HomeMy WebLinkAbout22-77 Resolution No. 22-77
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH CYCLOMEDIA
TECHNOLOGY, INC. FOR PROFESSIONAL SERVICES IN CONNECTION WITH
PROVIDING 360 DEGREE STREET LEVEL IMAGING AND ASSET EXTRACTION
SERVICES
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby
authorized and directed to execute an Agreement on behalf of the City of Elgin with Cyclomedia
Technology, Inc., for professional services in connection with providing 360 degree street level
imaging and asset extraction services, in a form approved by the Corporation Counsel.
s/F. John Steffen
F. John Steffen, Mayor Pro Tern
Presented: April 27, 2022
Adopted: April 27, 2022
Omnibus Vote: Yeas: 8 Nays: 0
Attest:
_s/Kimberly Dewis
Kimberly Dewis, City Clerk
SERVICES AND LICENSE AGREEMENT
THIS AGREEMENT is hereby made and entered into this _ day of May, 2022, by and
between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and
Cyclomedia Technology, Inc., a Delaware corporation, (hereinafter referred to as "Cyclomedia").
WHEREAS, the City desires to engage Cyclomedia to furnish certain services in
connection with providing 360 degree street level imaging and asset extraction services
("Services"); and
WHEREAS, Cyclomedia represents that it is in compliance with Illinois Statutes relating
to professional registration of individuals and has the necessary expertise and experience to furnish
such services upon the terms and conditions set forth herein below.
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto
hereby agree as follows:
1. PURCHASE. City shall purchase, and Cyclomedia shall sell the goods and/or
Services described by Attachment A, attached hereto and made a part hereof.
2. TERMS. This Agreement shall be subject to the terms and conditions contained
herein and as provided by Attachment A.
3. TERM. This Agreement shall terminate April 20, 2023.
4. LAW/VENUE. This agreement is subject to and governed by the laws of the State
of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of
or in connection with this agreement shall be the Circuit Court of Kane County, Illinois.
Cyclomedia hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County,
Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of
any lawsuit brought pursuant to this agreement or the subject matter hereof; and Cyclomedia
agrees that service by first class U.S. mail to Cyclomedia Technology, Inc., 8215 Greenway Blvd.,
Suite 300, Middleton, WI 53562 shall constitute effective service. Both parties hereto waive any
rights to a jury.
5. NO MODIFICATION. There shall be no modification of this agreement, except
in writing and executed with the same formalities as the original.
6. MERGER. This agreement embodies the whole agreement of the parties. There
are no promises, terms, conditions or obligations other than those contained herein, and this
agreement shall supersede all previous communications, representations or agreements, either
verbal, written or implied between the parties hereto.
7. INTEREST. Cyclomedia hereby waives any and all claims or rights to interest on
money claimed to be due pursuant to this agreement, and waives any and all such rights to interest
to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the
Local Government Prompt Payment Act (50 ILCS 505/1, et seq.), as amended, or the Illinois
Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive
any expiration, completion and/or termination of this agreement.
8. SEVERABILITY. The terms of this agreement shall be severable. In the event
any of the terms or the provisions of this agreement are deemed to be void or otherwise
unenforceable for any reason, the remainder of this agreement shall remain in full force and effect.
9. COMPLIANCE WITH LAW. Notwithstanding any other provision of this
agreement, it is expressly agreed and understood that in connection with the performance of this
agreement, Cyclomedia shall comply with all applicable federal, state, city and other requirements
of law, including, but not limited to, any applicable requirements regarding prevailing wages,
minimum wage, workplace safety and legal status of employees. Without limiting the foregoing,
Cyclomedia hereby certifies, represents and warrants to the City that all of Cyclomedia's
employees and/or agents who will be providing products and/or services with respect to this
agreement shall be legally authorized to work in the United States. Cyclomedia shall also, at its
expense, secure all permits and licenses, pay all charges and fees, and give all notices necessary
and incident to the due and lawful prosecution of the work, and/or the products and/or services to
be provided for in this agreement. The City shall have the right to audit any records in the
possession or control of Cyclomedia to determine Cyclomedia's compliance with the provisions
of this section. In the event the City proceeds with such an audit, Cyclomedia shall make available
to the City Cyclomedia's relevant records at no cost to the City. City shall pay any and all costs
associated with any such audit.
10. CONFLICT. In the event of any conflict between the terms and provisions of this
purchase agreement and Attachment A and Attachment B hereto, the terms and provisions of this
purchase agreement shall supersede and control. In the event of any conflict between the terms
and provisions of Attachment A and Attachment B, the terms and provisions of Attachment A
shall supersede and control.
11. PAYMENT. City shall pay the total sum of $157,404.00 as described below.
2022 Payment Schedule
30% Mobilization Fee (Imagery and LiDAR
$ 24,120.00
Payable on or before June 1, 2022
70% Data Capture Fee (Imagery and
LiDAR
$ 56,280.00
Billed upon Publishing
Street Sign Inventory
$ 74,504.00
Payable within 30 days of
Delivery
Street Smart software plugin
$ 2,500
TOTAL COST FOR FIRST YEAR
$157,404.00
The aforementioned total sum is inclusive of all freight, shipping and applicable taxes.
12. DELIVERY. Cylomedia shall provide all deliverables on or before December 1,
2022.
13. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary
damages in excess of the purchase price contemplated by this agreement. In no event shall City
be liable for any consequential, special or punitive damages, or any damages resulting from loss
of profit.
14. INDEMNIFICATION. To the fullest extent permitted by law, Cyclomedia agrees
to and shall indemnify, defend and hold harmless the City, its officers, employees, boards and
commissions from and against any and all claims, suits, judgments, costs, attorney's fees, damages
or any and all other relief or liability arising out of or resulting from or through or alleged to arise
out of any acts or negligent acts or omissions of Cyclomedia or Cyclomedia's officers, employees,
agents or subcontractors in the performance of this agreement, including but not limited to, all
goods delivered or services or work performed hereunder. In the event of any action against the
City, its officers, employees, agents, boards or commissions covered by the foregoing duty to
indemnify, defend and hold harmless, such action shall be defended by legal counsel of the City's
choosing.
15. WORK PRODUCTS. Work products prepared by Cyclomedia identified as the
Street Sign Inventory shall be the property of the City and shall be delivered to the City as
contemplated and provided for herein. Imagery, LiDAR and StreetSmart are the property of
Cyclomedia and provided under the End User License Agreement, as Schedule B to Attachment
A to this agreement.
16. TERMINATION OF AGREEMENT. Notwithstanding any other provision
hereof, the City may terminate this Agreement at any time for convenience or any other reason
upon thirty (30) days prior written notice to Cyclomedia without penalty. In the event this
Agreement is so terminated Cyclomedia shall be paid for goods provided and/or services actually
performed, and reimbursable expenses actually incurred as may be specifically provided for herein
prior to such termination, except that such payment and/or reimbursement shall not in any event
exceed the total amount set forth for the total contemplated payment provided for herein.
Additionally, in the event this Agreement is so terminated, Cyclomedia shall immediately cease
the expenditure of any funds paid to Cyclomedia by the City and shall refund to the City any
unearned or unexpended funds.
17. NOTICES. All notices, reports and documents required under this Agreement
shall be in writing and shall be mailed by First Class Mail, postage prepaid, addressed as follows:
A. As to City:
Chief Technology Officer
City of Elgin
150 Dexter Court
Elgin, IL 60120-5555
B. As to Cyclomedia
Cyclomedia Technology, Inc.
