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HomeMy WebLinkAboutPSA - Provide Pavement Condition Assessment for 2021 Roadbotics Assmt. – RoadBotics, Inc.  ELIZABETH A. MARADIK GARY A. GILOT JORDAN V. GATHERS JOSEPH R. MOLNAR MURRAY L. MILLER 1316 COUNTY-CITY BUILDING 227 W. JEFFERSON BOULEVARD SOUTH BEND, INDIANA 46601-1830 PHONE 574/ 235-9251 FAX 574/ 235-9171 CITY OF SOUTH BEND JAMES MUELLER, MAYOR BOARD OF PUBLIC WORKS June 22, 2021 Ms. Sarah Kilroy RoadBotics, Inc. 322 North Shore Dr., Suite 200 Pittsburgh, PA 15212 sarah.kilroy@roadbotics.com RE: Professional Services Agreement Dear Ms. Kilroy: At its June 22, 2021 meeting, the Board of Public Works approved the above referenced agreement to provide a pavement condition assessment for the 2021 Roadbotics Assessment Project No. 121-039 in the amount of $45,000. Enclosed please find the original of the agreement for your signature. Please sign and return the original agreement to lhensley@southbendin.gov. Please retain a copy for your records. If you have any further questions regarding this matter, please call this office at (574) 235-9251. Sincerely, /s/ Anne Fuchs Anne Fuchs, Clerk Enclosures AF/lh INTER-OFFICE MEMORANDUM DEPARTMENT OF PUBLIC WORKS DIVISION OF ENVIRONMENTAL SERVICES TO: Board of Public Works Anne Fuchs, Clerk FROM: Leslie Biek, P.E., Assistant City Engineer SUBJECT: 121-039: 2021 Roadbotics Assessment PSA with Roadbotics DATE: June 14, 2021 Attached is the Professional Services Agreement with Roadbotics Inc. for the 2021 Roadbotics Road Assessment. This service uses camera footage to determine the pavement condition without human subjectivity. The agreement has been reviewed by Legal and Engineering. It is requested the Board of Public Works approve the Professional Services Agreement with Roadbotics Inc. for the 2021 Roadbotics Assessment (PN 121-039). Thank you for your consideration of this request. AGREEMENT FOR PROFESSIONAL SERVICES This Agreement for Professional Services (this “Agreement”) is entered into on _________________ (the "Effective Date”), by and between the City of South Bend, acting by and through its Board of Public Works (the “City'), and RoadBotics, Inc., a Delaware corporation with its Principal place of business located at 322 North Shore Drive, Suite 200, Pittsburgh, Pennsylvania 15212 (the “Provider”) (each a "Party" and collectively the “Parties"). For and in consideration of the mutual covenants and promises contained herein, the Parties agree as follows: 1.Services. The Provider will provide to the City the professional services (the “Services”) set forth in the Provider's proposal attached hereto as Exhibit A (the “Proposal"), which Proposal is incorporated herein. In the event of any conflict between the terms of t his Agreement and the terms of the Proposal, the terms of this Agreement will prevail. The Provider will execute its obligations under this Agreement in accordance with the prevailing professional standard of care for projects of similar design and complexity. 2.Subscription License Term. In consideration of the payment for the Services specified in Exhibit A, Provider hereby grants to the City during the Subscription Term, solely for the City’s internal use and for no other purpose whatsoever ("Authorized Use"), a nonexclusive, nontransferable right to use and access RoadWay, RoadSense and RoadNav, as such products are described in Subscription Components. The Services will include all components listed above in "Subscription Components" with specific terms of the Subscription Program provided above. 3.Specific terms. City shall have access to the Subscription Components for the Subscription Term. City owns the Pavement Assessment as specified. City hereby grants Provider a perpetual, non- exclusive license to access, analyze, use internally, and publish or display on its ow n websites, any Pavement Assessment specified. Additionally, Provider grants to City a perpetual, non- exclusive, non-transferable license to use, analyze, and publish or display on its websites, any complimentary images or visualizations provided by Provider in conjunction with City’s purchased Pavement Assessment. Provider hereby grants City a non-exclusive, non-transferable license during the Subscription Term to access, display internally, use and, where applicable, download and install onto a compatible mobile device RoadNav and RoadSense for the sole purpose of collecting Road Data for the generation of the City Pavement Assessment. City acknowledges that Provider is the owner of RoadSense, RoadNav and Road Data. Road Data means the raw data collected by RoadSense that includes video, geolocation and timestamps