Loading...
HomeMy WebLinkAboutProfessional Services Agreement - RoadBotics Inc. - Street Condition Assessment Pilot Program1316 COUNTY-Crry BUILDING 227 W. JEFFERSON BOULFVARD Soui'ii BEND. INDIANA 46601-1830 CITY OF SOUMBEND PEFEBUTTIGIEG, MAY 130ARD OF PUBLIC WORKS I February 13, 2018 Mark DeSantis RoadBotics, Inc. 6401 Penn Ave., FL3 Pittsburgh, PA 15206 RE: Professional Services Agreement Dear Mr. DeSantis: PwNL 574/235-9251 FAX 5741235-9171 The Board of Public Works, at its meeting held on February 13, 2018, approved the above referenced agreement regarding the Street Condition Assessment Pilot Program in the amount of $5,000. Enclosed please find the original of the agreement for your signature. Please sign and return the original agreement to our office and retain a copy for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251, Sincerely, Linda M. Mat -tin, Clerk Enclosure c: Brian Donoghue, Innovation and Technology GARY A. GILOT SUZANNAM.FRITZBERG E1J7A13E'1'1-fA.MARADIK TAWS A. MUE1A,FR DIFRESF J. DORAU To�0 1sol�! 1. General Terms. RoadBotics will provide Customer access to RoadWay, its innovative pavement monitoring, and management platform as part of its Program as further outlined in this proposal. In consideration of the payment of the Subscription Fee specified below, Customer shall have access to RoadWay Insights for the duration of the term noted in section 2 below. The Services will also include all the following (collectively the "RoadBotics Processes"): 1. RoadBot Full Service data collection for the Customer's roads, as specified in Addendum A, 11. RoadWay Pavement Assessment for the Customer's roads, as specified in Addendum A, 111. Access and training on the use of the RoadWay cloud -based proprietary software portal, IV. Customer support for the duration of the Program, V. Continued availability of additional services at the prices outlined in Addendum A. Customer acknowledges and agrees that as, between Customer and RoadBotics, RoadBotics is the sole owner of all RoadBotics Processes. 2. Specific Terms. Customer shall have access to the RoadWay platform along with the specific Customer data collected for the period specified in Addendum A. Customer is hereby granted a license to use, reproduce, and display road data from the RoadWay platform, but is expressly forbidden from resale of data without the prior express written permission of RoadBotics. 3. Fees and Payments. 3.1 Customer shall pay to RoadBotics a Program Fee of $4500.00 which shall be due in two installments. The first installment of $2,250.00 shall be due upon receipt of RoadWay credentials and assessment in spring of 2018, and the second installment of $2,250.00 shall be due thirty (30) days from the date RoadWay credentials and assessment are delivered. All fees shall be paid within thirty (30) days of date of invoice. 3.2 RoadBotics may suspend its performance under this Agreement if Customer fails to comply with any part of its payment obligation. 4. Warranties. RoadBotics will use reasonable commercial efforts to make the Services available during the term specified. In the event of breach of this warranty for the Services, RoadBotics's sole and exclusive obligation, and Customer's sole and exclusive remedy, shall be to refund the applicable portion of the Program Fee applicable to the Services for the period such Services were not available because of breach by RoadBotics. 5. Limitation of Liability. ROADBOTICS's LIABILITY FOR DAMAGES ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITHTHIS AGREEMENT SHALL IN NO EVENT EXCEED THE SUBSCRIPTION FEES PAID BY CUSTOMER TO ROADBOTICS FOR THE APPLICABLE SERVICES. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS SECTION. CUSTOMER ACKNOWLEDGES THAT WITHOUT ITS AGREEMENT TO THE LIMITATIONS CONTAINED HEREIN, THE FEES CHARGED FOR THE SERVICES WOULD BE HIGHER. +6. Confidentiality. "Confidential Information" means all confidential and proprietary information of a party (the "Disclosing Party") disclosed to the other party (the "Receiving Party"), whether orally or in writing, including but not limited to the terms and conditions of this Agreement business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Parity; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. If the Receiving Party is compelled by law, including without limitation the Customers discretionary application of the Indiana Access To Public Records Act, I.C. 5-1.4-3 (the "APRA"), to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it -2- being specifically aelmowledged by the parties that any other available remedies are inadequate. RoadBotics and the Customer mutually acknowledge and agree that no term or provision of this Proposal or the Agreement will be construed to require the Customer to violate or fail to adhere to the requirements of the APRA. 7. Marketing. RoadBotics may identify Customer as a customer of RoadBotics, including a general description of the products and services provided by RoadBotics to Customer. Subject to the APRA and the terms of Section 6 of this Proposal, neither party will disclose the pricing or other specific terms of this Proposal without the prior written consent of the other party, 7.3 All provisions of this Agreement shall be considered as separate terms and conditions, and in the event any one shall be held illegal, invalid or unenforceable, all the other provisions hereof shall remain in full force and effect as if the illegal, invalid, or unenforceable provision were not a part hereof, unless the provision held illegal, invalid or unenforceable is a material provision of this Agreement, in which case RoadBotics and Customer agree to amend this Agreement with replacement provisions containing mutually acceptable terms and conditions. 