Attn: Susan Mathews
8215 Greenway Blvd., Suite 300
Middleton, WI 53562
18. RELATIONSHIP BETWEEN THE PARTIES. This Agreement shall not be
construed so as to create a joint venture, partnership, employment or other agency relationship
between the parties hereto.
19. WAIVER. Neither party hereto shall be responsible for any consequential,
indirect, punitive or incidental damages for any reason whatsoever. Any delay or failure to enforce
any rights by either party arising out of or pursuant to this Agreement shall not constitute, and shall
not be construed as, a waiver of any such rights.
20. LIMITATION OF ACTIONS. With the exception of claims or causes of action
arising from alleged violations of Cyclomedia's intellectual property rights or of the City's rights
as a licensee arising under Cyclomedia's End User License Agreement (Schedule B to Attachment
A to this agreement), Cyclomedia shall not be entitled to, and hereby waives, any and all rights
that it might have to file suit or bring any cause of action or claim for damages against the City of
Elgin and/or its affiliates, officers, employees, agents, attorneys, boards and commissions of any
nature whatsoever and in whatsoever forum after April 1, 2025.
21. NO WAIVER OF IMMUNITIES OR RIGHTS. This agreement is not intended
and shall not be construed to alter, limit, or constitute a waiver of any of the civil immunities
afforded the City and/or Cyclomedia and/or their officials, officers, employees and/or agents
pursuant to the Local Governmental and Governmental Employees Tort Immunity Act at 745 ILCS
10/1-101, et seq., as amended, the Emergency Telephone System Act at 50 ILCS 750/0.01 et seq.,
as amended, and/or as otherwise provided by law, it being agreed that all the civil immunities as
set forth in such Acts, as amended, and/or as otherwise provided by law shall fully apply to any
claims asserted or which might be asserted against the City and/or Cyclomedia and/or their
respective officials, officers, employees and/or agents as a result of this agreement or any actions
of the Parties pursuant to this agreement.
22. NO SPECIAL OR OTHER DUTY. No special duties or obligations are intended
and shall not be deemed or construed to be created by this agreement. Notwithstanding anything
to the contrary in this agreement, it is agreed and understood that no third party beneficiaries are
intended or shall be construed to be created by the provisions of this agreement and it is the
intention of the parties hereto that no action may be commenced by any person or entity against
the City and their respective officials, officers, employees, agents and/or other related persons or
entities for monetary damages for any alleged breach or failure to provide services described in
this agreement. The provisions of this section shall survive any expiration and/or termination of
this agreement.
The person signing this Agreement certifies that s/he has been authorized by the Seller to commit
the Seller contractually and has been authorized to execute this Agreement on its behalf.
IN WITNESS WHEREOF, the parties have hereto set their hands the day and year first above
written.
CYCLOMEDIA TECHNOLOGY, INC.
Bryan Mueller
Print Name
Signature
Vice President of Finance
Title
CITY N
'Richard G. Kozal, City anager
Attest:
_t� '/'/ - Z4-e�_
City Clerk Cj
Legal Dept\Agreement\Cyclomedia Tech -Services and License Agr-Clean-5-6-22.docx
Attachment A: Statement of Work
This statement of work details services to be performed and products to be delivered by
Cyclomedia Technology, Inc. to the City of Elgin, IL (the "Client"), pricing and payment
terms, and the designated project areas with respect to the defined deliverables.
Professional Services
1.1. Professional Services - GeoCycloramas:
360' GeoCycloramasTM will be captured for approximately 536 total miles which will
include LiDAR capture and processing, that will be generated from the shapefiles provided
by the Client.
Prices include cloud -based storage and access for the duration of the license term.
All standard license terms and agreements apply. See attached Schedule B.
As long as Client continues to be an active customer (i.e. has a current license to
Cyclomedia Imagery), no additional fees will be charged for storing historical data.
Privacy Filter Option - face and vehicle license plate blurring must be included for public
websites.
Elevation Visualization Tool - generated from the LiDAR point cloud, allows users to
rapidly visualize change in elevations and make measurements within the solution (i.e.
water issues, slopes, crowns, pot -holes, etc.).
Esri integrations, open API's and customer support.
The Client's access to and use of the Professional Services is subject to the Client
accepting and agreeing to the Cyclomedia End User Terms and Service Schedule
attached as Schedule B.
1.2. Imagery Acquisition:
Cyclomedia's solution will provide the Client with high resolution, I00-megapixel images
captured every 5-meters with high accuracy. Multiple images will be available in which to
view, analyze, and measure assets.
In order to determine the proper coverage, Cyclomedia will refer to the geospatial data
provided by the Client that delineate the area to be driven in one or multiple passes. The
Cyclomedia vehicle is equipped with a tracking device. This enables Cyclomedia managers
to login and track the location of the driver.
Images will not be collected during rainstorms, dust storms, with snow cover, at night or
during any other environmental factors that will obscure the image quality and detail.
City of Elgin, IL Project Drive Area map out put from file: ElginReview.mpk (an Esri map
package file that contains the stress to be captured)
1.3. Imagery Production:
During the image production phase, Cyclomedia will ensure that the imagery is of high
quality and meets internal quality control standards for imagery including, at a minimum,
images will be free of digital artifacts, excessive shadows, radiometric and tonal imbalance,
glare, extreme contrast, smearing, warping or distortion of features, ghosting, voids, and
artificial colorations.
The raw position measurements from the GPS/IMU sensors in the vehicle, plus the reference
data from a network of permanent GNSS reference stations, are processed into an accurate
position and orientation for each 360° image. Our patent portfolio enables Cyclomedia alone
to construct geometrically correct 360' images from a moving vehicle, creating distortion -
free street level imagery. Our unmatched location fidelity (+/- 10 cm and less than 4-inch
absolute accuracy) allows our imagery to become a valuable GIS asset.
The five images captured by our camera unit at each recording point are prepared for editing
including adjustment for white balance, chromatic aberration, de-mosaicking (color filter
array interpolation), color artifacts reduction and tone mapping and then combined into a
360° view. Several different image operations are performed on the 360° image soon after,
including local contrast enhancement, sharpening and adaptive histogram enhancements.
The LiDAR data is processed to produce a depth surface for Cyclomedia's Measure Smart
technology. Measure Smart is enhanced measuring technology that relies on the depth
surface rather than calculating location based on pixel locations in multiple GeoCycloramas.
Measure Smart makes measuring quicker and easier.
As soon as these steps are done, quality reports are automatically generated. These reports are
used in the manual controls to approve a series of images. Images may be rejected after the
automated reporting or after visual inspection. Examples of problems that are caught by the
quality control process are over or underexposure, wide class differences between the front
and rear camera, or high inaccuracy in the position. In addition, systematic series of images
are randomly checked for visible defects, such as dirt or water on the lenses or low sun angle
glare. In addition, the team will also check whether the recordings completely cover the
project area.
This completeness check is done based on the recording locations compared with the Client's
map or Open Street Map data stored by default in Street Smart. Images that have been rejected
or areas that are missing will be redone in the rework process.
1.4. Professional Services — Asset Collection:
Asset collection for Traffic Signs/Structures will be extracted for the approximately 536 total miles, the
project area was generated from data provided and reviewed by the City, and includes a 5% mileage
buffer.
