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HomeMy WebLinkAboutEagle Aerial Photography Inc; 2023-01-09;General Counsel Approved Version 8/2/2022 1 AGREEMENT FOR WATERVIEW SUBSCRIPTION AND IMPLEMENTATION SERVICES EAGLE AERIAL PHOTOGRAPHY, INC. THIS AGREEMENT is made and entered into as of the day of , 2023, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and Eagle Aerial Photography, Inc, a Delaware corporation, d.b.a Eagle Aerial Solutions, ("Contractor"). RECITALS A. CMWD wishes to subscribe to an existing web-based water conservation software program developed by Contractor and known as WaterView to assist in CMWD’s compliance with the efficiency and allocation requirements of State of California’s water conservation legislation SB606 & AB1668 and can provide a solution to meeting these requirements. B. Contractor has developed WaterView based upon its knowledge of and experience with the State of California’s water conservation legislation. C. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to provide such subscription to CMWD. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD agrees to subscribe to and Contractor agrees to provide WaterView to CMWD in accordance with the terms of this Subscription(referred to herein as the "Subscription") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While providing the Subscription, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from the date first above written. The Executive Manager may amend the Agreement to extend it for three (3) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Subscription to be provided during the initial Agreement term shall not exceed forty one thousand five hundred eighty two dollars ($41,582.00) per Agreement year. The total fee payable for only the first year of the initial term will also include a one-time set-up DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A 9th January General Counsel Approved Version 8/2/2022 2 fee in the amount of four thousand five hundred sixty dollars ($4,560). No other compensation for the Subscription will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount per Agreement year shall not exceed forty-one thousand five hundred eighty-two dollars ($41,582.00). Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will provide the Subscription in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide the Subscription under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Subscription services without prior written approval of CMWD. If Contractor subcontracts any of the Subscription services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors to assist it in connection with the utilization of the Subscription services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad, their officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the their self- administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A General Counsel Approved Version 8/2/2022 3 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the Subscription by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A General Counsel Approved Version 8/2/2022 4 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. INTELLECTUAL PROPERTY CMWD acknowledges that all intellectual property rights related to WaterView shall be retained by Contractor. Contractor agrees that all copyrights that arise from the Subscription will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD For Contractor Name Maria Callander Name Wayne Tate Title Director of IT Title President Carlsbad Municipal Water District Address 3333 Michelson Dr., Ste. 300 Address 1635 Faraday Avenue Irvine, CA 92612 Carlsbad, CA 92008 Phone 714-754-7670 x707 Phone 442-339-2450 E-mail WTate@eagleaerial.com DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A General Counsel Approved Version 8/2/2022 5 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Subscription by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's Subscription with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the Subscription required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Subscription the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Subscription, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A General Counsel Approved Version 8/2/2022 6 This Agreement is subject to and contingent on budgetary appropriations being approved by the Board of Directors for each fiscal year during the term of this Agreement. If such appropriations are not approved, the Agreement will be immediately terminated without penalty to CMWD. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A General Counsel Approved Version 8/2/2022 7 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: Wayne Tate President (print name/title) Assistant Executive Manager ATTEST: Paul Clark VP and Secretary (print name/title) SHERRY FREISINGER Secretary If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, General Counsel By: Deputy General Counsel By: (sign here) By: (sign here) DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A for DocuSign Envelope ID: 1DD6B108-47D0-4007-8355-C4DDA75E72F8E xhibit "A" residential parcel level, in compliance with new DWR standards. Custom Designed software to comply with Legislation SB606 & AB1668 “Water Efficiency as a Way of Life” Carlsbad Municipal Water District Eagle Aerial Solutions 5950 El Camino Real 3333 Michelson Dr, Suite 300 Carlsbad, CA 92008 Irvine, CA 92612 Stephanie Harrison Wayne Tate stephanie.harrison@carlsbadca.gov WTate@eagleaerial.com (760) 603-7310 (714) 754-7670 x707 WaterViewTM Overview: Eagle Aerial Solutions together with CalWEP, has custom designed and developed WaterViewTM, to help water professionals meet the efficiency and allocation requirements established under the new long term California water conservation legislation, SB606 & AB1668. EAS proposes the implementation of WaterViewTM as a critical SaaS tool that helps prepare and maintain regulatory compliance under the new state standards. The following sections are meant to provide information specific to your district: (Included is a CalWEP member discount) Number of Total Connections: 30,400 3 Year Agreement 5 Year Agreement Annual Subscription Cost $46,202 $46,202 CalWEP Member Discount (if applicable) ($ 4,620) ($ 4,620) Total Discounted Annual Cost $41,582* $41,582* Set Up Fee [ONE TIME FEE] $ 4,560 Waived Total $46,142 $41,582 *This price is locked in for the term of the contract INCLUDES UP TO SIX USER SEATS. Annual Subscription: WaterViewTM is an annual subscription, Software as a Service (SaaS). All CalWEP members will receive the CalWEP discount for the lifetime of their WV subscription. The CalWEP discount will be applied to the subscription cost every year the water district is a member of CalWEP. WaterViewTM CII Module; This is an optional module when available to track your dedicated irrigation allocation vs use. Based on DWR/SWRB standards. WaterViewTM will: • Analyze total water allocation for the water agencies’ entire residential service area and at an individual DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A DocuSign Envelope ID: 1DD6B108-47D0-4007-8355-C4DDA75E72F8 • Spot water use trends, track and manage over allocation users within eachdistrict. • Identify targeted land classification types, like high turf areas, for effective rebating. • Aid in upcoming DWR data review and reporting requirements. • Continually calculate water use efficiency (per the state standards) across the residential service area and at a customer/parcel level. • Host high resolution aerial imagery and the ACTUAL imagery used in DWR’s study for the subscribers to access atany time. • Import and calculate daily ET readings. • Supply detailed demographic data for more accurate indoor water use efficiency measurements and water use analytics. • Provide various GIS tools along with sophisticated data mining and multi-level querying functions. Security of the WaterViewTM Platform: Eagle Aerial Solutions developed the WaterViewTM portal in partnership with Digital Map Products Now LightBox, using their existing stable and robust online mapping technology. DMP/LightBox has been providing mapping services for nearly 20 years to large enterprise and government customers including Zillow, Google, Apple, CBRE, and the State of California. More than 350,000 users are accessing data from their platform daily to make informed decisions. For more detailed information please refer to the full security statement: https://www.eagleaerial.com/docs/waterview-security.pdf Subscribing Agencies will: see Attachment "A" Be required to provide meter location and water use data to be imported into the WaterViewTM portal. A Unique ID (UID) for the meter location must be used to tie the usage data to the meter address. Names do not need provided, unless your district would like to do direct mailings for outreach to target certain customers for incentives to become more efficient. Technical Support & Project Management Technical support will be provided through the duration of the contract. Software training will be done by a series of onboarding virtual meetings. Your agency will be assigned a Customer Success Advocate that will provide any additional training(s) or account customization via virtual meeting platforms and screen sharing throughout the life of the WaterViewTM subscription. Thank you again for your interest in WaterViewTM! We look forward to working together on your agency’s water efficiency efforts. -The Eagle Team DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A I] - IIUft [II] -------·---------- DocuSign Envelope ID: 1DD6B108-47D0-4007-8355-C4DDA75E72F8 Attachment “A” WaterView Security Statement Eagle Aerial Solutions developed the WaterView portal in partnership with LightBox using their existing stable and robust online mapping technology. LightBox, formerly Digital Map Products, has been a pioneer in this industry and has been providing mapping services for over 20 years to large enterprise and government customers including Zillow, Google, Apple, CBRE and the State of California. Today, the company's location intelligence platform is used by four out of the six top real estate websites, four out of the top five commercial brokerage firms, all 10 of the top home builder brands, more than 200 government agencies, and four of the largest gas and electric utility companies. LightBox serves a global customer base with offices in the United States and Canada, and has provided the following security statement. At LightBox, we realize that Security is not a one-time event, it is a journey, a posture. While we always invested in this area, we made significant new investments, and are continuing to benchmark and improve ourselves continually. We have chosen to align ourselves with ISO 27001 as the standards framework for our policy, standards, and procedures/controls, though we are not certified to that standard at this time. LightBox utilizes the latest technologies to keep our customers, data, and applications secure. From the end-user perspective, you can rest assured knowing our login and authentication modules at the forefront of the application utilize Secure Sockets Layer encryption. The rest of our security efforts are transparent to the end-user. Our in-house security infrastructure is sourced from industry-leading manufacturers, consisting of several highly available ASA firewalls and enterprise-grade layer-3 switches from Cisco, and application delivery controllers from F5. On the datacenter front, we have multiple, geographically disparate locations, each of which are fully staffed and monitored at all times, and undergo regular security audits to maintain their SAS-70 Type II-certification. From the application servers to the end-user, there are no single points of failure. Despite these various levels of redundancy, we utilize three different monitoring services to make sure we are meeting our service level agreements and proactively engaging any issue that may arise. Organizationally, we employ best practices to limit who has access to production infrastructure, DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A DocuSign Envelope ID: 1DD6B108-47D0-4007-8355-C4DDA75E72F8 Attachment “A” including application servers and customer data. To ensure we are following these best practices and staying current with industry standards we commission yearly audits and penetration tests of our own infrastructure by a third-party security vendor with specialty knowledge and expertise in identifying weaknesses from physical, network, staff, phishing, and application perspectives. WaterView 2022 DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A SOLE SOURCE JUSTIFICATION FOR WATERVIEW WATERVIEW: Compliance software for SB 606 & AB 1668 “Water Efficiency as a way of Life” WaterView is a software specifically developed to comply with the State of California water conservation legislation. It has been developed over the last three years by Eagle Aerial Solutions. The LAM (Landscape Area Measurement) data that DWR released to all the urban water suppliers statewide in early 2021 is a foundational piece of the legislation. The LAM data was produced for the California Department of Water Resources (DWR) by the Eagle Aerial/NV5 team. WaterView integrates the LAM data and several other critical pieces of data in ways that support supplier compliance with state mandated water efficiency standards. Below is a description of the WaterView product and several points of unique capabilities and value that we believe justify an acquisition on a sole source basis. WaterView Functionality: Eagle Aerial Solutions has developed WaterView, a web-based water efficiency software, in an exclusive partnership with the California Water Efficiency Partnership. WaterView is designed to assist suppliers in meeting the water efficiency goals that will be mandated by new state legislation (SB606 and AB1668), thereby avoiding significant fines that will be imposed upon urban suppliers that exceed their allocation. In order to achieve these goals, a purveyor needs to understand and track its progress in meeting the state’s allocation requirements. And in order to attain the required supplier level efficiency, it needs to understand and manage the efficiency of its residential customers and, as mandates are developed, its CII customers. WaterView has been developed to do just that. The WaterView software has been designed with input from many California water suppliers to provide ACCURATE data in compliance with state requirements, integrate a variety of existing district specific data sets and facilitate effective retail customer efficiency campaigns and communication. It will additionally give insight into a water suppliers individual customers and groups of customers that allows a supplier to be proactive and help manage its water supply and the efficiency of its customers. WaterView provides an easy-to-use, GIS-based mapping solution that incorporates imagery data, demographic data to assess indoor water use, ET data, district water use data, and the LAM data from DWR-generated accurate irrigated vegetation data. It is the only software solution designed specifically to integrate all of this data AND provide detailed and accurate data analytics essential to attain efficiency objectives. Its tools allow a wide range of up to date and historical performance analyses from the district level all the way down to the individual parcel level. The data can be used to track performance in a variety of ways, measure the efficiency of water conservation efforts and communicate directly with customers about their water efficiency trends. It even allows for comparisons of efficiency among similarly situated customers to encourage conservation by “social norming”. DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A Unique WaterView Capabilities and Value: WaterView is the only software that fully mirrors the requirements of SB606 & AB1668. It combines multiple data sets (daily local ET readings, parcel data, demographic data, irrigated landscape square footage, household size, etc.) to allow precise, targeted conservation efforts at the district, group and customer level. These targeted efficiency assessments and outreach capabilities will lead to more effective conservation campaigns while saving money over untargeted, large-scale outreach efforts. WaterView is the only source for mapped turf grass across the whole service area: No other software has this data. This data was generated as a proprietary by-product of the LAM project and is only available to WaterView subscribers. Turf is the most water intensive vegetation in the service area. Access to location-based data about turf allows a purveyor to save significant money and time by allowing conservation teams to target customers with the largest amount of turf, thereby reducing the cost of outreach efforts and rebate programs. This saves substantial amounts of money and resources used in outreach efforts. By identifying and targeting, for example, the largest turf-containing parcels constituting 20 percent of the customers, a purveyor might be able to address a majority of the turf in the district. This reduces mailing costs substantially, reduces the number of customers and transactions, and reduced the amount of staff time needed to accomplish district-wide targeted turf reduction goals. Unique Support and Consulting Capabilities: As part of the team that compiled the statewide LAM data for DWR, Eagle has become intimately familiar the issues related to data problems, clean up, enhancement and the like. No other company has been as deeply involved in data management issues related to DWR’s irrigated vegetation process. We and our partner company, NV5, have alone been the ones involved in learning to understand and solve these issues. Because of this, Eagle Aerial is able to assist suppliers with problems that often occur with the underlying data that is required in order to conduct the efficiency analyses. For example, land use designations from assessors can be incorrect or might be missing data, requiring analytic processes to address the issue. This incorrect or missing data can lead to your jurisdiction receiving a lower allocation of water from the state. Multi-family metering and related parcel information problems require special approaches to assure DWR required data accuracy at the overall supplier and parcel level. These problems, if not addressed, not only can add to the inaccuracy of the efficiency assessments, they can lead to suppliers receiving a reduced allocation from the state. WaterView is specifically designed to assist in improving the land use, parcel data and related geographic issues so minimize these problems. The water conservation legislation is evolving over the next several years. Staying in compliance with these changing laws is challenging and requires attending all the DWR meetings and changing the software as DWR revises the requirements. Eagle Aerial is 100% committed to attending these meetings and updating the WaterView as DWR clarifies the legislation. DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A Administrative Services Information Technology 1635 Faraday Ave. Carlsbad, CA ZIP code  760-602-2450 t Memorandum December 27, 2022 To: Geoff Patnoe, Assistant City Manager From: Doug Kappel, IT Enterprise Applications Manager Stephanie Harrison, Utilities Technical Services Manager Via: Maria Callander, Director of Information Technology Vicki Quiram, Utilities Director Paz Gomez, Deputy City Manager, Public Works Laura Rocha, Deputy City Manager, Administrative Services Re: Agreement for Waterview Subscription with Eagle Aerial Inc This memorandum provides an explanation of the agreement with Eagle Aerial for a 3-year agreement for WaterView. Purpose of Amendment California legislation (SB 606/AB 1668, SB 1157) regarding water conservation and the establishment of water use efficiency (WUE) standards requires the State Water Resources Control Board (State Board) to set and place limits on water served in urban areas starting in 2025. The WUE Standards do not limit a customer’s individual water use but instead set an upper limit on the total amount of water that a retail water supply agency, like the Carlsbad Municipal Water District (the District), can serve to its customers. Suppliers must be able to monitor water usage at each parcel to manage the District’s overall water allocation in order to avoid fines for exceeding the amount of water that the District can serve. The Utilities Department requires a tool that combines multiple data sets to assist the District in analyzing and understanding water usage in order to meet the new regulatory WUE standards. Currently, WaterView is the only software solution available that is designed to assist suppliers. Eagle Aerial Solutions, the software provider for WaterView, has been involved with the California Department of Water Resources (DWR) and developed the Landscape Area Measurement (LAM) data that was used by the state in the development of the standards. As a result of the partnership between Eagle Aerial and the DWR, WaterView was specifically designed to provide the water efficiency analytics that are fundamental to ensure water suppliers, including the CMWD, are able to meet the mandated water efficiency goals. Eagle Aerial also modifies WaterView as new residential water use efficiency goals are developed by the state, ensuring that the District will be able to remain in compliance. Budget Impact Agreement will cost $46,142 for the initial year and was approved as part of FY 2022-23 SDTIP with funding available in the fiscal year 2022-23 CMWD Operating Budget. The following two years of the agreement will cost $41,582 annually and will be included as part of the annual DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A 1/t) {city of Carlsbad Geoff Patnoe, Assistant City Manager December 27, 2022 Page 2 budget process in the IT Department’s Operating budget request after an initial transfer of budget from CMWD’s Operating Budget to IT’s Operating Budget. Attachment: Agreement for Waterview Subscription and Implementation Services cc: Brent Gerber, IT Dept. Senior Management Analyst DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A Administrative Services Department 1635 Faraday Avenue Carlsbad, CA 92008 760-602-2430 t www.carlsbadca.gov 760-602-8553 f Memorandum December 7, 2022 To:Roxanne Muhlmeister, Assistant Finance Director/Purchasing Officer From:Doug Kappel, IT Applications Manager Stephanie Harrison, Utilities Technical Service Manager Re:Request for Exemption to Bidding for Waterview from Eagle Aerial Solutions The purpose of this memo is to request authorization for an exemption to the bidding process per Purchasing Code 3.28.110 (B) Goods, services and/or professional services that can be reasonably obtained from only a single source. This code provides a bidding exemption for professional services when solicitations of bids are not in the best interests of the city. California legislation (SB 606/AB 1668, SB 1157) regarding water conservation and the establishment of water use efficiency (WUE) standards requires the State Water Resources Control Board (State Board) to set and place limits on water served in urban areas starting in 2025. The WUE Standards do not limit a customer’s individual water use but instead set an upper limit on the total amount of water that a retail water supply agency, like the CMWD, can serve to its customers. Suppliers must be able to monitor water usage at each parcel to manage the District’s overall water allocation in order to avoid fines for exceeding the amount of water that the District can serve. The Utilities Department requires a tool that combines multiple data sets to assist the District in analyzing and understanding water usage in order to meet the new regulatory WUE standards. Currently, WaterView is the only software solution available that is designed to assist suppliers. Eagle Aerial Solutions, the software provider for WaterView, has been involved with the California Department of Water Resources (DWR) and developed the Landscape Area Measurement (LAM) data that was used by the state in the development of the standards. As a result of the partnership between Eagle Aerial and the DWR, WaterView was specifically designed to provide the water efficiency analytics that are fundamental to ensure water suppliers, including the CMWD are able to meet the mandated water efficiency goals. Eagle Aerial also modifies WaterView as new residential water use efficiency goals are developed by the state, ensuring that the District would be able to remain in compliance. This purchase would include a one-time implementation fee ($4,620) and annual software subscription ($41,582). The initial term of the agreement would be for three years, with the option to extend the subscription for up to three additional one-year periods if needed. The annual subscription cost is just over the bidding requirements for professional services (current threshold is $40,000), which is why we are asking for the purchasing exemption. Based on information we have received at this time there is not any other company that can perform the DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A {'city of Carlsbad Roxanne Muhlmeister December 7, 2022 Page 2 same analysis or provide the same features as WaterView, so going out to bid would not yield competitive results and would only serve to delay the implementation of the software. Please see attached for a detailed explanation of Eagle Aerial’s Waterview unique capabilities to meet this need. I'm happy to provide any additional information and/or discuss our request in more detail if you like. Thank you for your consideration. Respectfully, Approval for Exemption ________________________________________ ________________ Roxanne Muhlmeister, Date Assistant Finance Director/Purchasing Officer Attachment: Sole Source Justification for Waterview c: Shea Sainz, Senior Contract Administrator Joy Lile, Contract Administrator Brent Gerber, Senior Management Analyst Shoshana Aguilar, Senior Management Analyst 12/19/2022 DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY MURRIETTA CA 92564 PO BOX 947 c/o EXIGIS CITY OF CARLSBAD/CMWD Organizational Unit : City of Carlsbad/CMWD -> Public Works Agreement Name : Aerial Geographic Landscape Mapping Agreement Number : PSA22-1854UTIL CERTIFICATE HOLDER ARE ALSO ADDITIONAL INSURED BP79960916 ATTACHED. 30 DAYS NOTICE CANCELLATION 1,000,000 1,000,000 1,000,000 8 05/30/202305/30/2022XWS57203786YYA TRIA 1,000,000 1,000,000 05/01/202305/01/2022USA57203786Y 10,0008 88 B 1,000,000 05/01/202305/01/2022BAS57203786Y 88 A 2,000,000 2,000,000 1,000,000 15,000 1,000,000 1,000,000 05/01/202305/01/2022BZS57203786Y 8 8 8 A 24066AMERICAN FIRE & CAS CO 24082OHIO SECURITY INS CO 92612CAIrvine 3333 Michelson Dr Ste 300 Eagle Aerial Photography Inc DBA EAGLE AERIAL SOLUTIONS sarah@simmons-ins.com (503) 768-9706 Sarah Kowchee 97045OROregon City 502 7th Street Suite 205 Simmons & Associates Inc. Simmons and Associates Inc 8/30/2022 DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A Acoii'b® I ~ l I □ - ,-- ~ □ □ ,---- -- -- -H I I I I I □ ,e,t 5o.ra,l,v "~ I DocuSign Envelope ID: 7B6A6866-6548-47BD-BC76-D5F935FF053A -------== ;;;;;;;;;;;;;;; ;;;;;;;;;;;;;;; = ---== !!!!!!!!!!!!!!! ;;;;;;;;;;;;;;; = - WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 79 Ed. 02-14 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while en- gaged in the work described in the Schedule. The additional premium for this endorsement is $ 106 Schedule Person or Organization City of Carlsbad c/o Ex igis PO Box 947 Murrietta CA 92564 Project Name and Location: City of Carlsbad, CA Job Description Nature of Work: Online s o ftware This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 05/30/2022 Policy Effective 05/30/2022 State Policy No. XWS (23) 57 20 37 86 Insured EAGLE AERIAL IMAGING INC DBA: EAGLE AERIAL SOLUTIONS Endorsement No. 0002 Premium $106.00 Insurance Company Ohio Security Insurance Company 19291 WC 99 06 79 (Ed. 02-14) Countersigned by _______ _ © 2014 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of WCIRB,with its permission.