Attachment B
Atty. Rev. 2021
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is ma de on ____________________, 2025, by and between City Detect, a California Corporation (“CONTRACTOR”) and the City of Santa Maria, a California Municipal Corporation and charter city (“CITY”), in Sa nta Maria, California, based on the following recitals:
1. Whereas the CITY desires to utilize an artificial intelligence ( AI)-powered camera system to support its municipal code enforcement operations; and,
2. Whereas CONTRACTOR has asserted to be qualified and possess the professional expertise, technology, and personnel to deploy two advanced data collection systems with AI technology to systematically monitor and analyze the condition of residential and public property within Santa Maria; and,
3. Whereas the Fi xed Price, Not to Exceed cost for the services and equipment is $66,000.00 annually for a 36-month term.
NOW, THEREFORE, IT IS AGREED:
1. Recitals true. The above recitals are true.
2. General.
2.01. Term and Termination. The term of this contract is thirty-six (36) months , beginning on the date first written above. This contract may be extended by mutual consent of the parties. This contract may be terminated for breach of its terms or conditions, or because of discovery of any act which violates local, state or federal law. Termination is effective 14 days after deposit of notice as specified in this Agreement.
2.02. Services to be Performed. CONTRACTOR shall determine the method, details and means of providing the s ervices. More specifically, CONTRACTOR agrees to perform the specific Services listed in Exhibit “A” (the “Services”).
2.03 CITY’s Duties. CITY’s duties under this Agreement are to cooperate with CONTRACTOR in the performance of the contract and timely pay invoices.
2.04. Payment. Payment terms under this Agreement are listed in Exhibit “B.”
2.05. Insurance. CONTRACTOR shall provide insurance as listed in Exhibit “C.”
2.06. Exhibits. Exhibits “A,” “B,” and “C” are attached and incorporated.
3. CONTRACTOR’s Obligations.
3.01. Minimum Amount of Serv ice. CONTRACTOR shall devote sufficient time to perform Services under this agreement efficiently and effectively. CONTRACTOR may represent, perform Services for and be employed by additional individuals or entities, in CONTRACTOR’s sole discretion, as long as the performance of these extra-contractual services does not interfere with or present a conflict with CITY's business.
3.02. Tools and Equipment. Except as otherwise stated in this Agreement, CONTRACTOR will supply all tools and equipment necessary to perform this Agreement.
3.03. Status. CONTRACTOR (including its employees) is an independent contractor. No employer/employee relationship exists between CONTRACTOR and the CITY.
CONTRACTOR's assigned personnel shall not be entitled to any bene fits payable to employees of the CITY. The CITY is not required to make any deductions or withholdings from the compensation payable to CONTRACTOR under this agreement.
Attachment B
Atty. Rev. 2021
3.04. Indemnification. To the fullest extent permitted by law, the CONTRACTOR shall indemnify, defend (with independent counsel approved by the CITY) and hold harmless the CITY, and its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and ju dgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternative dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of the CONTRACTOR including its employees. The provisions of this paragraph survive completion of the services or the termination of this contract. The provisions of this Section are not limited by the provisions of the Section relating to insurance.
3.05. Conflict of Interest. CONTRACTOR will comply with all conflict of interest laws and regulations including, without limitation, the CITY’s Conflict of Interest Code (on file in the CITY Clerk’s Office). All officers, employees and/or agents of CONTRACTOR who will be working on behalf of the CITY pursuant to this Agreement, may be required to file Statements of Economic Interest. Therefore, it is incumbent upon the CONTRACTOR to notify that CITY of any staff changes relating to this Agreement.
A. In accomplishing the scope of services of this Agreement, all officers, employees and/or agents of CONTRACTOR unless as indicated in Subsection B, will be performing a very limited and closely super vised function, and, therefore, unlikely to have a conflict of interest arise. No disclosures are required for any officers, employees, and/or agents of CONTRACTOR, except as indicated in Subsection B.
____________
Initials
B. In accomplishing the scope of services of this Agreement, CONTRACTOR will be performing a specialized or general service for the CITY, and there is substantial likelihood that the CONTRACTOR’S work product will be presented, either written or orally, for the purpose of influencing a governmental decision. As a result, the following CONTRACTOR(S) shall be subject to Disclosure Category “1” of the CITY’S Conflict of Interest Code.