1.5. Data Structure:
The following descriptions provide an overview to the different attributes in the feature layers
and a description of their contents.
rraffic Siggs
Atti-ibute Description
FID Feature ID
ID
Unique C clomedia identifier. Ex: 843 710539 7817962039
Sign Height
Height of sign rounded to the nearest 6 inches. Ex 36"
Sign Width
Width of sign rounded to the nearest 6 inches. Ex: 36"
MUTCD Code
Closest MUTCD code associated with sign. Ex: R1-1
StructureID
Unique ID of sign structure the sign is attached to. Ex:
8437105397817962039
Location
Northing, easting and elevation
RecordedAt
Date of cyclorama used for the recording. Ex: 2020-09-19
20: 52: 40.550
Street Smart URL
URL to feature in C clomedia Street Smart.
traffic Sign Structures
Attribute Description
FID Feature ID
ID
Unique C clomedia identifier. Ex: 8437105397817962039
Post Type
Type of post used for structure. Ex: Metal, wood, etc
Sign Count
Total number of signs attached to sign structure. Ex: 4
Location
Northing, easting and elevation
RecordedAt
Date of cyclorama used for the recording. Ex: 2020-09-19
20: 52: 40.550
Street Smart URL I URL to feature in C clomedia Street Smart.
1.6. Delivery Format:
The record contains 3D point objects in the corresponding coordinate system of LiDAR data.
Extracted data available in relevant file formats:
ESRI Geodatabase - Standard
Shapefiles - Upon Request
Comma -separated Values File - Upon Request
1.7. Software:
Unlimited logins for City staff to access GeoCycloramas using Street Smart web applications
for the duration of the license term. StreetSmart logins and passwords are will be supllied by
Cyclomedia and marked as confidential, to comply with Illinois FOIA standards. Staff with
licenses for the appropriate EsriTM products can also access GeoCycloramas using, Street
Smart for ArcGIS Pro, Desktop, Online and the Street Smart Widget for ArcGIS Web
AppBuilder.
1.7.1 Street SmartTM:
This interactive web viewer built on HTML5 technology provides cloud access to
GeoCycloramas and tools.
Use Street Smart on the desktop or tablet
Conduct searches with address, postal code or coordinates
Integrate with your own applications and work processes using the
Street Smart API
Where historical GeoCycloramas exist, "time travel" to see previous dates
Save GeoCyclorama views as images.
1.7.2 Street Smart for ArcGIS Online:
This application for ArcGIS Online subscribers integrates GeoCyclorama display, point
feature editing, and measuring into ArcGIS Online.
Add recording point layer to web map used in the application
View feature services as overlays on GeoCycloramas
Edit point features and their attributes
Take linear measurements
1.7.3 Street Smart Widget for Web AppBuilder for ArcGIS:
Bring GeoCyclorama display into applications created using Web AppBuilder with the
Street Smart widget.
Add recording point layer to web map used in the application
View GeoCycloramas
Where historical GeoCycloramas exist, "time travel" to see previous dates
Save GeoCyclorama views as images
1.7.4 Street Smart for ArcGIS Desktop:
Visualization, measurement and overlay tools within ArcMap or ArcGIS Pro allow you
to fully leverage the power of GeoCycloramas within your existing ArcGIS
environment.
Open GeoCycloramas from a recording point layer added to the map
View one or multiple GeoCycloramas
Measure on GeoCycloramas
Use the native editing capabilities of ArcGIS to collect features in 2D or 3D
Save GeoCyclorama views as images
1.7.5 Hosting:
Street Smart Cloud - Secure, scalable hosting service managed by Cyclomedia
is included with the Project. Cyclomedia processes and stores GeoCycloramas
in the Microsoft Azure Cloud.
Street Smart Administrator - The named administrator can view the settings and
statistics for the customer account in the Street Smart account tool. New
accounts, restrictions and permissions are managed by Cyclomedia.
If you prefer to host the data on premise, Street Smart Server is available for an
additional fee.
For active customers with multiple data collections, the two most current
GeoCyclorama collections are stored as high -definition 100-megapixel images.
Unless prior arrangement is made, older years are resampled to 11 megapixels.
1.7.6 Developer Tools:
Street Smart APIs are industry standard Javascript APIs. Documentation, code examples
and support is available through our website. Professional services may be purchased
for application development assistance for $1,750.00 per day plus travel expenses.
Schedule and Delivery
This Project covers the capture of approximately 536 total miles. Cyclomedia will plan, drive,
process, and perform quality control on the imagery commencing as soon as practical following
the signing of the license agreement.
A driver can be expected to collect approximately 40 linear miles of data per day. This collection
timeframe factors in a slower drive time in densely populated areas. At this rate, collection of
this project will require an estimated three weeks of collection including contingency time for
bad weather and missed days. Cyclomedia will make images accessible approximately four to six
weeks after the start of image collection.
2.1. Data Dictionary:
A project kickoff meeting is usually scheduled within the two weeks following the fully
executed agreement or the official notice to proceed. During the kickoff meeting the standard
definitions of each of the assets in the data dictionary and the attributes of each of them will
be reviewed by Cyclomedia and the Client. At the completion of this kickoff meeting,
Cyclomedia will send an email to the client confirming that the standard assets and attributes
have been reviewed and agreed upon. The client is required to acknowledge confirmation by
email that this has been completed and the client agrees. Any delays in receipt of the
acknowledgement beyond 3 business days may result in a delay to the total project schedule.
In the event additional miles are required in addition to the 536 miles contemplated by this
agreement, Cyclomedia will confer with the City to negotiate a written change order for any
additional costs associated with such additional mileage for the additional costs of non-
standard assets or non-standard attributes. After the change order is fully executed, the
process of confirming the revised data dictionary will begin again until Cyclomedia and the
client have acknowledged agreement by email. Once there is acknowledged agreement of the
data dictionary and all assets, the project will be scheduled.
2.2. Schedule for Data Collection and Publication:
The schedule for data collection depends on geographic location, availability of systems and
staff, and weather restrictions. Cyclomedia cannot accurately collect any data below 32
degrees F and cannot collect LIDAR with snow on the ground due to reflectivity. Typical
schedule times are 3-6 weeks, more during the busy times of the year, or when awaiting snow
melt to be complete.
Once initial data collection starts, the project proceeds forward in drive areas. The data is
reviewed for quality and completeness by the Cyclomedia team and is then submitted for the
automated processing using Cyclomedia's proprietary cloud software. The post -processed
data is again reviewed for quality and is then published. The first images through this entire
process will be published for the client to see approximately 6 weeks after the first drive is
completed. Additional imagery will be published in cascading drives, and the final imagery
will be published approximately 6 weeks after the final drive is completed. At times, the
drives are non-contiguous such as when systems are redeployed due to weather delays and
must then be rescheduled to complete the collection process. If the drive collects 95% of the
agreed upon area of interest, Cyclomedia may determine that the drive is complete.
After the first several data sets have been published, if included in the contract, client training
will be scheduled so that the client is given instruction on how to access and use the data sets
as published.
2.3. Schedule for Data Extraction:
Once the imagery is published, the process of extracting creates the data files of the assets
and the attributes of each of the items included in the data dictionary. This step cannot begin
until after imagery is complete and typically takes 30 days to schedule, but if data collection
is part of the project, these 30 days can be covered by the data collection and publication
process so that the data extraction can begin soon after publication.
