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HomeMy WebLinkAboutPlacemetry 06.11.2026AGREEMENT THIS AGREEMENT is made and entered into on the I I-V, - - day of , 2026 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Placemetry (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Perform city survey, including roads, property analysis, trees, and fire risk. 2. EXHIBITS. The following exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated June 4, 2026 3. TERMS. The services and/or materials furnished under this Agreement shall commence July 1, 2026 and shall be completed by December 31, 2026, unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed Five thousand dollars and zero cents ($5,000.00) within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. Town of Los Altos Hills Page 1 of 4 Short form Updated 4/26/22 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend, and hold harmless the TOWN, its officers, agents, and employees from any and all demands, claims, or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend, and hold harmless the TOWN, its officers, agents, and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: WORKERS COMPENSATION INSURANCE: Minimum statutory limits. ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence, including comprehensive form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. v. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance, and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills Page 2 of 4 Short form Updated 4/26/22 Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion, or sex of such person. d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the TOWN and CONTRACTOR. At all times, CONTRACTOR shall be an independent contractor, and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without the advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports, and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non- exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration Town of Los Altos Hills Page 3 of 4 Short form Updated 4/26/22 for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents, and materials for marketing of their professional services. h. CONTRACT ADMINISTRATION. The TOWN hereby designates John Chau, Project Manager and the City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference, or written communication between any Town representative, including Committee members, and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. i. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 6. INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement on the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: CONTRACTOR: WooJae Kim Public Works Director 06/11/2026 Town of Los Altos Hills By: ` 26379 Fremont Road Signa ure Date Los Altos Hills, CA 94022 Amyli SAM.UY-1 Anya Samek, Chief Operating Officer TOWN OF LOS ALTOS HILLS: Cody Einfalt Date City Manager Town of Los Altos Hills Page 4 of 4 Short form Updated 4/26/22 Quote for Data. Services Date: 6/4/2026 Valid Until: 7/4/2026 CUSTOMER Los Altos Hills, CA placemetry San Diego CA 720-234-2675 info@placemetry.com www.placemetry.com DESCRIPTION QUANTITY PRICE TOTAL CitySnapshot - One time city $5,000 survey, including roads & I (Discounted $5,000from property analysis, trees, fire $20,000) risk. TOTAL ( $5,000 SCOPE OF WORK 1. Data Collection: We use drive our own vehicle with stereoscopic cameras to collect the data. 2. Processing: We will use our Al to process the data from the images. The following is included: a. PCI scoring on each segment b. Level I Tree Assessment c. Fire risk assessment (i.e., overgrown vegetation) d. Code violations visible from the street (using Los Altos Hills' codebook) e. Prioritization and recommendations for improvements f. Pictures and descriptions of each segment 3. Data Delivery: The resulting data will be available to you through our web interface, direct downloads, and API access. *Our first 3 California cities receive a deep discount on our service, which we will honor for repeated scans. placemetry CATEGORY SAMPLE DETECTIONS Roof & gutter distress, boarded/broken windows, foundation degradation, peeling paint/failing protective coatings, Property Code garbage/rubbish accumulation, illegal outdoor storage, Compliance overgrown weeds/grass, junk/abandoned vehicles, graffiti, broken/collapsing perimeter fencing, structurally unsafe detached structures (sheds/garages). Urban Forestry & Tree size evaluation (trunk diameter/crown spread), species Canopy identification, health/disease condition (structural decay, dead limbs). Concrete displacement/cracks (vertical trip hazards >_ 1/4 Sidewalks & ADA inch), ADA compliance (missing/damaged truncated domes at curb ramps). Curb &Parking Zones Painted curb zone identification (Red, Blue, Yellow, Green), physical parking meter locations. Gutter pan inlet locations, stormwater grate types, visible Stormwater Assets debris blockages (leaf litter/trash runoff). Infrastructure Fire hydrant locations, street lights & utilities (pole location & material, obstructions). Active scaffolding boundaries, temporary construction Right-of-way Encroachments fencing, unpermitted dumpsters, private property structures encroaching on public space. IF YOU CAN SEE IT FROM THE STREET, WE CAN MEASURE IT! Tell us what your department needs and we'll add it to our model. Form -9 Request for Taxpayer Give form to the (Rev. October 2007) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue service N N Name (as shown on your income tax return) m Business name, if different from above a 0 c o Check appropriate box: 11Individual/Sole proprietor El Corporation El Partnership Exempt ❑ Limited liability company. Enter the tax classification (D -disregarded entity, C=corporation, P=partnership) ► ------- ❑ i v o ❑ Other (see instructions) ► payee r �S Address (number, street, and apt. or suite no.) Requester's name and address (optional) a Town of Los Altos Hills Chir, state, and ZIP code 26379 Fremont Road W Los Altos Hills, CA 94022 List account number(s) here (optionali Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid Social security number backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see Now to get a 77N on page 3. or Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose rEn,piayer identification number number to enter. Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the instructions on page 4. Sign Signature of Here I US, person ► Date 11 - General General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of intone from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: • The U.S. owner of a disregarded entity and not the entity, Cat. No. 10231X Fom, W-9 (Rev. 10-2007)