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Hummingbird Systems A2017-061Services Agreement A20I7--061 Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of Chino Hills. Only those items checked -off are MANDATORY, however if your standard policies exceed the minimum requirements please include. Commercial general liability insurance must meet or exceed the requirements of ISO -CGL Form No. CG 00 01 1185 or 88. The amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name the City, its officials, and employees as "additional insured's" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by the City will be excess thereto. Workers' Compensation policies shall waive all rights of subrogation against City, its officers, officials, employees and agents for losses arising from work performed by Consultant for City. Such insurance must be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the City. Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a Contract order or an authorization to begin work. ® Unmanned Aircraft liability Insurance Polio including coverage for personal injury, bodily injury and property damage, violation of privacy, and contractual obligations with combined single limits of coverage of at least $1,000,000 per occurrence. The City of Chino Hills is to be listed as an additionally insured party. ® Auto Liability, including owned, non -owned and hired vehicles with at least: ❑$1,000,000 per occurrence. ❑ $100,000 - 300,000 per occurrence. ® As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company. ® Workers' Compensation Insurance: as required by State Statutes including Waiver of Subrogation. (Not needed if Self-employed with no employees and CONTRACTOR signs statement to this effect.) ❑ Business License: The SERVICE PROVIDER shall agree to have a current City of Chino Hills license on file at City Hall or purchase said license (at no cost to the City). ® Scope of Services and/or Compensation Attachments; and Proof of Compliance with attached FAA Regulations ❑ Total Annual Compensation Not -to -Exceed: _ ® Total Contract Compensation Not -to -Exceed: $3,000.00 „ ® Expiration Date: March 15, 2017 PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY CONTRACT BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE CONTRACT COMPLIANCE OFFICER, THUS AUTHORIZING COMMENCEMENT OF WORK FOR THE CITY. Company Name: By (Print name & title): Hummingbird Systems Mearon Okonsky Company Street Address: City, State, Zip: 375 S. Rancho Santa Fe Road San Marcos, CA 92078 Phone: E -Mail Address: 858-335-9089 sitescan@hummingbirdsystems.com Mail two copies of the original agreement along with proof of insurance to: City of Chino Hills - City Clerk, 14000 City Center Drive, Chino Hills, CA 91709 Originator/Department c Vendor's Authorized Risk Management Appr Department Director/City Manager Approval: -- Date initiated: March 14, 2097 Date signed: 3-15--17 Date Approved. -3—/g--/? Date Approved: _365 -hl 1.GENERALLY. The services ( "Contract") covered by this services agreement must be furnished by Contractor subject to all the terms and conditions contained in this contract which Contractor, in accepting this contract, agrees to be bound by and comply with in all particulars. No other terms or conditions are binding upon the parties unless subsequently agreed to in writing. Wriften acceptance of all or any portion of the Contract covered by this contract constitutes unqualified acceptance of all terms and conditions in this contract. The terms of any proposal referred to in this contract are included and made a part of the contract only to the extent it specified the Contract, the price, and the delivery, and then only to the extent that such terms are consistent with the terms and conditions of this contract. 2.CHANGES, City may make changes within the general scope of this contract by giving notice to Contractor and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for performance of this contract, an equitable adjustment in the price or delivery or both must be made. No change by Contractor is allowed without City's written approval. Any claim by Contractor for an adjustment under this section must be made in writing within thirty (30) days from the date of receipt by Contractor of notification of such change unless City waives this condition in writing. Nothing in this section excuses Contractor from proceeding with performance of the contract as changed. 3. TERMINATION. This agreement will terminate on the date noted unless extended in advance and in writing by the City Manager or Department Director, as applicable. City or Contractor may terminate this contract at any time, either verbally or in writing, with or without cause. Should termination occur, City will pay Contractor as full performance until such termination the unit or pro rata contract price for the performed and accepted portion of the Contract. City may provide written notice of termination for Contractors default if Contractor refuses or fails to comply with this contract. If Contractor does not cure such failure within a reasonable time period, or fails to perform the Contract within the time specified (or allowed by extension), Contractor will be liable to City for any excess costs incurred by City. 4. TIME EXTENSION. City may extend the time for completion if, in City's sole determination, Contractor was delayed because of causes beyond Contractors control and without Contractors fault or negligence. In the event delay was caused by City, Contractors sole remedy is limited to recovering money actually and necessarily expended by Contractor because of the delay; there is no right to recover anticipated profit. 5.REMEDIES CUMULATIVE. City's rights and remedies under this contract are not exclusive and are in addition to any rights and remedies provided by law. &PAYMENT. City will pay Contractor after receiving acceptable invoices for services rendered and accepted. Drafts will not be honored. 7. INDEMNIFICATION. Contractor agrees to indemnify and hold City harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of the Contract, or their performance, regardless of City's passive negligence, but excepting such loss or damage which is caused by the sole active negligence or willful misconduct of the City. Should City be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of the Contract or their performance, Contractor will defend City (at City's request and with counsel satisfactory to City) and indemnify City for any judgment rendered against it or any sums paid out in settlement or otherwise. For purposes of this section "City" includes City's officers, elected officials, and employees. It is expressly understood and agreed that the foregoing provisions will survive termination of this contract. The requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of such insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Contractor pursuant to this contract, including, without limitation, to the provisions concerning indemnification. &WARRANTY, Contractor agrees that the Contract is covered by the most favorable commercial warranties the Contractor gives to any customer for the same or substantially similar services, or such other more favorable warranties as is specified in this contract. Warranties will be effective notwithstanding any inspection or acceptance of the Contract by City. 9.ASSIGNMENT. City may assign this contract. Except as to any payment due under this contract, Contractor may not assign or subcontract the contract without City's written approval. Should City give consent, it will not relieve Contractor from any obligations under this contract and any transferee or subcontractor will be considered Contractor's agent. 10.INSURANCE. Contractor must provide the insurance indicated on the face sheet of this Services Agreement. 11.PERMITS. Contractor must procure all necessary permits and licenses, and abide by all federal, state, and local laws, for performing this contract. 12.INDEPENDENT CONTRACTOR. City and Contractor agree that Contractor will act as an independent contractor and will have control of all work and the manner in which is it performed. Contractor will be free to contract for similar service to be performed for other employers while under contract with City. Contractor is not an agent or employee of City and is not entitled to participate in any pension plan, insurance, bonus or similar benefits City provides for its employees. Any provision in this contract that may appear to give City the right to direct Contractor as to the details of doing the work or to exercise a measure of control over the work means that Contractor will follow the direction of the City as to end results of the work only. 13.WAIVER. City's review or acceptance of, or payment for, work product prepared by Contractor under this contract will not be construed to operate as a waiver of any rights City may have under this Agreement or of any cause of action arising from Contractors performance. A waiver by City of any breach of any term, covenant, or condition contained in this contract will not be deemed to be a waiver of any subsequent breach of the same or any other tern, covenant, or condition contained in this contract, whether of the same or different character. 14.INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in San Bernardino County. Scope of Work- Aerial Drone Imaging of Cobalt Upper Slope The type of imaging will consist of video, still photography, and scanned imaging of vegetation and geological surface conditions with special focus on land slippages from the point of origin to the point of termination (deposition). Geological surface features associated with slippages and of prime interest are rill and gully formations, and other physical indicators of significant erosion and mud flows. In the 5 acre focus area, the object of this RFP is for the successful Proposer (Contractor) to thoroughly document in clear images at medium and low altitudes the physical characteristics of the surface slippage and/or the mudflow features associated with same. Imaging shall be from the upper hillside elevation at points of erosion inception to lower hillside area where sediment has been deposited. Significant features (deeper and/or wider areas) of the "target' slippage "trail' in the focus area shall be photographed from at least two angles to ensure a clear understanding of the actual incised feature. Summary of Key Consultant Services • Review and Compliance with all applicable laws and regulations pertaining to the • Meet with City Staff to confirm imaging targets, details of particular interest, • specifications of video and still camera lenses and performance criteria. • Meet with City Staff to confirm flight performance particulars and their effect on imaging. • Inspection of access and flight control areas • Inspect Public Safety elements related to the Project Work • Ensure that all federal, state, and local project permit requirements are followed • Utility Coordination • Meetings and Reports specified in this RFP or otherwise required by Public Works standard specifications. • Maintain inspection related documentation which shall include daily reports, inspection memos, and related work logs. • Analyze imaging product, review and correct for final acceptance procedures • Produce final Video "lead in" and still slide show and scanned surface profile product for City review and acceptance. • Finalize final product as needed and or as directed. Exhibit 1 Drone Land Review Project — 2017 Storm Damage Upper Open Space South and West of Cobalt 36.31 Acres Cobalt Street; 33.951757,--117.699495 Exhibit 1a Drone Land Review Project — 2017 Storm Damage Focus Area within Upper Open Space South and West of Cobalt 36.31 Acres Cobalt Street: 33.951757,--117.699495 CITY OF CHINO HILLS WORKERS' COMPENSATION DECLARATION WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL AND SUBJECTS AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS {$100,000), IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN LABOR CODE § 3706, INTEREST, AND ATTORNEY'S FEES. I affirm under penalty of perjury under the laws of the State of California one of the following declarations: U I have and will maintain a certificate of consent of self -insure for workers' compensation, issued by the Director of Industrial Relations as provided for by Labor Code § 3700 for the performance of the work set forth the agreement with the City of Chino Hills. Policy No.: U I have and will maintain workers' compensation insurance as required by Labor Code § 3700 for the performance of the work for which the agreement with the City of Chino Hills is executed. My workers' compensation insurance carrier and policy number are: Carrier: Policy Expiration Date: Name of Agent: Phone #: O I certify that, in the performance of the work set forth in the agreement with the City of Chino Hills, I will not employ any person in any manner so as to become subject to the workers' compensation laws of California, and agree that, if I should become subject to the workers' compensation provisions of Labor Code § 3700 1 must immediately comply with those provisions or the agreement will automatically become void. erL e�`"�' � Date: 03/14/17 Signature T Agreement for: l �Iv L �I Dated: Reviewed by: Monica Heredia A201-7" Ne ( From: Mearon Okonsky <sitescan@ humming birdsystems,com> Sent: Monday, March 06, 2017 9:01 AM To: Informal Bids/Quotes Subject: COST PROPOSAL- AERIAL DRONE IMAGING PROJECT, OPEN SPACE ABOVE COLBALT STREET Attachments: CITY OF CHINO HILLS AGREEMENT.PDF; City of Chino Hills - Open Space above Cobalt Street,pdf Hummingbird Systems 375 S. Rancho Santa Fe Rd. Ste 103 San Marcos, CA 92078 M; 858.335.9089 sitescan@hummingbirdsystems.com www, h umm ingbirdsystems.com Hummingbird Systems City of Chino Hills AERIAL DRONE IMAGING PROJECT OPEN SPACE ABOVE COBALT STREET March 6, 2017 Prepared by. Mearon Okonsky sYtescanhurnningbirdvstems.cor`r Prepared for: Tad Garrety tgarrety@chinohills = Meeting Your Needs Hummingbird Systems will produce a.10 to 15 minute video and still slideshow with captioning or voice over narration which will clearly document and provide detailed analysis of the slippage In the focus areas from. the recent post rain events. Hummingbird Systems is an experienced Unmanned Aerial Systems (U AS) or Drone Service provider and rapidly growing authority, in the Drone Services Industry, and will quicklycollect the aerial drone imaging, of the open space, above Cobalt Street, Consulting Services. For The City of Chino Mills To meet The City of Chino Hills goals, as outlined above, Hummingbird Systems will provide the following services as the most effective path to reaching your ultimate goals: Capturing and producing high quality photos and video to allow city engineers, managers and all other personnel involved to have a clear birds eye view of the focus area. Images and video will clearlydocu,meat vegetation, geological surface condition with special focus on the land slippages from the point of origin to the point of termination (deposition). Any 'geologic: features associated with slippages and of prime interest and any indicators of significant erosion and mud flows will be closely inspected and documented. In the S acre focus area, we will collect imaging from medium and high altitudes and from upper hillside elevation at points of erosion inception to the lower hillside areas where sediment has been deposited as well as a wider'view`of the focus -area,''targee slippage and surrounding trails. Several photographs will be taken from various angles and altitudes to accomplish this task. Hummingbird. Systems will review all applicablelaws and regulations pertaining to. the project with City Staff, Hummingbird Systems will meet with City Staff and confirm imaging targets, details of particular interest, specifications of video and still photo specifications. Hummingbird Systems will inspect all access and flight control areas and file all appropriate NOTAMS and waivers with the nearest Air Traffic Controllers. We will also coordinate with any utilities and public works that maybe located in the service area, Hummingbird Systems will maintain all inspection,telAted, documentation . including daily reports, flight logs and inspection memos. Hummingbird Systems will analyze. the Image, products, review and make corrections for final acceptance proceduresi Hummingbird Systems will produce afinal video lead in and still slide show for the City, of Chino Hills review and acceptance and finalize all products as needed and directed. Additional Work: Hummingbird Systems will provide additional