7.4 The parties hereunder are independent contractors. Neither party shall have any right to assume, create, or incur any expense, liability, or obligation, express or implied, on behalf of the other party. This Agreement is not intended to be nor shall it be construed as a joint venture, association, partnership or other form of a business organization or agency relationship. 7.5 This Agreement, including the Proposal For Services constitutes the entire Agreement between the Customer and RoadBotics with respect to the subject matter hereof, and no waiver, modification, alteration or amendment of any of the terms or conditions hereof shall be effective unless and until set forth in a writing duly signed by authorized representatives of RoadBotics and Customer. 7.6 RoadBotics shad not be responsible for any failure or delay in the performance of any obligation hereunder, if such failure or delay is due to a cause beyond RoadBoties's reasonable control, including, but not limited to acts of God, flood, fire, volcano, war, third -party suppliers, labor disputes or governmental acts. 7.7 All notices to either party shall be in writing and delivered by hand or by certified mail or overnight delivery service to the address set forth by Customer or RoadBoties or to such other address as either party shall give by notice to the other party. Notices shall be effective when delivered to the applicable address. 7.8 The provisions of Sections 3, 4, 5, 6, 7 and 8 of this Agreement shall survive the expiration or termination of this Agreement for any reason. IN WFI- LESS, WHEREOF, the parties have executed this Agreement as of the later of the dates set forth below. CUSTOMER: City of South Bend, IN I Signature:. 3oard Of P( tic Warki, -3- P4. rr I I I I Print Narne'. Signature: Title: Print Name: Mark DeSanfis Date: Title. CEO RoadBotics Date: -4- �1".1i�II Addendum A RoadBotics Current Service and Cost Addendum A RoadBotics Pricing for City of South Bend, IN Proposed Roads: RoadBotics will assess 100 CL Miles of roads Once within the boundary of City of South. Bend provided by the customer. RoadBotics Service and Cost: $4,500 for 100 CL Miles per scan. Data Delivery Date: e would life to perform the assessment in spring of 2018 and deliver it within 3 weeks. The customer delivers the roadway snap to RoadBotics, or alternately agrees in writing to the proposed roadway map given by Roadbotics to the customer. Program Period: One year from the date of delivery of the assessment and credentials. Proposal Pricing Expires: December 31, 2017 -6- When theprosImclive Contractor is unable to certify to any of the statements beloiv, it shall attach an-explanallon to this Affidavit. 8 RM14 DREW 1101181,115 11 DIMI 11KYJ I Wig 111 H INNER pig IN L11'r T, w 01:4 13. EW."V I j11JR611iiq 110 ITH 11 ! HT, i vi mr-"Vil elyl V B1 11.11111 1Vo!RM'1_'11i11RD1 I Wiwi 11043111,11 lie] 11MOR4 X 01U6,11 11 W, (Must be completed for all quotes and bids. Please type or print) STATE OF )!SS: COUNTY The undersigned Contractor, being duly sworn upon his/her/its oath, affirms under the penalties of perjury that: 1. Contractor has not, nor has any other member, representative, or agent of the firm, company, corporation or partnership represented by him, entered into any combination, collusion or agreement with any person relative to the price to be bid by anyone at such letting nor to prevent any person from bidding nor to induce anyone to refrain fi-om bidding, and that this bid is made without reference to any other bid and without any agreement, understanding or combination with any other person in reference to such bidding. Contractor further says that no person or persons, firms, or corporation has, have or will receive directly or indirectly, any rebate, fee, gift, commission or thing of value on account of such sale; and 2. Contractor certifies by submission of this proposal that neither contractor nor any of its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency; and 3. Contractor has not, nor has any successor to, nor an affiliate of, Contractor, engaged in investment activities in Iran. a. For purposes of this Certification, "Iran" means the government of Iran and any agency or instrumentality of Iran, or as otherwise defined at Ind. Code § 5-22-16.5-5, as amended from time -to -time. b. As provided by Ind. Code § 5-22-16.5-8, as amended from time -to -time, a Contractor is engaged in investment activities in Iran if either: i. Contractor, its successor or its affiliate, provides goods or services of twenty million dollar-, ($20,000,000) or rnore in value in the energy sector of Iran; or ii. Contractor, its successor or its affiliate, is a financial institution that extends twenty million dollars ($20,000,000) or more in credit to another person for forty-five (45) days or more, if that pet -son will (i) use the credit to provides goods and services in r-Non-Cofl usion Non-Debaffnelit Af1udav it Non Iran Forin 2012 the energy sector in Iran; and (ii) at the time the financial institution extends credit, is a person identified on list published by the Indiana Department of Administration. 4. Contractor does not knowingly employ or contract with an unauthorized alien, nor retain any employee or contract with a person that the Contractor subsequently learns is an unauthorized alien. Contractor agrees that he/she/it shall enroll in and verify the work eligibility status of all of Contractor's newly hired employees through the E-Verify Program as defined by I.C. 22-5-1.7-3. Contractor's documentation of enrollment and participation in the E-Verify Program is included and attached as part of this bid/quote; and 5. Contractor shall require his/her/its subcontractors performing work under this public contract to certify that the subcontractors do not knowingly employ or contract with an unauthorized alien, nor retain any employee or contract with a person that the subcontractor subsequently learns is an unauthorized alien, and that the subcontractor has enrolled in and is participating in the E-Verify Program. The Contractor agrees to maintain this certification throughout the term of the contract with the City of South Bend, and understands that the City may terminate the contract for default if the Contractor fails to cure a breach of this provision no later than thirty (30) days after being notified by the City. 6. Persons, partnerships, corporations, associations, or joint venturers awarded a contract by the City of South Bend through its agencies, boards, or commissions shall not discriminate against any employee or applicant for employment in the performance of a City contract with respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to employment because of race, sex, religion, color, national origin, ancestry, age, or disability that does not affect that person's ability to perform the work. In awarding contracts for the purchase of work, labor, services, supplies, equipment, materials, or any combination of the foregoing including, but not Iimited to, public works contracts awarded under public bidding laws or other contracts in which public bids are not required by law, the City, its agencies, boards, or commissions may consider the Contractor's good faith efforts to obtain participation by those Contractors certified by the State of Indiana as a Minority Business ("MBE") or as a Women's Business Enterprise ("WBE") as a factor in determining the lowest, responsible, responsive bidder. In no event shall persons or entities seeking the award of a City contract be required to award a subcontract to an MBE/WBE; however, it may not unlawfully discriminate against said WBE/MBE. A finding of a discriminatory practice by the City's MBEIWBE Utilization Board shall prohibit that person or entity from being awarded a City contract for a period of one (1) year from the date of such determination, and such determination may also be grounds for terminating the contact for which the discriminatory practice or noncompliance pertains. 7. The undersigned contractor agrees that the following nondiscrimination commitment shall be made a part of any contract which it may henceforth enter into with the City of South Bend, Indiana or any of its agencies, boards or commissions. F-Non-Collusion Non -Debarment Affidavit Non [ran Form 2012 Contractor agrees not to discriminate against or intimidate any employee or applicant for employment in the performance of this contract with privileges of employment, or any matter directly or indirectly related to employment, because of race, religion, color, sex handicap, national origin or ancestry. Breach of this provision may be regarded as material breach of contract, 1, the undersigned bidder or agent as contractor on a public works project, understand my statutory obligations to the use of steel products or foundry products made in the United States (I.C. 5-16-8-1). 1 hereby certify that I and all subcontractors employed by me for this project will use steel products or foundry products on this project if awarded. I understand that violations hereunder may result in forfeiture of contractual payments. I hereby affirm under the penalties of perjury that the facts and information contained in the foregoing bid for public works are true and correct. Dated this day of 6 20)-� --5 Contyqa-oW kdder (Firm) Contr4etor/Bidder or Its Agent n4awne ana i we Subscribed and swom to before me this day of 20-e— My Commission Expires\---C�bD 4, aCAS Notfiry Public County of Residence &--"- COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL 0 Jarah Roxberry. Notary Public Lyndora PA, Butler County my commloalon Rites February 24. 2010 F-Non-Col lusion Non-Debannent Affidavit Non Iran Form 2012 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 216118 Name Brian Donoahue Department Innovation & Tech BPW Date 2/13/18 Phone Extension 5816 Z Agreement U Contract U Proposal U Addendum ❑ Professional Services ❑ Amendment ❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet ❑ Quote Opening ❑ Quote Award ❑ Chg Order No. ❑ CIO & PCA No. ❑ PCA ❑ Ease./Encroach. ❑ Traffic Control ❑ Resolution n Other: ❑ Claim Company or Vendor Name RoadBotics, Inc. New Vendor N Yes U If Yes, Approved by Purchasing I-1 No MBE/WBE Contractor ❑ MBE Completed E-Verify .Form Attached ❑ Yes ❑ WBE ❑ No Project Name Street Condition Assessment Pilot Project Project Number Funding Source Account No. Streets Amount $5,000 Terms of Contract Pilot project with RoadBotics to develop a rating of pavement condition using video technology in a small geography within the Purpose/Description Amount of H Increase ❑ Decrease $ Previous Amount $ Current Percent of Change: % New Amount $ Total Percent of Change: % Time Extension: Dispersal After Approval Copy Original ❑ ❑ ❑ ❑ ❑ ❑