for the specific purpose of generating Pavement Assessments. Except for the licenses granted in this Agreement, nothing in this Agreement confers in the City any right of ownership to RoadSense, RoadNav or Road Data. Notwithstanding anything to the contrary in this Agreement, City shall not have access to Road Data while collecting or transmitting the Road Data. June 22, 2021 4.Compensation. In exchange for the Provider's satisfactory performance of the Services, and subject to the terms and conditions of this Agreement, the City will pay the Provider the Program Fee stated in the Proposal (the “Contract Amount") in accordance with the project budget stated in the Proposal. The City will pay the Contract Amount upon invoicing by the Provider as set forth in the Proposal (each a “Contract Installment”). Invoice payment will be made within thirty (30) days from the date of invoice receipt. The City will not be required to pay any Contract Installment if the City is not satisfied with the Provider's performance under this Agreement or any default or breach of this Agreement by the Provider exists, as the City may determine in its sole discretion. The sum of all Contract Installments will not exceed the Contract Amount, and the Provider will not incur or seek reimbursement for any expenses in excess of the Contract Amount. 5.Term; Termination. Unless earlier terminated in accordance with its terms, this Agreement will commence on the Effective Date and continue for twelve (12) months (the “Subscription Term”). Notwithstanding the foregoing, effective immediately upon delivery of a written termination notice to the Provider, the City may terminate this Agreement, in whole or in part, for any reason, if the City determines that such termination is in the best interest of the City. In addition, in accordance with Ind. Code 6-1.1-18 4, payments are subject to annual appropriation by the City. If the City makes a written determination that funds are not appropriated or are otherwise unavailable to support the continuation of this Agreement, it shall be cancelled. A determination by the City that funds are not appropriated or are otherwise unavailab le to support the continuation of performance shall be final and conclusive. The City will not be required to pay any Contract Installment or be otherwise liable for any cost associated with the Provider's performance of any Services after the effective date of termination. 6.Warranties. Provider will use reasonable commercial efforts to make the Services available during the Agreement term. In the event of breach of this warranty for the Services, Provider’s sole and exclusive obligation shall be to refund the portion of the subscription fee applicable to the Services for the period such Services were not available because of breach by the Provider. Notwithstanding the foregoing, the City retains it right to pursue any and all remedies available at law or in equity. 7.Limitation of Liability. PROVIDER SHALL NOT BE LIABLE FOR CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING LOST BUSINESS OR PROFITSTO THE EXTENT THAT PROVIDER IS HELD LIABLE FOR DAMAGES ARISING OUT OF THE USE OF THE SERVICES OR THIS AGREEMENT, PROVIDER’S LIABILITY FOR SUCH DAMAGES SHALL IN NO EVENT EXCEED THE SUBSCRIPTION FEES PAID BY CITY TO PROVIDER FOR THE APPLICABLE SERVICES. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS SECTION. CITY ACKNOWLEDGES THAT WITHOUT ITS AGREEMENT TO THE LIMITATIONS CONTAINED HEREIN, THE FEES CHARGED FOR THE SERVICES WOULD BE HIGHER. 8.Point of Contact. The City employee identified in Section 9 below will serve as the City's principal point of contact for purposes of this Agreement. 9.Relationship. The Provider shall at all times be an independent contractor for the performance of the Services rather than an employee of the City, and no act or omission to act by the Provider shall in any way bind or obligate the City. This Agreement is strictly for the benefit of the Parties and not for any third party or person. This Agreement was negotiated by the Parties at arm's length and each of the parties hereto has reviewed the Agreement after the opportunity to consult with independent legal counsel. Neithe r party shall maintain that the language in the Agreement shall be construed against any signatory hereto. The City and the Provider hereby renounce the existence of any form of agency relationship, joint venture, or partnership between the Provider and the City and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between the City and the Provider. 