HomeMy WebLinkAboutStreetlight Data Inc./ENG/$96,000/Transportation Analytics Platform
Streetlight Data, Inc.
Engineering Department - 2021
Appropriation # 2200 43-401.00; P.O. #105168
Contract Not To Exceed $96,000.00 per annum
[S:\joberlander\Contracts\Streetlight Data Inc. Goods and Services City of Carmel Final Version 4.15.21.doc:4/15/2021 5:23 PM]
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AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES (“Agreement”) is hereby entered into by
and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (“City”), and
Streetlight Data, Inc., an entity duly authorized to do business in the State of Indiana (“Vendor”).
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of
same constitutes its acceptance of all of the Agreement’s terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the “Goods and Services”) from Vendor using City
budget appropriation number 2200 43-401.00 funds. Vendor agrees to provide the Goods and Services and
to otherwise perform the requirements of this Agreement.
3. PRICE AND PAYMENT TERMS:
3.1 The total price for the Goods and Services to be provided to City hereunder shall be Ninety Six
Thousand Dollars ($96,000.00) per year, (the “Estimate”). Vendor shall submit an invoice to City
annually in advance detailing the Goods and Services to be provided to City within such time period.
City shall pay Vendor for such Goods and Services within sixty (60) days after receipt of invoice.
Vendor will provide the subscription-based access to Vendor’s transportation analytics platform
under the terms of the StreetLight InSight® Subscription Order Document, associated Master Data
Access Agreement (“Exhibit A”) and this Agreement. Invoices shall contain the information contained
on attached Exhibit B.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has
previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those
certain specifications, descriptions and/or quotations regarding same as were provided to Vendor by City
and/or by Vendor to and accepted by City, all of which documents are incorporated herein by reference, and
that the Goods and Services will be delivered in a timely, good and workmanlike manner.
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same (“Effective
Date”), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence of this Agreement.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information
relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to
furnish to City sufficient written warning and notice (including appropriate labels on containers and packing)
of any hazardous material utilized in or that is a part of the Goods and Services.
DocuSign Envelope ID: F35F4101-C618-44FF-B7C3-CBE29A3743BA
By Jon Oberlander at 11:17 pm, Apr 18, 2021
DocuSign Envelope ID: EE948D27-2442-4F0A-8657-382B7DDA06E9
Streetlight Data, Inc.
Engineering Department - 2021
Appropriation # 2200 43-401.00; P.O. #105168
Contract Not To Exceed $96,000.00 per annum
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7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City’s property. In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor’s sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor’s warranties; (b) fails to provide the Goods and Services as specified herein;
(c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of
creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to
(1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers’ compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor’s agents, officers, employees, contractors and subcontractors; and,
for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall
cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide
City, upon request, with copies of all such policies.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor’s performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran
status.
12. E-VERIFY:
Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the “Indiana E-Verify Law”), Vendor is required to enroll in and verify the work
eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit
attached herein as Exhibit D, affirming that it is enrolled and participating in the E-verify program and does
DocuSign Envelope ID: F35F4101-C618-44FF-B7C3-CBE29A3743BADocuSign Envelope ID: EE948D27-2442-4F0A-8657-382B7DDA06E9
Streetlight Data, Inc.
Engineering Department - 2021
Appropriation # 2200 43-401.00; P.O. #105168
Contract Not To Exceed $96,000.00 per annum
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not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with
documentation indicating that it has enrolled and is participating in the E-Verify program. Should
Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully
comply with the Indiana E-Verify Law as regards each such subcontractor. Should the Vendor or any
subcontractor violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if
no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or
those set forth in the Indiana E-Verify Law. The requirements of this paragraph shall not apply should the E-
Verify program cease to exist.
13. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not
affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any
party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the
same or any other provision hereof.
14. NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Agreement without City’s prior written consent, which consent shall not
unreasonably be withheld. Notwithstanding the foregoing Vendor may assign its rights hereunder to any
successor in interest to all or substantially all of Vendor’s assets to which this Agreement pertains.
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana,
except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County,
Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage
prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified
herein:
If to City: City of Carmel AND City of Carmel
Engineering Department Department of Law
One Civic Square One Civic Square
Carmel, Indiana 46032 Carmel, Indiana 46032
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Streetlight Data, Inc.
Engineering Department - 2021
Appropriation # 2200 43-401.00; P.O. #105168
Contract Not To Exceed $96,000.00 per annum
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If to Vendor: Streetlight Data, Inc.
677 Harrison Street
San Francisco, California 94107
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice.