aerial photography services based on the, pricing schedule included below. W -- Mandatory I Requirements A. In addition.to the deliverables above, Hummingbird Systems will conform to the requirements specified in the RFP Scope of Work B. Qualifications Statement:. Hummingbird Systems is a California Corporation providing Aerial Photography, Mapping and Unmanned Aerial Systems Consulting services with government, commercial, Industrial and residential. clients. Hummingbird Systems is fully licensed and insured and has a FAA Part 107 license, FAA 333 Exemption with a blanket COA allowing us to operate within Class, B) C, and D airspace which will be necessary for this RFP (See Exhibit A), Exhlblt,A C. All charges for *services will be "Not to Exceed" D. The submitted Fee Schedule is part of the quote for use in invoicing and progress payments E. All Federal laws and regulations shall be adhered to notwithstanding any state or local laws and Hummingbird Systems will adhere to the strictest regulations in all operations F. Hummingbird Systems will allow all Federal, State, County and City of Chino :Hills officials access to the area of operations, books, documents, papers, fiscal, payroll materials and other relevant contract records pertinent to this project upon, request All records will be retained for a minimum of 3 years. G. Hummingbird Systems does not discriminate against any employee or applicant for workbecause of race, color,. religion, sex or national odgii n. H. Hummingbird Systems complies with all CA labor codes, Federal Prevailing Wage Decisions and State of California Prevailing Wage Rates respectively. 1. Hummingbird Systems will comply with the Copeland Anti -kickback Act (18 USC 874 C) and the implementation regulation (29 CFR 3) issued pursuant thereto, and any amendments thereof. J. Hummingbird Systems will enter an agreement with the City of Chino Hills and comply with the City's requirements as specified in the attached agreement, including insurance. Fee Summary {.;(�5`:p':iat Qerer`':$`D4fr'h;`r.»ai orii89:X1Q !if g 0 ,)« sl ow;e.ilit ng @'$100%h `.:($.h04k ): $840:00 3'ra�el.� �•00.`00%hour(4.iro�lrsj.`$40.0OQ Deliverables will include; 1. 10-15 minute High Definition video/ 20+ High Resolution still photos 2. Voice over narration and video annotations as required by the City Sub Total $2000.00 >Total 2000: 0 _t .:., Project Timeline Should City of Chino Hills choose Hummingbird Systems to execute this solution as proposed, our timeline for this project is as follows: Phase Activities Time to Completion Phase 1 Scheduling, notifications to authorities and ATG 72 hours Phase 2 Aerial photography/video capture of project 1 day Phase 3 Editing, slideshow, voice over narration 1 week Phase 4 Delivery of final product and agreement of content by the City of Chino Hills On Going Next Steps Let's do this. To proceed with the project as outlined, Hummingbird Systems' next steps are to: • Accept the proposal as -is • Discuss desired changes with Mearon Okonsky • Finalize and sign the contract • Submit an initial payment of the first project fee Once completed, Hummingbird Systems will contact City of Chino Hills to schedule a project kickoff meeting to gather information and issue all necessary FAA NOTAMS before beginning the work. We're happy to make changes to project scope on City of Chino Hills request at any time during the project, but this may be subject to additional billing. Why Choose Hummingbird Systems? Hummingbird Systems has been conducting aerial mapping, construction site documentation for SWPPP and environmental monitoring for 3 years using drones. We have a background in heavy civil construction and began integrating the use of drones to measure stockpile volumetric and vividly document. changes in earthworkquantities as well as monitor silt fencing, BMP, erosion and sediment runoff. Our experience and: understanding of the client's needs is what has set us apart from our competition Our industry relationships and references will be happy to provide information on the work we have completed for them and. recommend Hummingbird Systems for any UAS data collection services. if the City, of Chino Hills would like to contact some of our past clients,' please find some references below. References: MBarC Construction. Contact: Jordyn Fenner lordynFOmbarconline.com (760) 744-4131 Brighton Solar Contact Jeff Krissa Jeff KrissAO)brightonsolar com (916) 804-2762. Sean Zanganeh Properties Contact Sean Zanganeh.$gan.zanganehOwindemere.coM (858) 314-3427 Hawthorne Caterpillar/Hawthorne Power Systems Contact Michael Ness Mness@hawthornecatcom (858) 688-0200 Terms and. Conditions Once the project fee is paid in full to Hummingbird Systems, any elements of text, graphics, photos, contents, trademarks, or other artwork furnished. to City, of Chino Hills for inclusion in the project are owned by City of Chino Hills. Hummingbird Systems retains the right to display graphics and other web content elements as examples of their work in their portfolio and as content features in other projects. This agreement becomes effective only when.signed by agents of City of Chino Hills and Hummingbird Systems Regardless of the place of signing of this agreement, City of Chino Hills agrees that for purppses of venue, this contract was entered in California, USA and any dispute will be litigated or arbitrated in California. The agreement contained in this contract constitutes the sole agreement between City of Chino Hills and Hummingbird Systems regarding all items Included in this agreement.