Cyclomedia will prepare an initial data extraction on a small portion of the project (between
10 to 50 miles, or 100 — 200 property images or elevations), known as Phase Zero. This
Phase Zero sample will be delivered to the client, the delivery manager will review the
submittal with the Client during a project status meeting. The purpose of the status meeting
and Phase Zero submittal is to confirm to the client that the deliverables are meeting the
specifications of the data dictionary. If obvious issues are mutually discovered, the delivery
manager will review the data dictionary specifications and take actions as appropriate. The
Client shall have one week to further review the Phase Zero submittal and shall confirm in
writing that the Phase Zero deliverable is appropriate for the project. Any issues or concerns
by the Client that the Phase Zero deliverable is not conforming to the approved data
dictionary shall immediately be brought to the attention of the deliver manager.
The project cannot continue until the client acknowledges that the Phase Zero deliverable
complies with the data dictionary. Any delays in this acknowledgement may have
DISPROPORTIONAL delays in the entire project as the extraction team may be redeployed
to other projects.
Once the acknowledgement is completed, the data extraction will be scheduled and
completed. All further Phase Deliverables will align with the Phase Zero specification.
Two weeks after the final deliverable to the Client, the project will be deemed accepted.
Below is a general timeline for this project.
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The recording of 3D Cycloramas takes place systematically and on a large scale. However, we
do not lose sight of the details and we strive for the maximum coverage in each recording area.
The recording area is agreed upon with the customer before capture and will define the locations
where images will be recorded. On roadways divided by a median, the images are recorded in
both directions. We photograph all paved public roads. Private properties and Risk areas are
excluded from capturing. Prior to delivery, we check the dataset for its completeness and quality
and return to recapture any missing 3D Cycloramas, if necessary.
During capture, parts of the project area can be non -accessible because of construction, etc.
Further, 3D Cycloramas can be rejected during the internal quality check. If more than three 3D
Cycloramas in a row are missing and redrives are necessary, these streets will be captured again.
Cyclomedia will only return for recapturing if more than 2% of the agreed project area is missing
or doesn't meet the quality criteria.
3.1. Data Collection:
Resolution: Cyclorama/360°image = 14400 x 7200 pixels (100 MP)
Field of View:
Horizontal (HFOV): 3600
Vertical (VFOV): 1800 (in which part of the photography vehicle is visible and the
lowest 300 is monochrome)
Spatial pixel size:
Cyclorama: 0.0250 (= 0.44 cm <0.17 in> at 10 m <33 ft> from the capture location)
Positioning quality:
The average standard deviation of the position is 10 cm (4 in), while the orientation
deviation is 0.1 ° (excluding in long tunnels, forested areas and urban canyons).
Metric Quality:
Geometrically correct: The accuracy of the spatial angle between 2 pixels is 0.0250
for HD -Cyclorama's, and 0.0750 for standard resolution.
Precise measurements of objects: X, Y and Z measurements have an average
absolute standard deviation of 10 cm (4 in), excluding in long tunnels, forested areas
and urban canyons.
Precise measurements of distances: Measurement of heights, lengths or widths have
a relative standard deviation of approximately 2 cm (0.4 in)
3.2. Data Extraction:
Detection distance of objects:
Objects > 25cm x 25 cm: up to 10 meters from the car
Objects > 50cm x 50 cm: up to20 meters from the car
Both only when the object is visible in at least 1 image.
Objects beyond 30 meters do not have a quality specification
Positional accuracy (absolute):
The average standard deviation of all the measured points is 10 cm or 4" inches (1-
Q) in all directions, except in long tunnels, woody areas, occluded areas and urban
canyons where the positional accuracy is not specified.
Standard completeness/correctness of delivery:
Goal is 95% of all the specified objects that are visible on the GeoCyclorama, and
within distance spec. from the Cyclorama recording locations, are inventoried. Of the
objects detected,90% are expected to be accurately extracted and attributed.
• In tunnels, the objects are only inventoried if there is enough light to take
photographs. Also, the positional accuracy will decrease inside tunnels.
• Quality control is done via a statistical process where the number of checks depends
on the size of the dataset, based on the AQL method. 100% QA is not performed.
3.3. Conforming Data Quality:
Cyclomedia will evaluate a random sample of data and if the quality is within the
specifications, the data set is deemed accepted. Any correction of detected errors is at the
sole option of Cyclomedia and does not change the acceptance of the entire data set. If the
client does not provide written documentation of quality outside of specification within 15
days of delivery to the client, that data is deemed acceptance. Cyclomedia has 15 days from
the receipt of any such documentation to respond, including if considered necessary by
Cyclomedia, a plan to address the issues documented.
3.4. Cyclomedia Product Specifications:
Cyclomedia product offers and solutions are summarized in the above sections. Product
specifications that define the details for Client deliverables are listed below and available as
separate PDF documents upon request.
3D GeoCyclorama
LiDAR Point Cloud
Blurring Process
Street Smart
Data Analytics Standards by Asset
3.5. Other:
Unless specified elsewhere, hosting of delivered data in a GIS environment is not included or
is provided at additional cost.
4. Project Management
Cyclomedia will designate a Project Manager ("Cyclomedia PM") for this project who will be
the main point of contact for all communication with the Client. The Cyclomedia PM will lead
its project team and ensure the project progresses with minimal interruption to the proposed
schedule.
• Training
Up to two (2) hours of web -based training is included with the license agreement. A Solutions
Engineer is available to answer questions via email or phone for the duration of the license term.
Technical Support
Technical support services, via phone or email, are available via the Cyclomedia Service Desk
contact form for all support cases is on our website at:
http://www.cyclomedia.com/us/soport/contact-service-desk. Typical response/resolution time
for tech support inquiries is within 24 hours of initial contact.
Final Delivery Report
The Final Delivery Report provides the Client with a summary of the overall miles driven, areas
collected and positional accuracy of the recording points. Each GeoCyclorama has associated
metadata with information on the date and time it was captured, the accuracy of the recording
point, the spatial reference system, and camera system information. The accuracy of each
recording point is reported to the Client geographically in a heat map as Figure 1 below
demonstrates.
Figure 1. Green shows high positional accuracy, red is poor positional accuracy due to minimal GPS/IMU signal under
urban canyons and dense vegetation.
5. Fee Schedule and Invoicing
5.1 Project Fee Schedule:
Prices valid 30 days from date of Statement of Work.
11'roject Item
GeoC cloramas
Drive Miles
536
Item Costs
$80,400.00
Privacy Blurring
5 36
included
Software/Add-ins Support
$2,500.00
Street Sign Asset Bundle
536
$74,504.00
Project Estimate Total
$157,404.00
A Mobilization fee of 30% of the project license fee ($24,120.00) will be invoiced on
signature of license agreement. The remainder of the project license fee ($56,280.00) will be
invoiced when imagery is published and accessible to the client. Any mileage delivered over
the contracted amount will be invoiced @ $150.00 per mile.
NOTE: Client required to download LiDAR point cloud data within 60 days of availability if
Client does not choose to buy 3D GeoCycloramas with LiDAR Point Cloud Integration and
Hosting. A premium fee will be charged for Cyclomedia to host the LiDAR Point Cloud Data
over the license term.
5.2 Project Invoicing:
Cyclomedia Technology Inc. will invoice as follows:
Mobilization Fee ($24,120.00) upon execution of statement of work
Remaining $56,280.00 upon access of fully published imagery
$74,504.00 upon delivery of assets identified in Section 1.
Net 30-day payment terms
Corporate Information:
Firm Name Cyclomedia Technology, Inc.
8215 Greenway Blvd
Business Address Suite 300
Middleton, WI 53562
General Contact Information Info -us Lcr)Cyclomedia.com
(510) 900-5142
William B Wetzel, Account Manager - Midwest
Point of Contact E: bwetzel@cyclomedia.com
T: 630.815.6520
Attachment "B"
1. AGREEMENT. These additional terms and conditions ("Terms"), are a supplement to the
City of Elgin Services and License Agreement (the "SLA").
2. DEFINITIONS. In addition to terms defined in these Terms, the following terms will have
the following meanings.
2.1 "Authorized Users" means those individuals authorized by Customer to access the
Cyclomedia Offerings, as permitted by the applicable Service Schedule, and who have been supplied user
identifications and passwords.
2.2 "Cyclomedia Data" means the data collected by the Cyclomedia Offerings, including
statistics relating to how often data is captured, transferred, stored, copied, manipulated, or downloaded, performance
metrics relating to Cyclomedia Offerings, Image Material, Information Products and configuration settings.
2.3 "Cyclomedia Offerings" means the Services as defined in the applicable Service
Schedule.
2.4 "Cyclomedia Property" means the Cyclomedia Offerings, Documentation, Image
Material, Information Products, Cyclomedia Data, Cyclomedia's Marks (including without limitation "Cyclomedia"),
Cyclomedia's Confidential Information, all Documentation or data provided by Cyclomedia to Customer under these
Terms, and all corresponding intellectual property rights.
2.5 "Customer Data" means all data or information provided or submitted by Customer.
2.6 "Customer Property" means Customer Data, Customer's Marks, and Customer's
Confidential Information and all corresponding intellectual property rights.
2.7 "Documentation" means the technical, user and reference manuals, notes, instructions and
summaries, technical release notes, specifications and any other supporting documentation related to the Cyclomedia
Offerings, in digital or printed form.
2.8 "Image Material" means the photographs taken from land, air, or water and digital
seamless 360-degree photographs taken at street -level ("(Geo)Cycloramas") related to the Cyclomedia Offerings, in
digital or printed form, including the associated metadata, and offered for use with the Software.
2.9 "Information Products" means the data, datasets and/or object information and/or change
detection data related to the Cyclomedia Offerings in any form, including but not limited to LiDAR data, LiDAR point
clouds, 3D data and data regarding objects in the public space, such as traffic signs, road markings, pedestrian ramps
and light poles.
2.10 "Marks" means any trademarks, service marks and logos, whether registered or
unregistered.
2.11 "Statement of Work" or "SOW" means the form signed by Customer that specifies the
Services Customer is purchasing, in the form contained in Exhibit A.
2.12 "Service(s)" means the provision of Software, Image Material, Information Products,
hosting and maintenance and professional services as described in a Service Schedule and specified in a Statement of
Work.
2.13 "Software" means the object code version of the Cyclomedia software, whether such
software is accessed remotely over the Internet or is provided on media to Customer for use on computing devices
under the control of Customer.
2.14 "Subscription Term" means the term during which Services are made available to
Customer over the Internet, as defined in a Statement of Work.
2.15 "Third Party Technology" means the object code version of software or other technology
that is licensed by Cyclomedia or Customer from third parties, whether such software or technology is accessed
remotely over the Internet or is provided on media for use on computing devices under the control of Cyclomedia or
Customer, as applicable.
3. RESPONSIBILITIES.
3.1 Cyclomedia Responsibilities. Cyclomedia will perform the Services as described in the
applicable Service Schedule, beginning on the date identified in each applicable Statement of Work.
3.2 Customer Responsibilities. Customer (i) will provide or upload sufficient Customer Data,
in a suitable format, for Cyclomedia to provide the Services; (ii) will have suitable computing devices to be able to
access the Cyclomedia Offerings; (iii) will not use the Cyclomedia Offerings for any inherently dangerous application
or for an illegal activity; (iv) is solely responsible for backing up all Customer Data; (v) promptly will report to
Cyclomedia any unauthorized use of the Cyclomedia Offerings; and (vi) will comply with all Customer requirements
and use guidelines contained in the applicable Service Schedule ("Use Guidelines"). Customer shall allow each
Authorized User access to the Services on a maximum of three computing devises.
3.3 User Names, Passwords and Compliance. Customer is responsible for keeping its user
name(s) and password(s) confidential and secure, and limiting access to the Cyclomedia Offerings to its Authorized
Users. Customer is solely responsible and liable for any activity that occurs under its account, including without
limitation all actions of Authorized Users. Customer will notify Cyclomedia in writing within 3 days of Customer's
discovery of any unauthorized use. CUSTOMER HAS SOLE RESPONSIBILITY FOR (I) ENSURING ITS OWN
COMPLIANCE WITH ALL APPLICABLE LAWS OR REGULATIONS, AND (II) THE ACCURACY, QUALITY,
INTEGRITY, LEGALITY, RELIABILITY, AND APPROPRIATENESS OF ALL CUSTOMER DATA AND
ACTIVITIES.
3.4 Cyclomedia Data Collection. The Cyclomedia Offerings may collect certain non -
personally identifiable information that resides on Customer's computer system or is generated by Customer's use of
the Cyclomedia Offerings, including, without limitation to, statistics relating to how often data is captured, transferred,
stored, copied, manipulated, or downloaded, performance metrics relating to the Cyclomedia Offerings, and
configuration settings. This information may be used by Cyclomedia without restriction.
3.5 Subcontractors, Third Party Technology. Cyclomedia shall have the right to use or
subcontract with third parties to provide the Cyclomedia Offerings; provided, however, that Cyclomedia is not released
from responsibility for its obligations under these Terms. Cyclomedia shall have the right to use any Third Party
Technology in the Cyclomedia Offerings, and such Third Party Technology incorporated in the Cyclomedia Offerings
may be subject to the terms and conditions of the third party for which Cyclomedia shall be solely liable..
3.6 Delivery. Any delivery dates set forth in the applicable Statement of Works are estimates
only and Cyclomedia reserves the right to readjust delivery dates without liability; provided, however, that
Cyclomedia shall use commercially reasonable efforts to provide or deliver all Cyclomedia Offerings on or before any
applicable delivery dates. Cyclomedia may provide or deliver any Cyclomedia Offerings in whole or in installments.
3.7 Change Orders. If either party wishes to change the scope or performance of the
Cyclomedia Offerings, it will submit details of the requested change to the other in writing. Cyclomedia will, within
a reasonable time after such request, provide a written estimate to Customer of (a) the likely time required to implement
the change; (b) any necessary variations to the fees and other charges for the Cyclomedia Offerings arising from the
change; (c) the likely effect of the change on the Cyclomedia Offerings; and (d) any other impact the change might
have on the performance of these Terms. Promptly after receipt of the written estimate, the parties will negotiate and
agree in writing on the terms of such change (a "Change Order"). Neither party will be bound by any Change Order
unless it is signed in accordance with Section 14.
3.8 Acceptance. If an acceptance procedure has been agreed upon, the acceptance period shall
amount to five (5) calendar days after delivery of the Cyclomedia Offerings or, if the parties have agreed in writing
that Cyclomedia shall deliver the Cyclomedia Offerings in phases, after completion of the phase in question. In the
event that parties have agreed to an acceptance period as set forth in this section, the Cyclomedia Offerings shall be
deemed to have been accepted by the Customer when: a) Customer notifies Cyclomedia before the end of the
acceptance period that the Cyclomedia Offerings are accepted; b) Customer makes use of any of the Cyclomedia
Offerings in its work processes; or c) Cyclomedia has not within the acceptance period received a written notice from
the Customer identifying specifically any basis for not approving the Cyclomedia Offerings. If the Customer does not
accept the Cyclomedia Offerings, the Customer and Cyclomedia will draft a list of errors preventing acceptance and
Cyclomedia will remedy these errors within ninety (90) days' time. When Cyclomedia has not succeeded in remedying
all errors within that time period, parties will discuss any possible next steps.
4. FEES AND PAYMENT.
4.1 Payment. The fees related to the Cyclomedia Offerings are included in the Statement of
Work. Cyclomedia will invoice Customer for all payments, fees, and other costs due. All fees and costs are due in
U.S. dollars and due and payable within thirty (30) days from the date of the invoice, unless the parties otherwise
agree in writing. If Customer reasonably and in good faith disputes any invoice, Customer will notify Cyclomedia in
writing of its objection within 10 days from the date of Customer's receipt of the invoice, provide a detailed description
of the reasons for the objection, and pay the portion of the invoice that is not in dispute.
4.2 Suspension of Services. If Customer's account is 10 days or more overdue (except with
respect to charges then under reasonable and good faith dispute), or if at any time Cyclomedia believes in good faith
that the prospect of payment is impaired, in addition to any of its other rights or remedies, Cyclomedia reserves the
right to immediately suspend Services and Customer access to the Cyclomedia Offerings, without liability, until
Customer pays all overdue amounts in full or in Cyclomedia's sole judgment provides adequate assurance of
Customer's ability to fulfill its payment obligations, either then due or thereafter arising. Suspension will not relieve
Customer of its obligation to pay the total fees owed.
TERM; TERMINATION; CHANGES.
5.1 Term. As described in Section 3 of the Services and License Agreement..
5.2 Termination for Cause. A party may terminate these Terms or any Statement of Work for
cause: (i) 30 days following written notice to the other party of a material breach, provided such breach remains
uncured; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to
insolvency, receivership, liquidation or assignment for the benefit of creditors. In addition, Cyclomedia may terminate
these Terms or any Statement of Work immediately upon a violation of the applicable Use Guidelines.
5.3 Effect of Termination. Upon termination of these Terms or a Statement of Work, the
parties will return or destroy any Confidential Information disclosed under these Terms, to the extent permitted by
law. Termination will not relieve Customer of the obligation to pay any fees accrued or payable to Cyclomedia prior
to the effective date of termination. Cyclomedia will not refund any pre -paid Subscription fees unless Customer
terminates for cause, in which case Cyclomedia will refund pre -paid fees for the remainder of a Subscription Term.
The provisions of these Terms that should by their nature survive termination of these Terms will survive any
termination.
5.4 Re ug latory and Legal Changes. If changes in applicable law, regulation, rule or order
materially affect delivery of the Services, the parties will negotiate appropriate changes to these Terms. If the parties
cannot reach agreement within 30 days after Cyclomedia's notice requesting renegotiation: (a) Cyclomedia may, on a
prospective basis after such 30 day period, pass any increased costs on to Customer; and (b) if Cyclomedia does so,
Customer may terminate the affected Service on notice to Cyclomedia delivered within 30 days.
6. OWNERSHIP AND GRANT OF RIGHTS.
6.1 Cyclomedia Properly. Title to and ownership of all intellectual property rights relating to
the Cyclomedia Property will at all times remain with Cyclomedia, including all adaptations, modifications, derivative
works, additions or extensions, whether made by Cyclomedia, Customer, or a third party.
6.2 Customer Data. As between Cyclomedia and Customer, all Customer Data is owned by
Customer. Customer grants Cyclomedia a limited, non-exclusive right to use, access, duplicate, sublicense, and
modify the Customer Data solely to perform its responsibilities under these Terms.
6.3 Grant of Rights. During each Subscription Term, Cyclomedia grants to Customer limited,
non-exclusive, non -transferable, non -sub -licensable rights to access and use the Cyclomedia Offerings identified in
the applicable Statement of Work. Each Service Schedule will specify any additional license rights granted to
Customer. All other rights are reserved by Cyclomedia.
7. CONFIDENTIAL INFORMATION.
7.1 Definition of Confidential and Proprietary Information. "Confidential Information"
means trade secret other non-public information of or concerning a party or its business, suppliers, customers,
products, or services, disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"). Without
limitation, the Cyclomedia Offerings and Cyclomedia Data are Cyclomedia Confidential Information and Customer
Data are Customer Confidential Information. Information will not be considered to be Confidential Information to
the extent that it (i) is already known to Receiving Party on a non -confidential basis when first obtained from
Disclosing Party, (ii) is or becomes publicly known through no wrongful act of Receiving Party, (iii) is rightfully
received by Receiving Party from a third party without restriction, or (iv) was independently developed by Receiving
Party without use of any Confidential Information of Disclosing Party. Neither party will use or disclose any
Confidential Information of the other party except as permitted by these Terns. Confidential Information of
Disclosing Party will be maintained under secure conditions by Receiving Party using reasonable security measures
and, in any event, not less than the same security measures used by Receiving Party for the protection of its own
Confidential Information.. Notwithstanding anything to the contrary provided for herein, Customer's good faith
compliance with the Illinois Freedom of Information Act (5 ILCS 140/1, et seq.) shall not constitute, and shall not be
construed as a breach of this Agreement.
7.2 Compelled Disclosure. If Receiving Party is compelled by law to disclose Confidential
Information of Disclosing Party, it will, using best efforts, provide Disclosing Party with prior notice of the compelled
disclosure, at Disclosing Parry's cost.
LIMITED WARRANTY.
8.1 Cyclomedia Offerings. Cyclomedia warrants the Cyclomedia Offerings will operate in
substantial conformity with the applicable Service Schedule and Documentation provided by Cyclomedia to
Customer. In the event of any breach of the warranty in this Section, which must be reported in writing by Customer
within five (5) calendar days after Customer discovers or reasonably should have discovered such breach, Customer's
sole and exclusive remedy, and Cyclomedia's sole obligation, will be for Cyclomedia to correct the reported
nonconformity within a commercially reasonable period, as may be further described in the applicable Service
Schedule. The media on which Software is delivered is warranted for thirty (30) days following delivery.
8.2 Limitations. Cyclomedia does not make any warranty and is not responsible in any way
for Third Party Technology or for loss of Customer Data. Customer acknowledges that communications and
transactions conducted on-line may not be absolutely secure, that there may be system or Internet failure that limits
Customer's accessibility to the Cyclomedia Offerings, and that on-line services are not guaranteed to be error -free.
By using the Cyclomedia Offerings, Customer accepts all responsibility and risk associated with the use of the
Cyclomedia Offerings and the Internet generally.
8.3 Disclaimer of All Other Warranties. THE EXPRESS WARRANTIES IN THESE TERMS
ARE IN LIEU OF, AND CYCLOMEDIA DISCLAIMS, ALL OTHER WARRANTIES, CONDITIONS, OR
REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), RELATED TO THESE TERMS,
WHETHER ARISING BY LAW, CUSTOM OR USAGE IN THE TRADE, COURSE OF DEALING, OR
OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON -INFRINGEMENT,
MERCHANTABILITY, AND FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT
CYCLOMEDIA OR A THIRD PARTY SOFTWARE SUPPLIER IS AWARE OF ANY SUCH PURPOSE).
CYCLOMEDIA MAKES NO REPRESENTATION OR WARRANTY THAT CUSTOMER'S USE OF THE
CYCLOMEDIA OFFERINGS, OR ANYSER VICE OR THE CYCLOMEDIA SITE, WILL BE IN COMPLIANCE WITH
ANY LAW OR REGULATION.
9. LIMITATION OF LIABILITY.
9.1 Direct Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER
PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSSES OR
DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFITS, FAILURE TO
REALIZE SAVINGS OR OTHER BENEFITS) RELATED TO THESE TERMS, EVEN IF THE PARTY HAS
BEEN ADVISED OF THE POSSIBILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND
EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, THE
TOTAL CUMULATIVE LIABILITY OF EITHER PARTY HERETO FOR ANY BREACH OF THESE TERMS
WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THESE TERMS.
9.2 Limitation of Action. Except for actions for nonpayment or liability arising from Section
0 no claim, suit, action or proceeding relating to these Terms may be brought by either party more than 2 years after
the cause of action has accrued.
10. CUSTOMER REPRESENTATIONS AND WARRANTIES.
10.1 Regulations. Customer represents and warrants that it is currently complying and will
continue to comply with all requirements of laws and regulations applicable to Customer's use of the Cyclomedia
Offerings, and all other applicable federal, state and local laws, regulations and guidelines, including but not limited
to those relating to export control, anti -corruption, and anti -terrorism ("Regulations").
10.2 Reliance. In connection with the performance of the Services, the parties agree that
Cyclomedia may rely upon the Customer Property. Customer represents and warrants that the Customer Property is
complete and accurate. If any error results from incorrect Customer Property supplied by Customer, Customer shall
be responsible for discovering and reporting such error, payment of any and all fees and expenses incurred by
Cyclomedia due to such error, payment for any additional Services to be performed by Cyclomedia due to such error,
and supplying the Customer Property necessary to correct such error by reprocessing at the earliest possible time.
11. INDEMNIFICATION.
11.1 Indemnification by Customer. Customer will indemnify, and hold harmless Cyclomedia,
its directors, officers, employees, and agents, against all costs, liabilities, losses, fines and expenses (excluding,
attorneys' fees) arising from any government investigation or enforcement and/or third party claim, suit, action, or
proceeding (each, an "Action") relating to (i) Customer's violation or alleged violation of any applicable Regulation
or a breach of any warranty in Section 10, (ii) Customer's breach of Sections 3.2 or 3.3 or the applicable Service
Schedule, or (iii) Customer's violation or alleged violation of any contractual or legal obligation to a third party.
Customer will pay all costs and damages incurred by Cyclomedia in any Action, or those costs and damages agreed
to in a monetary settlement of such Action.
11.2 Indemnification by Cyclomedia. Cyclomedia will indemnify and hold harmless Customer,
its directors, officers, employees, and agents, against any Action against Customer solely to the extent that the Action
is based on a claim that any Software infringes any United States copyright or misappropriates any trade secret.
Cyclomedia will pay costs and damages finally awarded against Customer in any such Action, or those costs and
damages agreed to in a monetary settlement of an Action. If the Software becomes, or in Cyclomedia's opinion is
likely to become, the subject of an infringement or misappropriation claim, Cyclomedia may, at its option and expense,
either: (i) procure for Customer the right to continue using the Software as part of the Cyclomedia Offerings, or (ii)
replace or modify the Software so that it becomes non -infringing (provided any such replacement or modification
does not materially degrade the Software's functionality as described in the then -current Documentation).
Notwithstanding the foregoing, Cyclomedia will have no obligation with respect to any Third Party Technology or
Customer Property or an infringement or misappropriation claim if the Software is being misused, used in violation
of these Terns or any Regulations, used in nonconformance with the Documentation, or has been modified by
Customer or any third party. Cyclomedia's obligations under this Section will constitute its sole and exclusive
obligations and Customer's sole and exclusive remedy in the event that any claim or action is brought against
Customer alleging that the Cyclomedia Offerings infringe, misappropriate, or otherwise violate the rights of any third
PAY•
11.3 Notification and Cooperation. The obligations under this Section are conditioned on (a)
the indemnified party notifying the indemnifying party promptly in writing of the commencement of any Action, (b)
the indemnified party giving the indemnifying party sole control of the defense and any related settlement negotiations,
and (c) the indemnified party cooperating with the indemnifying party in the defense.
12. NON -SOLICITATION. During the Term and for a period of 6 months following the
termination or expiration of these Terms, Customer agrees not to solicit, nor attempt to solicit, the
services of any employee or sub -contractor of Cyclomedia who provides services to Customer during
the Term without prior written consent. Customer will not be in violation this Section if an
employee or subcontractor of Cyclomedia responds to a public advertisement of an open position
and is subsequently hired. Violation of this provision will entitle Cyclomedia to assert liquidated
damages against Customer equal to fifty percent (50%) of the solicited person's annual
compensation and all reasonable legal fees incurred by Cyclomedia in enforcing its rights under
this Section.
13. CHOICE OF LAW; DISPUTE RESOLUTION. These Terms will be interpreted and construed
in accordance with the laws of the State of Illinois and the United States, excluding conflict of laws
provisions. All disputes relating to these Terms will be subject to the exclusive jurisdiction of state
and federal courts in Illinois, and the parties will submit to the personal and exclusive jurisdiction
and venue of these courts; provided, however, that the foregoing does not prohibit Cyclomedia from
instituting an action in any court of competent jurisdiction to obtain injunctive relief to protect or
enforce its intellectual property rights.
14. RELATIONSHIP OF THE PARTIES. The parties are independent contractors, and neither
party has any power or authority, nor will it represent that it has any power or authority, to bind the
other party or to assume or create any obligation or responsibility, express or implied, on behalf of
the other party, or in the other party's name.
15. GENERAL. Assienment. These agreement terms, that include the City of Elgin Services
and License Agreement, and the Statement of Work with the Attachment B binds the parties'
representatives, successors, and assigns, except that neither party may assign these Terms without
the prior written consent of the other party unless it is: (a) to an affiliate of the party; or (b) to a
purchaser of all or substantially all of the business or assets of the party, whether by merger or
otherwise, and written notice is provided within 30 days to the other party. Any required consent
to assignment hereunder shall not be unreasonably withheld. Notices. As described in Section 17
of the Services and License Agreement.. Force Maieure. Except for the obligation to make
payments, neither party will be liable for delays or breaches in its performance under these Terms
due to causes beyond its reasonable control. Modifications: Severability: Waiver. Any
modification of these Terms will be effective only if in writing and signed by both parties. Any
provision of these Terms that is held to be invalid, illegal or unenforceable will be severed from
these Terms, and the remaining provisions will remain in full force and effect. No failure or delay
by either party to exercise any right or remedy will be construed as a current or future waiver of
such remedy or right. Counterparts. These Terms may be executed in any number of counterparts,
each of which will be deemed an original, and all of which taken together will constitute one and
the same instrument. Facsimile signatures, or other electronic signatures, are binding and have the
same effect as a handwritten signature.