19. TERMINATION:
19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by
Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and
Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount representing conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not exceed
the Estimate amount in effect at the time of termination, unless the parties have previously agreed in
writing to a greater amount.
19.2 Reserved.
19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
provided. Only after City has approved Vendor’s time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in
writing, to provide such additional goods and services, shall such goods and services be provided by Vendor
to City. A copy of the City’s authorization documents for the purchase of additional goods and services shall
be numbered and attached hereto in the order in which they are approved by City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date for an initial term of one (1) year, and
shall automatically renew for up to two (2) additional one-year terms, unless either party delivers to the other,
not less than sixty (60) days prior to the expiration of the then current term, written notice of such party’s
intent to not renew the Agreement.
23. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
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Streetlight Data, Inc.
Engineering Department - 2021
Appropriation # 2200 43-401.00; P.O. #105168
Contract Not To Exceed $96,000.00 per annum
[S:\joberlander\Contracts\Streetlight Data Inc. Goods and Services City of Carmel Final Version 4.15.21.doc:4/15/2021 5:23 PM]
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24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. DEBARMENT AND SUSPENSION
26.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its
subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily
excluded from entering into this Agreement by any federal agency or by any department, agency or political
subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer,
director, owner, partner, key employee or other person with primary management or supervisory
responsibilities, or a person who has a critical influence on or substantive control over the operations of the
Vendor.
26.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all
subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment,
penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall
immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s
request, take all steps required by the City to terminate its contractual relationship with the subcontractor for
work to be performed under this Agreement.
27. IRAN CERTIFICATION
Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, it does not engage in
investment activities within the Country of Iran.
28. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
29. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
DocuSign Envelope ID: F35F4101-C618-44FF-B7C3-CBE29A3743BADocuSign Envelope ID: EE948D27-2442-4F0A-8657-382B7DDA06E9
Streetlight Data, Inc.
Engineering Department - 2021
Appropriation # 2200 43-401.00; P.O. #105168
Contract Not To Exceed $96,000.00 per annum
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IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA Streetlight Data, Inc.
by and through its Board of Public
Works and Safety
By: By:
James Brainard, Presiding Officer Authorized Signature
Date:
Printed Name
Mary Ann Burke, Member
Date:
Title
Lori S. Watson, Member FID/TIN:
Date:
Last Four of SSN if Sole Proprietor:
ATTEST:
Date:
Sue Wolfgang, Clerk
Date:
900838439
DocuSign Envelope ID: F35F4101-C618-44FF-B7C3-CBE29A3743BA
CEO
Laura Schewel
4/16/2021
DocuSign Envelope ID: EE948D27-2442-4F0A-8657-382B7DDA06E9
4/21/2021
4/21/2021
4/21/2021
4/21/2021
StreetLight InSight® Subscription Order Form
This StreetLight InSight® Subscription Order Document (the “Subscription Order” or “Order”) and the
corresponding StreetLight Data Master Data Access Agreement (the “Agreement”) between StreetLight
Data, Inc. (“StreetLight”) and Customer (as defined below) is entered into as of the date of last signature
below (“Effective Date”) and governs Customer’s access to and use of the Data Products. Undefined
capitalized terms used in this Subscription Order will have the meanings set forth in the Agreement.
Customer Legal Name: Main Contact Name:
City of Carmel Jeremy Kashman
Entity Type: Main Contact Title:
City government Director of Engineering
State of Incorporation Main Contact Phone:
Indiana (317) 571-2441
Billing Contact Name: Main Contact Email:
Jeremy Kashman jkashman@carmel.in.gov
Billing Address
One Civic Square
Carmel, IN 46032
United States
Billing Email:
jkashman@carmel.in.gov
Under the terms of the Agreement, accessible at https://streetlightdata.egnyte.com/dl/aUFkkVPcnC of
which this Subscription Order is a part, Customer agrees to license and StreetLight agrees to provide
access to the following Data Products in the indicated quantity and at the indicated pricing in U.S. Dollars:
Subscription Services
INCLUDED # of Seats Geographical Region Price
MULTIMODE 50 + 10 Within the city of Carmel, Indiana $96,000.00
Product Special Terms
Up to fifty (50) Users of Customer, and up to ten (10) Users from Customer’s Named Consultants, may
create an unlimited number of Zones within the city of Carmel, Indiana, and may include pass-through
Zones to capture trips originating or ending outside of the authorized geographic area for governmental
transportation planning and operational analysis.
