Agreement with Precision Survey Supply, LLC

SOFTWARE SERVICES AGREEMENT
PRECISION SURVEY SUPPLY, LLC

This Services Agreement ("Agreement") is entered into and effective between the CITY OF GLENDALE, an
Arizona municipal corporation ("City") and Precision Survey Supply, LLC , a California limited liability

company, ("Consultant") as of the day of 2026 (“Effective Date”).
RECITALS
A. City intends to undertake a project for the benefit of the public and with public funds (the "Project");
B. City desires to retain the professional services of Consultant to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit A, Project/ Scope of Work (“Scope”);
on Consultant desires to provide City with services (“Services”) consistent with industry-best practices and the
standards set forth in this Agreement, in order to complete the Project; and
D. City and Consultant desixe to memorialize their agreement with this document.
AGREEMENT

The parties hereby agree as follows:

1, Consultant’s Work.

11

1.3

Services. Consultant will provide all Services necessary to assure the Project is completed timely
and efficiently consistent within Project requirements,

Standard. Consultant must perform Services in accordance with the standards of due diligence,
care, and quality prevailing among consultants having substantial experience with the successful
furnishing of Services for projects that ate equivalent in size, scope, quality, and other criteria under
the Project and identified in this Agreement.

Licensing. Consultant warrants that:

a.

Consultant currently holds all appropriate and required licenses, registrations and other
approvals necessary for the lawful furnishing of Services ("Approvals"); and

Neither Consultant nor any Subconsultant has been debarred ot otherwise legally excluded
from contracting with any federal, state, or local governmental entity ("Debarment").

a City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, or to examine Consultant's contracting ability.

2 Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.

Compliance.

a.

Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other
standards and critetia designated by City.

Consultant must not discriminate against any employee or applicant for employment on
the basis of race, color, religion, sex, national origin, age, marital status, sexual otientation,
gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status ot any disability. Consultant will require any Sub-contractor to be bound to the same

5/10/2023

2.2

requirements as stated within this section. Consultant, and on behalf of any subcontractors,
warrants compliance with this section.

2. Compensation for the Project.
2.1 Compensation. Consultant's compensation for the Project, including those furnished by its

Subconsultants or Subcontractors will not exceed $200,000 as specifically detailed in Exhibit B
("Compensation").

Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.

a. Adjustments to Compensation require a written amendment to this Agreement and may
tequite City Council approval.

b. Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by the Consultant without prior written authorization from the City.

c. Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in
the Exhibits and accompanying attachments, the provisions of this Agreement shall take
priority and govern the conduct of the parties.

3. Billings and Payment.

3.1 Applications.

a. Consultant will submit invoices (each, a "Payment Application") directly to
glendalepolicepayables@glendaleaz.com and City will remit payments based upon the
Payment Application as stated below.

3,2 Payment,

a. After a full and complete Payment Application is received, City will process and remit
payment within 30 days.

4, Termination.

41 Fot Convenience. City may terminate this Agreement for convenience, without cause, by
delivering a written termination notice stating the effective termination date, which may not be less
than 15 days following the date of delivery.

a. Consultant will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasonable costs incurred.

b. Consultant will also be similarly compensated for any apptoved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of

| the required items to the City.
|

4.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cure any breach of
this Agreement within seven days after receipt of written notice specifying the breach.

a. Consultant will not be entitled to further payment until after City has determined its
damages. If City's damages resulting from the breach, as determined by City, are less than
the equitable amount due but not paid Consultant for Services furnished, City will pay the
amount due to Consultant, less City's damages, in accordance with the provisions of Sec. 5.

b. If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay
the difference to City immediately upon demand; however, Consultant will not be subject
to consequential damages more than $1,000,000 or the amount of this Agreement,
whichever is greater.

5. Conflict. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for

cancellation of this Agreement in the event any person who is significantly involved in initiating,

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10.

negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or
consultant of any other patty to this Agreement.

E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Consultant warrants
its compliance and that of its Subconsultants with all federal immigration laws and regulations that relate to
their employees and compliance with the E-verify requirements under A.RS. § 23-214(A). The Consultant
ot Subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement and may
result in the termination of the Agreement by the City under the terms of this Agreement. The City retains
the legal right to randomly inspect the papers and records of the other party to ensure that the other party is
complying with the above-mentioned watranty. The Consultant and Subconsultant warrant to keep their
respective papers and records open for random inspection during normal business hours by the other party.
The Consultant and Subconsultant shall cooperate with the City’s random inspections, including granting
the City entry rights onto their respective properties to perform the random inspections and waiving their
respective rights to keep such papers and records confidential.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in,
a boycott of goods or services ftom Istael, as that term is defined in A.R.S § 35-393.

Uyghur Forced Labor Prevention Act (UFLPA). Consultant certifies that it does not currently, and
during the term of this Agreement, will not use:

the forced labor of ethnic Uyghurs in the People’s Republic of China;

b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and
c any contractors, subcontractors or suppliers that use the forced labor or any goods or

services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.

Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with a
Payment Card Industry Data Secutity Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Contractor with oversight responsibility.

Notices.