10.Indemnification of City. The Provider hereby agrees to defend, indemnify, and hold harmless the City, its officials, employees, and agents from any and all claims which arise from the performance by the Provider under this Agreement and from all costs and attorney fees in connection therewith, excepting for claims arising out of the negligence of the City, its officials, directors, employees, and agents. The obligations of the Provider under this section shall survive the termination of this Agreement. 11.Assignment. The Provider shall not assign or subcontract the whole or any part of this Agreement or its obligations hereunder without the prior written consent of the City. 12.Notices. Any notice required or permitted to be delivered hereunder shall be m ade to be delivered, whether or not actually received, when deposited in the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addres sed to the City or the Provider, as the case may be, at the address set forth below. Provider: RoadBotics, Inc. 322 North Shore Drive, Suite 200 Pittsburgh, PA 15212 Attn: CEO City: City of South Bend 227 W. Jefferson Blvd. South Bend, IN 46601 Attn: Scott Kreeger 13.Equal Opportunity: Non-Discrimination; Compliance. The Provider shall comply with all applicable laws and regulations in its hiring and employment practices and policies for any activity covered by this Agreement. The Provider shall comply with all state, federal, and municipal laws, regulations, and standards applicable to its activities pursuant to this Agreement including, but not limited to, the requirements imposed by Ind. Code 22 -9-1-10 (non-discrimination), the provisions of Ind. Code 5-22-16.5 (disqualification for dealings with the government of Iran), and the provisions of Ind. Code 22-5-1.7 (requiring E-Verify for new employees and prohibiting employment of unauthorized aliens). Each of the foregoing provisions is incorporated herein as if set forth in full, and the Provider certifies that it is in compliance with each such provision and shall remain in compliance through the term of this Agreement. 14.Contractor's Affidavit. The Provider agrees, as a condition precedent to the effectiveness of this Agreement, that its authorized representative will execute and submit to the City and any other appropriate bodies an affidavit in the form attached hereto as Exhibit B. 15.Drug-Free Workplace. The Provider hereby agrees to make a good faith effort to provide and maintain a drug-free workplace. The Provider will give written notice to the City within ten (10) days after receiving actual notice that the Provider or an employee of t he Provider within the State of Indiana has been convicted of a criminal drug violation occurring in the workplace. 16.Entire Agreement; Amendment; Applicable Law . This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof, and merges and supersedes all prior discussions, agreements, and understanding of any and every nature between them. This Agreement may be amended only by separate writing, signed by authorized representatives of both the Provider and the City. This Agreement will be construed and interpreted according to the laws of the State of Indiana, and any dispute arising out of this Agreement or otherwise concerning the Provider's rendering of the Services will be resolved in the courts located in St. Joseph County, Indiana, unless the Parties mutually agree to a different method of dispute resolution. 17.Severability. 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 the Provider and the City agree to amend this Agreement with replacement provisions containing mutually acceptable terms and conditions. 18.Force Majeure. The Provider shall 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 the Provider's reasonable control, including, but not limited to acts of God, flood, fire, volcano, war, third-party suppliers, labor disputes or governmental acts. 19. Listing as Customer. CITY gives Provider permission to list the City as a customer of Provider on Provider’s website during the term of this Agreement. Provider is prohibited from using City name for any other purposes without first obtaining the City’s prior written consent. 