Customer Input Files
Customer will provide input Zones containing the boundaries of the Zones and directionality designation (if
necessary) either via spatial files or via the StreetLight InSight® Web Application. A Zone can be a road
segment, a TAZ or any other geospatial shape as defined by Customer. StreetLight may modify Zones to
improve Metric results.
Delivery
Delivery via StreetLight InSight® Web Application.
EXHIBIT
A (1 of 2)
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Term
As of the Effective Date for an initial term of one (1) year, and shall automatically renew for up to two (2)
additional one-year terms, unless either party delivers to the other, not less than sixty (60) days prior to the
expiration of the then current term, written notice of such party’s intent to not renew the Agreement.
Payment Terms
Payment due within sixty (60) days of the Effective Date. Payment is accepted by check or ACH/EFT.
StreetLight Data Preferred Payment Method: ACH/EFT
Silicon Valley Bank
3003 Tasman Drive, Santa Clara, CA 95045
Bank Routing Number: 121140399
Bank Account Name: Streetlight Data, Inc.
Bank Account Number: 3302210206
Remittance Notification Email: ar@streetlightdata.com
Please remit payment, if by check to:
StreetLight Data, Inc.
DEPT CH 17111
Palatine IL 60055-7111
Notices
Any notices under this Agreement will be directed, if to Customer, to the Main Contact listed above, and if
to StreetLight, at:
Laura Schewel, Chief Executive Officer,
StreetLight Data, Inc.
677 Harrison St.
San Francisco CA 94107
Email: orders@streetlightdata.com
CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS SUBSCRIPTION ORDER DOCUMENT AND
THE CORRESPONDING AGREEMENT, AND UNDERSTANDS AND AGREES TO BE LEGALLY
BOUND BY THEIR TERMS.
IN WITNESS WHEREOF, this Subscription Order has been executed by the parties through their duly
authorized officers.
StreetLight Data, Inc. City of Carmel
SIGNATURE: SIGNATURE:
NAME: NAME:
TITLE: TITLE:
DATE: DATE:
Jeremy Kashman
Director of Engineering
3/29/2021
EXHIBIT
A (2 of 2)
DocuSign Envelope ID: F35F4101-C618-44FF-B7C3-CBE29A3743BA
4/16/2021
CEO
Laura Schewel
DocuSign Envelope ID: EE948D27-2442-4F0A-8657-382B7DDA06E9
EXHIBIT B
Invoice
Date:
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing
Goods/Services
Date
Goods/
Service
Provided
Goods/Services Provided
(Describe each good/service
separately and in detail)
Cost Per
Item
Hourly
Rate/
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
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EXHIBIT C
INSURANCE COVERAGES
Worker’s Compensation & Disability Statutory Limits
Employer’s Liability:
Bodily Injury by Accident/Disease: $100,000 each employee
Bodily Injury by Accident/Disease: $250,000 each accident
Bodily Injury by Accident/Disease: $500,000 policy limit
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations): $500,000
Products/Completed Operations: $500,000
Personal & Advertising Injury
Policy Limit: $500,000
Each Occurrence Limit: $250,000
Fire Damage (any one fire): $250,000
Medical Expense Limit (any one person): $ 10,000
Umbrella Excess Liability
Each occurrence and aggregate: $500,000
Maximum deductible: $ 10,000
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EXHIBIT D
AFFIDAVIT
_____________________________________________, being first duly sworn, deposes and says that
he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this
matter, could testify as follows:
1. I am over eighteen (18) years of age and am competent to testify to the facts contained
herein.
2. I am now and at all times relevant herein have been employed by
_____________________________________________ (the “Employer”)
in the position of ______________________________________.
3. I am familiar with the employment policies, practices, and procedures of the Employer and
have the authority to act on behalf of the Employer.
4. The Employer is enrolled and participates in the federal E-Verify program and has
provided documentation of such enrollment and participation to the City of Carmel,
Indiana.
5. The Company does not knowingly employ any unauthorized aliens.
FURTHER AFFIANT SAYETH NOT.
EXECUTED on the _________day of __________________________, 20___.
___________________________________
Printed:_____________________________
I certify under the penalties for perjury under the laws of the United States of America and the State of
Indiana that the foregoing factual statements and representations are true and correct.
__________________________________________
Printed: _____________________________
DocuSign Envelope ID: F35F4101-C618-44FF-B7C3-CBE29A3743BA
Laura Schewel
4/16/2021
CEO
Laura Schewel
StreetLight Data, Inc.
DocuSign Envelope ID: EE948D27-2442-4F0A-8657-382B7DDA06E9