____________
Initials
4. Miscellaneous
4.01. Notices. All communication relating to the day -to-day activities of this Agreement shall be exchanged between a designated representative of the CITY and a representative of CONTRACTOR, listed below . All notices shall be addressed as follows unless a written change is filed with the CITY:
To CITY: To CONTRACTOR:
Attn. Code Enforcement City Detect
Attachment B
Atty. Rev. 2021
110 S. Pine St. Ste. 107 2627 10th Ave, Box 131
Santa Maria, CA 93454 Tuscaloosa, AL 35475
If the designated Representative or address of either party changes during the term of this agreement, a writt en notice shall be given to the other party prior to the effective date of change. Any written notices required under this agreement shall be effective five (5) days after deposit into United States mail, postage prepaid, addressed to the designated Representative, or upon confirmation of receipt of delivery if another notification process is used.
4.02. Compliance With Laws, etc. CONTRACTOR shall comply with all laws, including but not limited to the rules and policies of the CITY, in performing this agreement.
4.03. Integration. This agreement constitutes the entire agreement of the parties with respect to the subject matter. All modifications, amendments, or waivers of the terms of this agreement must be in writing and signed by the appropriate representatives of the parties.
4.04. Interpretation. This agreement shall be interpreted in accordance with the laws of the State of California.
4.05. Jurisdiction. Jurisdiction and venue of all disputes over the terms of this agreement shall be in the County of Northern Santa Barbara, State of California.
4.06. Warranty of authority. Each person signing this agreement on behalf of a party warrants that he or she has authority to do so.
4.07. No Waiver. Failure to enforce with respect to a default shall not be construed as a waiver.
4.08. Severability. The provisions of this agreement are severable. If any part of this agreement is held invalid by a court of competent jurisdiction, the remainder of the agreement shall remain in full force and ef fect unless amended or modified by mutual written consent of the parties.
4.09. Submittals. In addition to any other submittals required by this agreement, CONTRACTOR shall submit copies of its current business license and current certificate of workers compensation coverage to the CITY before beginning work on this project.
4.10 Prevailing Wage. Prevailing Wage. If applicable, CONTRACTOR and all subcontractors are required to pay the general prevailing wage rates of per diem wages and overtime and holi day wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code. The Director's determination is on file and open to inspection at www.dir.ca.gov and is referred to and made a part here of; the wage rates therein ascertained, determined and specified are referred to and made a part hereof as though fully set forth herein.
Attachment B
Atty. Rev. 2021
IN WITNESS WHEREOF, this agreement is executed by the parties on the date first written above.
CONTRACTOR CITY OF SANTA MARIA
___________________ ____________________
By: By:
APPROVED AS TO FORM:
______________________
City Attorney
______________________
Risk Manager
Attachment B
Atty. Rev. 2021
EXHIBIT “A”
Statement of Work
The scope of work for the deployment of two advanced date collection systems with AI technology proposed in the CONTRACTOR’s Professional Service Proposal dated March 4, 2025.
IMPLEMENTATION PLAN
This comprehensive implementation plan is tailored to ensure that the City of Santa Maria can effectively utilize City Detect’s technology for improved urban management over the course of the agreement, fostering a sustainable and well-maintained urban environment. The plan is designed to ensure an efficient deployment, effective training, and seamless integration of our services into the City's operations.
Phase 1: Pre-Implementation and Plan Finalization (Month 1) Finalize administrative details.
Conduct preliminary meetings with CITY officials to discuss specific requirements and expectations.
Prepare for installation and deployment, including logistical planning and resource allocation.
Phase 2: System Installation and Setup (Month 2)
Install Data Collection Systems on designated City vehicles. Configure and test the systems to ensure they are fully operational. Begin initial data collection as part of system testing and calibration.
Phase 3: Staff Training and System Familiarization (Month 2) Conduct comprehensive training sessions for City staff, focusing on system operation, data interpretation, and integration into existing workflows. Facilitate hands-on training and simulation exercises to ensure staff are comfortable and proficient with the technology.
Special focus on integrating data into grant application strategies and existing workflows.
Phase 4.1: Full-Scale Data Collection and Processing (Month 2 - Ongoing) Commence full-scale data collection activities across the City. Regularly process and prepare data for analysis in line with the City's needs.