20.Counterparts and Electronic Signatures. This Agreement may be executed in two or more counterparts, which together shall constitute one and the same agreement among the Parties. An electronic signature shall have the same authority, effect, and enforceability as an or iginal signature. [Signature page follows.] IN WITNESS WHEREOF, the Parties hereto have caused this Agreement for Professional Services to be effective as of the Effective Date stated above. RoadBotics, Inc City of South Bend, Indiana Board of Public Works _______________________________________________ Signature _______________________________________________ Signature of Elizabeth A. Maradik, President _______________________________________________ Printed Name and Title _______________________________________________ Signature of Gary A. Gilot, Member 322 North Shore Drive, Suite 200 Street Address _______________________________________________ Signature of Joseph R. Molnar, Member Pittsburgh, PA 15212, USA City, State, Zip _______________________________________________ Signature of Jordan V. Gathers, Member _______________________________________________ Signature of Murray L. Miller, Member _______________________________________________ Attest: Anne Fuchs, Clerk EXHIBIT A Proposal [See attached.] Proposal Prepared for: South Bend, IN On: 05/14/2021 SUBSCRIPTION COMPONENTS RoadMap: Basemap Confirmation RoadBotics will augment a City's current GIS files of their roadways to confirm a GIS basemap ("RoadMap") that defines the total centerline miles for the contracted road network ("Network Mileage"). The Road Map is the foundation for the RoadBotics Subscription. If the City does not possess a GIS map of its road network, RoadBotics will develop one for the City. At the City's request, RoadBotics will provide City with the digital basemap GIS file. RoadBotics Pavement Assessment: Road Surface Condition Assessment The City receives a RoadBotics Pavement Assessment ("Pavement Assessment") that consists of two layers: Point Data and Segment Data. Point Data includes a high definition image for approximately every 10-feet of the road surface that is rated on a 1-5 scale using RoadBotics advanced machine learning algorithm (level one = good condition and level 5 = poor condition). Each image is also GIS- tagged and timestamped. Segment Data includes the average rating of all the point Data that appears along the intersection-to-intersection segment of each given roadway in the Pavement Assessment. The Pavement Assessment is available as a downloadable GIS file (*.shp, *.geojson or *.kml) and CSV file. RoadSense: Data Collection App The City receives a non-exclusive, non-transferable license to access and use RoadBotics data collection app RoadSense to collect Road Data for the sole purpose of generating a Pavement Assessment for the Network Mileage included in the City's RoadMap. RoadNav: Turn-by-Turn Navigation App The City receives a non-exclusive, non-transferable license to access and use RoadBotics turn-by- turn navigation app RoadNav, which provides City with the driving routes to complete Road Data collection of the Network Mileage for a City's Pavement Assessment. Roadway Platform: Interactive Web-Based GIS Map Platform The City receives access to the online, cloud-based platform RoadWay to view their Pavement Assessment. Access to Roadway includes a map of the Pavement Assessment and the ability to navigate and view all the Point Data and Segment Data. Additional features are provided for both maintenance activities and long-term planning. Roadside Support: Comprehensive City Support The City will receive access to RoadSide Support City services where a team of professionals provide: (1) onboarding support to ensure the successful collection of data and delivery of the Pavement Assessment, (2) training and walkthrough of the Pavement Assessment, (3) individualized support to help the City reach maximum success in their use of their Pavement Assessment. SUBSCRIPTION PROGRAM Network Mileage The total centerline mileage of the City's road network to be assessed. 491 centerline miles Subscription Term The amount of time from the signature date the 12 months City has access to the Roadway Platform and RoadSide Support. 12 months Number of Scans The number of scans of the Network Mileage to be performed in the term of this agreement. 1 time(s) 1 Data Collection The date upon which RoadBotics will train and within two (2) weeks of onboard the City in data collection. Within two (2) weeks of execution of this Agreement. Pavement Assessment Delivery Date The date upon which RoadBotics will deliver the entire network mileage to the City in RoadWay. No later than 30 days after RoadBotics has received road data that meets RoadBotics quality threshold for 100% of the network mileage for any given scan. Licenses Included in Subscription RoadBotics is licensing RoadWay, RoadSense and RoadNav ("Licensed Materials") to City. RoadBotics shall remain the sole and exclusive owner of the Licensed Materials. Access to the Licensed Materials is governed by the Terms and Conditions of this Agreement. Fees Subscription Fee The fee paid to RoadBotics for the 12- month RoadBotics Subscription, which is due thirty (30) days from the date of invoice $ 