In Witness Whereof, the parties have executed this Agreement.
Cyelomedia Technology, Inc.
City of FJLgin
BY:
By:
Print Name: Bryan Mueller
P ' t Name: J e��f ,r D , n^ c�ssv
Title: Vice President of Finance
Title:
-( ec 4nala��
Date: May 9, 2022
Date: ` Z _ ?-02 Z
"-.
SERVICE SCHEDULE
Street Smart Cloud - Software as a Service ("SaaS")
This Service Schedule applies in addition to the General Terms and Conditions ("Terms") to the
provision of Street Smart Cloud, a secure, scalable service that includes the hosting and provision of
Image Material, Information Products and Software.
1. Definitions. In addition to terms defined in the Terms, the following terms will have
the following meanings:
1.1 "Cyclomedia Site" means the website provided by Cyclomedia to Customer so it may access
Street Smart, Information Products and Image Material on a remote basis.
1.2 "Subscription Fee" means the annual fee for a Street Smart Cloud Subscription.
1.3 "Subscription Start Date" means the date that the Statement of Work is submitted or is
otherwise identified on the Statement of Work.
1.4 "Subscription Term" means the period defined in the applicable Statement of Work.
1.5 "System" means the computers, servers and related equipment used by or on behalf of
Cyclomedia to provide access to the Services.
2. Cyclomedia Responsibilities. Cyclomedia will provide access to the Cyclomedia Site as of the
Subscription Start Date, respond to Service incidents, and host and maintain the Cyclomedia Site and Customer Data as
set forth in this Schedule and the Terms. Cyclomedia will make reasonable efforts to make the Cyclomedia Site available
to the Customer twenty-four hours a day, seven days a week.
3. Customer Responsibilities. Customer (i) will upload sufficient Customer Data, in a
suitable format, for Cyclomedia to provide the Services; (ii) will have suitable computing devices to
access the Cyclomedia Offerings; (iii) is solely responsible for providing adequate security of
Customer's internal systems, Customer Data and for all third -party fees associated with provision of
the Services; and (iv) will comply with all third party acceptable use policies related to Third Party
Technology used to view the Image Material.
4. Use Guidelines. Customer will use the Services including any (downloaded) Image
Material or Information Products and adaptions, modifications, derivative works, additions or
extensions thereof, solely for its internal business purposes and the specific purposes agreed upon in
writing and will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time
share or otherwise commercially exploit the Services; (ii) attempt in any way to circumvent or
otherwise interfere with any security precautions, procedural controls, or other measures relating to
the Cyclomedia Offerings; (iii) attempt to reverse engineer or decompile any component or element of
the Cyclomedia Offerings, (iv) transfer to third parties or permit third parties to use Customer's user
name and password or Cyclomedia Property, (v) disclose the Image Material or the Information
Products or adaptions, modifications, derivative works, additions or extensions thereof to the public
(including all conceivable Internet applications), (vi) systematically download the Image Material
and/or the Information Products, (vii) use the Image Material and/or the Information Products for
systematic extraction, inventory, annotation and/or change detection of (characteristics of) objects and
'points of interest' (hereinafter "Data Analysis") for commercial purposes of any nature whatsoever,
including but not limited to renting, leasing, (sub)licensing, selling, alienating, pledging, transferring
as security or under any title whatsoever and allowing third parties to use (the results of) the Data
Analysis for any purpose whatsoever. (viii) use the System or the Services for any acts that are contrary
to any applicable Regulations, or (ix) copy any Documentation other than is necessary for the purposes
permitted under these Terms and for backup purposes, provided that Customer shall not remove any of
Cyclomedia's Marks when copying such Documentation. Cyclomedia may immediately suspend all
access to the Cyclomedia Site and disable all Authorized User logins in the event Cyclomedia
reasonably suspects a misuse of the Services. If the Customer intends to use the Services including
any (downloaded) Image Material or Information Products and adaptions, modifications, derivative
works, additions or extensions thereof, for purposes other than those agreed upon pursuant to this
Article, the Customer will request Cyclomedia in writing for its upfront approval of such intended
purposes. Approval by Cyclomedia will be at her sole discretion but shall not be unreasonably withheld.
Upon reasonable notice to Customer, Cyclomedia may audit and inspect the use of the Services by the
Customer in the event Cyclomedia reasonably suspects a misuse of the Services. Customer will give
Cyclomedia access to its facilities, offices, and any information needed by Cyclomedia to evaluate the
use of the Services and Customer agrees to correct any deficiencies found during an audit at its expense.
5. Management of Services. Cyclomedia is at all times entitled to make changes in the
log -in procedure. Cyclomedia will notify Customer about such changes as soon as possible. Without
prior notice being required, Cyclomedia is entitled to discontinue the operation of the System and/or
the Services temporarily or to restrict use to the extent this is reasonably necessary for maintenance
purposes or for necessary adjustments to or improvements in the System and/or Services without the
Customer or an Authorized User being entitled to claim any compensation from Cyclomedia.
6. Payment. Customer shall pay the agreed -upon Subscription Fee in advance.
Cyclomedia may change its fees from time to time; provided, however, that Cyclomedia shall provide
30 days written notice of any change in fees. In the event that Cyclomedia shall increase its fees
pursuant to this Section, Customer shall have the right to terminate its current Statement of Work
effective the date of such change in fees. Customer's obligation to payment of fees remains in full
force and effect during any periods when the Services are inoperable.
7. Suspension of Service. Cyclomedia has the right to suspend, terminate, or otherwise
restrict the Customer's use of the Services or the Software if such use (a) results in a failure or delay
of any network or system of Cyclomedia or a third party, (b) is in violation of the Use Guidelines, or
(c) if necessary or desirable for maintenance or improvement purposes. Cyclomedia is not liable for
any Action arising from the suspension, termination, or restriction of the Services or access to the
Services pursuant to this Section.
8. Effect of Termination. Customer has (30) days after the effective date of termination
of this Agreement, or after the termination of a Statement of Work, to return or destroy any Confidential
Information of Cyclomedia. Further, if Customer terminates the Service before the end of the
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25
Cyclomedia Tech -Services and License Agr-
Clean-5--22
Final Audit Report 2022-05-09
Created: 2022-05-09
By: Jolene Wouters Qwouters@cyclomedia.com)
Status: Signed
Transaction ID: CBJCHBCAABAAgN_ps5EF_RVO5laDryfSl4MG01JfayC9
"Cyclomedia Tech -Services and License Agr-Clean-5-6-22" Hist
o ry
Document created by Jolene Wouters Qwouters@cyclomedia.com)
2022-05-09 - 2:26:50 PM GMT
Document emailed to Bryan Mueller (bmueller@cyclomedia.com) for signature
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Email viewed by Bryan Mueller (bmueller@cyclomedia.com)
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Document e-signed by Bryan Mueller (bmueller@cyclomedia.com)
Signature Date: 2022-05-09 - 3:08:52 PM GMT - Time Source: server
Agreement completed.
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