Attachment B
Atty. Rev. 2021
EXHIBIT “A”
Statement of Work (continued)
Phase 4.2: Analysis, Reporting, and Integration into CITY Operations (Month 2 - Ongoing)
Deploy AI algorithms for in-depth parcel and environmental analysis. Generate regular reports and actionable insights for the CITY's review and decision- making processes.
Assist in integrating these insights into the CITY’s strategic planning and operational systems.
Phase 4.3: Continuous Feedback, Adjustments, and Support (Month 2 - Ongoing) Establish a feedback loop with City staff to monitor system performance and user experience.
Make necessary adjustments and optimizations based on feedback and evolving needs.
Provide ongoing technical support, system maintenance, and user assistance.
Phase 4.4: Grant Application Support and Partnership (Month 3 - Ongoing) Support City efforts to obtain grant funding through various programs such as grants like Choice Neighborhood Grants, American Rescue Plan Act, Environmental Protection Agency Grants, and Community Development Block Grants. Assist in utilizing Blight Reports and delivering other uniquely relevant analytics for effective and targeted grant applications responsive to agency requirements.
Phase 5: Annual Review and Strategy Sessions (10th month of annual period) In Month 10 of Year 1, review whether Milestones have been achieved. If Milestones have not been achieved, CITY must notify CONTRACTOR of its intent to pursue the mechanisms outlined in the Termination & Renewal section. Conduct annual performance reviews to assess the impact and efficiency of the system.
Discuss potential expansions or adaptations of the solution to meet new challenges or opportunities.
Phase 6: Term Renewal (Six months prior to end of agreement term) Attachment B
Atty. Rev. 2021
Organizational collaboration and review terms and scope of partnership.
EXHIBIT “A”
Statement of Work (continued)
During this term CITY has the option to renew this agreement for one additional year, this option must be exercised in writing, including email, at least 180 days prior to the end of year three.
RISK MANAGEMENT AND MITIGATION STRATEGIES
We developed our comprehensive risk management plan to ensure the successful implementation and operation of City Detect's property condition analysis solution in Santa Maria. This plan identifies potential risks and outlines strategies to mitigate them effectively.
Insurance Coverage and Compliance
City Detect will carry all necessary insurance coverages for the project term. CONTRACTOR will name CITY as an additional insured on these policies, ensuring adequate protection and compliance with City requirements. CONTRACTOR will provide the CITY with a timely proof of coverage certificate upon request.
Data Security and Privacy Risks
Implement robust cybersecurity measures to protect sensitive data. Adhere to all relevant data protection regulations and best practices. Regularly update and audit security protocols.
Technology Failure or Malfunction
Employ redundant systems to minimize the impact of technical failures. Conduct regular maintenance and updates of all equipment and software. Provide swift technical support to address and resolve any technical issues promptly.
Staff Training and Adoption Challenges
Offer comprehensive and ongoing training sessions for CITY staff. Provide user-friendly manuals and online resources for self-help and troubleshooting.
Attachment B
Atty. Rev. 2021
Establish a helpdesk for immediate assistance and support.
EXHIBIT “A”
Statement of Work (continued)
Integration with Existing CITY Systems
Work closely with City IT staff to ensure smooth integration with existing systems. Conduct thorough testing and trials to identify and address compatibility issues. Offer customized solutions to meet specific integration needs.
Delays in Project Timelines
Implement proactive project management with regular progress reviews. Communicate transparently with City officials about any potential delays and mitigation strategies.
Changes in Municipal Priorities or Leadership
Stay adaptable to shifting priorities and requirements. Maintain open lines of communication with City leaders and stakeholders. Regularly review and adjust the project scope in alignment with the City’s evolving needs.
SUPPORT AND MAINTENANCE PLAN
City Detect's support and maintenance plan ensures the ongoing effectiveness and continuity of the property condition analysis solution implemented in Santa Maria. This plan covers technical support, system updates, and continuous collaboration with City staff.
Technical Support and Helpdesk
Establish a dedicated helpdesk to assist with any technical issues or queries. Offer support through various channels, including phone, email, and online platforms, ensuring accessibility and convenience for City staff.
Maintenance Plan
Maintain close collaboration with fleet services for Collection System.
Attachment B
Atty. Rev. 2021
Provide clear maintenance instructions for City fleet services staff. Provide ongoing support materials for proper Collection System maintenance.
EXHIBIT “A”
Statement of Work (continued)
Training and Capacity Building
Provide ongoing training sessions to onboard new staff or refresh existing staff’s skills. Regularly update training materials and online resources to reflect system upgrades.
Data Management and Security
Continuously monitor and update data security measures to safeguard sensitive information.
Perform regular data backups to prevent loss and ensure data integrity.
Performance Monitoring and Reporting
Regularly review system performance and generate reports to assess efficiency and impact.
Use these insights to make data-driven decisions for system improvements and enhancements.
Collaboration and Feedback Loops
Maintain close collaboration with City officials and staff to understand their evolving needs.
Implement a feedback loop to gather user insights, ensuring the solution surpasses the City’s requirements.
TERMS AND CONDITIONS
The following terms and conditions are integral to the service agreement between City Detect and the City of Santa Maria, ensuring clear understanding and agreement on the provisions of services, payments, responsibilities, and other key aspects of the partnership.
Service Agreement Duration
The service agreement will cover a 36-month term commencing on the date of final agreement execution.
Attachment B
Atty. Rev. 2021
It outlines the scope of services, payments, and obligations over this period.
Attachment B
Atty. Rev. 2021
EXHIBIT “B”
Payment Terms
Payment Terms
The first-year fee is $66,000.00. 50% of the first-year fee, or $33,000.00, is due within thirty (30) days of agreement execution. The remaining 50% is due within 30 days of the completion of software installation and staff training to utilize it. The annual service fee for the subsequent years is $66,000.00. Subsequent annual payments are due on the service agreement anniversary. City Detect shall provide an invoice to the City a minimum of thirty (30) days prior to each payment due date.
In the event of a late payment from the CITY, CONTRACTOR will apply a late payment penalty calculated as a percentage of the overdue amount, accruing on a monthly basis from the date the payment was due. This penalty is set at a rate of 1.5% per month on the outstanding balance.
City Detect will notify the CITY immediately upon a payment becoming overdue. City Detect will allow a fourteen (14) calendar days grace period, during which the CITY can make the payment without incurring the late payment penalty.
Attachment B
Atty. Rev. 2021
EXHIBIT “C”
INSURANCE REQUIREMENTS
CONTRACTOR shall procure and maintain for the duration of the contact insuranc e against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONTRACTOR, his/her agents, representatives, or employees. If the CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by the CONTRACTOR.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and p ersonal & advertising injury.
2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if CONTRACTOR has no owned autos, covering hired (Code 8) and non -owned autos (Code 9).
3. Workers' Compensation ins urance as required by the State of California and Employer's Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the CONTRACTOR's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability.
B. Minimum Limits of Insurance
CONTRACTOR shall maintain limits no less than:
1. General Liability - $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other fo rm with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.
Attachment B
Atty. Rev. 2021
3. Workers’ Compensation: Statutory limits.
4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.
5. Errors and Omissions Liability - $1,000,000 per occ urrence or claim, $2,000,000 aggregate.
C. Self-insured Retentions
Self-insured retentions must be declared to and approved by the CITY.
The CITY may require the CONTRACTOR to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration and defense expenses within the retention.
D. Other Insurance Provisions
The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
1. The CITY, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the CONTRACTOR including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the CONTRACTOR’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used).
2. For any claims related to this project, the CONTRACTOR's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects th e CITY, its officers, officials, employees and volunteers. Any insurance or self - insurance maintained by the CITY, its officers, officials, employees or volunteers shall be excess of the CONTRACTOR's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or reduced, except with notice stating the title of this contract to the CITY. All notices provided pursuant to this MOU shall be given to the City representative listed for notice in this Agreement and shall specify the title of this Agreement. Notice may be given by Attachment B
Atty. Rev. 2021
overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested.
4. CONTRACTOR hereby grant s to CITY a waiver of any right to subrogation which any insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this wai ver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.
5. If any of the required policies provide claims-made coverage:
a) The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. b) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
c) If coverage is canceled or non -renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the CONTRACTOR must
purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
E. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII, unless otherwise acceptable to the CITY.
F. Verification of Coverage
CONTRACTOR shall furnish the CITY with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the CITY before work commences.
However, failure to obtain the required documen ts prior to the work beginning shall not waive the CONTRACTOR’s obligation to provide them. The CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
G. Special Risks or Circumstances
Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.