45,000 Payment Terms City will be invoiced in accordance with the compensation terms in Section 2 of the Agreement. upon execution of this Agreement EXHIBIT B Contractor's Affidavit [See attached.] When the prospective Contractor is unable to certify to any of the statements below, it shall attach an explanation to this A ffidavit. CONTRACTOR'S NON-COLLUSION AND NON-DEBARMENT AFFIDAVIT, CERTIFICATION REGARDING INVESTMENT WITH IRAN, EMPLOYMENT ELIGIBILITY VERIFICATION, NON-DISCRIMINATION COMMITMENT AND CERTIFICATION OF USE OF UNITED STATES STEEL PRODUCTS OR FOUNDRY PRODUCTS (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 them, 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 from 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 re bate, 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 ineligi ble, 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 8 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 dollars ($20,000,000) or more 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 person will (i) use the credit to provides goods and services in 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, gender expression, gender identity, sexual orientation or disability that does not affect that person's ability to perform th e work. In awarding contracts for the purchase of work, labor, services, supplies, equipment, materials, or any combination of the foregoing including, but not limited 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 Busi ness 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 MBE/WBE 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. 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, gender expression, gender identity, sexual orientation, handicap, national origin or ancestry. Breach of this provision may be reg arded as material breach of contract. I, 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). I hereby certify that I and all subcontractors employed by me for this project will use steel products or foundry products made in the United States on this project if awarded. I understand I have an affirmative duty to notify the City in my bid that my proposal does not include the use of steel products or foundry products made in the United States. I understand it is my sole obligation and responsibility to provide a justification to the City, sub approval, why the cost of United States made steel or foundry products is unreasonable. Prior to award and upon submission of bid which does not use steel products or foundry products made in the United States, the City, through its director of public works, shall make a determination if the price of United States made steel or foundry is unreasonable. 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____________, 20__ ____________________________________________________ Contractor/Bidder (Firm) ____________________________________________________ Signature of Contractor/Bidder or Its Agent ____________________________________________________ Printed Name and Title Subscribed and sworn to before me this ____________day of _____________, 20__ My Commission Expires __________________________ _______________________________________________________________ Notary Public _______________________________________________________ County of Residence BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 6/14/2021 Name Leslie Biek, PE Department PW BPW Date 6/22/2021 Phone Extension 9323 Review and Approval Required Prior to Submittal to Board Diversity Compliance and Inclusion Officer Officer Name BPW Attorney Attorney Name Clara McDaniels Dept. Attorney Attorney Name Purchasing Ron O’Connor Check the Appropriate Item Type – Required for All Submissions Professional Services Agreement Contract Proposal Open Market Contract Amendment/Addendum Special Purchase, QPA Bid Opening Bid Award Req. to Advertise Title Sheet Quote Opening Quote Award Reject Bids/Quotes Proposal Opening C/O & PCA No. PCA Chg. Order, No. Traffic Control Resolution Other: Ease./Encroach Required Information Company or Vendor Name Roadbotics, Inc. New Vendor Yes If Yes, Approved by Purchasing No MBE/WBE Contractor MBE WBE Completed E-Verify Form Attached Yes No Project Name 2021 Roadbotics Assessment Project Number 121-039; PROJ-284 Funding Source LRSA Professional Services Account No. PR-9941; 251-431000 Amount $45,000 Terms of Contract 1 year Purpose/Description Roadbotics Pavement Condition Assessment For Change Orders Only Amount of Increase Decrease $ ($ ) Previous Amount $ Current Percent of Change: Increase Decrease % ( %) New Amount $ Total Percent of Change: Increase Decrease % ( %) Time Extension Amount: New Completion Date: