:44 PM GMT r2 Nataly Torres (nataly.torres@cityofsanrafael.org) added alternate signer Rob.Epstein@cityofsanrafael.org. The original signer Genevieve Coyle (genevieve.coyle@cityofsanrafael.org) can still sign. 2024-06-27 - 10:08:33 PM GMT- IP address: 199.88.113.8 Document emailed to Rob.Epstein@cityofsanrafael.org for signature 2024-06-27 - 10:08:33 PM GMT Email viewed by Rob.Epstein@cityofsanrafael.org 2024-06-28 - 3:17:24 AM GMT- IP address: 146.75.154.172 SAN RAFAEL PowereAdobe Acrobat Sign PSA - NCTech Inc. - U DAR 360- Degree Street Level Data Final Audit Report Created: 2024-07-02 By: Nataly Torres (nataly.torres@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAAYvMRT4GbE8-X3SnEeg3-e6lG7Z2Kr5Bh 2024-07-09 TSA - NCTech Inc. - LiDAR 360- Degree Street Level Data" His tory Document created by Nataly Torres (nataly.torres@cityofsanrafael.org) 2024-07-02 - 6:17:47 PM GMT- IP address: 199.88.113.8 fly Document emailed to rob.epstein@cityofsanrafael.org for signature 2024-07-02 - 6:23:19 PM GMT Ik Document shared with Shannon Mackie (shannon.mackle@cityofsanrafael.org) by Nataly Torres (nataly.torres@cityofsan rafael. org) 2024-07-02 - 6:24:04 PM GMT- IP address: 199.88.113.8 Email viewed by rob.epstein@cityofsanrafael.org 2024-07-03 - 5:01:42 AM GMT- IP address: 104.28.123.163 6© Signer rob.epstein@cityofsanrafael.org entered name at signing as Robert F. Epstein 2024-07-03 - 5:02:11 AM GMT- IP address: 104.28.123.163 &o Document e-signed by Robert F. Epstein (rob.epstein@cityofsanrafael.org) Signature Date: 2024-07-03 - 5:02:13 AM GMT - Time Source: server- IP address: 104.28.123.163 P-► Document emailed to city.clerk@cityofsanrafael.org for approval 2024-07-03 - 5:02:15 AM GMT f!l Email viewed by city.cierk@cityofsanrafael.org 2024-07-03 - 7:52:17 PM GMT- IP address: 104.47.65.254 6p Signer city.clerk@cityofsanrafael.org entered name at signing as Lindsay Lara 2024-07-03 - 7:54:48 PM GMT- IP address: 199.88.113.8 &SAN RAFAEL Adobe "' "'"" 'A's'' Acrobat Sign bo Document approved by Lindsay Lara(city.clerk@cityofsanrafael.org) Approval Date: 2024-07-03 - 7:54:50 PM GMT - Time Source: server- IP address: 199.88.113.8 7-4 Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2024-07-03 - 7:54:52 PM GMT Email viewed by cristine.alilovich@cityofsanrafael.org 2024-07-03 - 9:14:37 PM GMT- IP address: 174.195.80.39 Email viewed by cristine.alilovich@cityofsanrafael.org 2024-07-09 - 0:11:58 AM GMT- IP address: 104.47.64.254 bo Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2024-07-09 - 0:12:34 AM GMT- IP address: 199.88.113.8 bo Document e-signed by Cristine Alilovich (cristine.alilovich@cityofsanrafael.org) Signature Date: 2024-07-09 - 0:12:36 AM GMT - Time Source: server- IP address: 199.88.113.8 'y Document emailed to city.clerk@cityofsanrafael.org for signature 2024-07-09 - 0:12:38 AM GMT Email viewed by city.clerk@cityofsanrafael.org 2024-07-09 - 2:58:18 PM GMT- IP address: 104.47.64.254 &G Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi (for) 2024-07-09 - 2:58:31 PM GMT- IP address: 199.88.113.8 do Document e-signed by Brenna Nurmi (for)(city.clerk@cityofsanrafael.org) Signature Date: 2024-07-09 - 2:58:33 PM GMT - Time Source: server- IP address: 199.88.113.8 Agreement completed. 2024-07-09 - 2:58:33 PM GMT SAN RAFAEL I Adobe "" "° s'` ` Acrobat Sign