10.1 A notice, request or other communication that is required or permitted under this Agreement (each
"Notice") will be effective only if:
a. The Notice is in writing; and
b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).

c Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, if:

(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier

service; or
(2) As of the next business day after receipt, if received after 5:00 p.m.
d. The burden of proof of the place and time of delivery is upon the Party giving the Notice.
e. Digitalized signatures and copies of signatures will have the same effect as original
signatures.

10.2 Concurtent Notices.

a. All notices to City's Representative must be given concurrently to City Manager and City
Attorney.

5/10, 2023

City Manager City Attorney

City of Glendale City of Glendale
5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301

b. A notice will not be deemed to have been received by City's representative until the time
that it has also been received by the City Manager and the City Attorney.

c. City may appoint one or more designees for the purpose of receiving notice by delivery of
a written notice to Consultant identifying the designee(s) and their respective addresses for
notices.

10.3. Representatives.

a. Consultant. Consultant's Representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with respect to the Project, and his or her address for Notice
delivery is:

Precision Sutvey Supply, LLC.
c/o Dietrich Evans

8628 Utica Avenue #800
Rancho Cucamonga, CA 91730

b. City. City's Representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:
City of Glendale Police Department
c/o Chief of Police
6835 N 57% Drive
Glendale, Arizona 85301

10.4 Invoices,

a. Invoices (Payment Applications) are routine in nature and are not considered “Notices”
subject to the Notices provision.

11. Entire Agreement; Survival; Counterparts; Signatures.

111 Integration. This Agreement contains, except as stated below, the entire agreement between City
and Consultant and supersedes all prior conversations and negotiations between the parties
regarding the Project or this Agreement.

a. Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.

b. Representations, statements, conditions, or watratities not contained in this Agreement will
not be binding on the parties.

c Inconsistencies between the solicitation, any addenda attached to the solicitation, the
response ot any excerpts, if any, and this Agreement, will be resolved by the terms and
conditions stated in this Agreement.

11.2 Interpretation.

a. The parties fairly negotiated the Agreement's provisions to the extent they believed
necessaty and with the legal representation they deemed appropriate.

b. The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.

com The Agreement will be interpreted in accordance with the laws of the State of Arizona.

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11.3

11.4

11.5

11.6

12. Term.
12.1

12.2

Survival. Except as specifically provided otherwise in this Agreement, each warranty,
representation, indemnification and hold harmless provision, insurance requirement, and every
other right, remedy and responsibility of a Party, will survive completion of the Project, or the
eatlier termination of this Agreement.

Amendment. No amendment to this Agreement will be binding unless in writing and executed by

the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.

Any amendment may be subject to City Council approval.

Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
ot applicable law.

Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or unenforceable
provision will be reformed to conform with applicable law.

Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.

The term of this Agreement commences upon the effective date and continues for a one (1)-year
intial period. The City, may at its option and with the approval of the Consultant, extend the term
of this Agreement an additional four (4) years on an annual basis. Consultant will be notified in
writing by the City of its intent to extend the Agrement peiord at least thirty (30) calendar days
ptior to the expiration of the original or any extension period. Price adjustments will only be
reviewed prior to the extension period and any such price adjustment will be a determining factor
for any renewal period. There are no automatic renewals.

Extension for Procurement Processes. Upon the expiration of the Term of this Agreement,
including the initial term and any renewals, at the City’s sole discretion, this Agreement may be
extended on a month-to-month basis for a maximum of six (6) months to allow for the City to
complete its procurement process to select a vendor to provide the services/matetials similar to
those provided under this Agreement. The City will notify the Contractor in writing of its intent to
extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any
extension provided under this subsection will continue under the same terms and conditions as in
effect immediately prior to the expiration of the then-current tetm.

13. Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s

Commetcial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any

court having jurisdiction thereof.

14. Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.

Exhibit A Project/Scope of Work
Exhibit B Compensation

[SIGNATURES ON FOLLOWING PAGE]

The parties enter into this Agreement effective as of the date shown above.

ATTEST:

Julie K. Bower
City Clerk

APPROVED AS TO FORM:

(SEAL)

Michael D. Bailey
City Attorney

City of Glendale,
an Arizona municipal corporation

By: Patrick S. Banger
Its: City Manager

Precision Survey Supply, LLC,
a California limited Hability company

By: Sam El Said
Its: President

5/10/2023

EXHIBIT A

SOFTWARE SERVICES AGREEMENT

PROJECT/SCOPE OF WORK

The Consultant shall provide the City with scanner equipment, software platforms, and related services as detailed in
Quotes #32982 and #33035 (Exhibit A), including delivery, activation, and initial configuration.

Year One includes the purchase of the RTC360 scanner package, BLK360 G2 starter pack, permanent software
licenses, calibration artifacts, and all required training, including on-site forensic training and train-the-trainer
instruction. Year One also includes the initial year of software services for Cyclone Register 360 PLUS CCP and
Map360 Pro CCP, as outlined in Quote #32982.

For Years Two through Five, the Consultant will continue to provide software services, including maintenance,
technical support, firmware updates, and subscription renewals for the RTC360 CCP, Cyclone Register 360 PLUS
CCP, and Map360 Pro CCP, as outlined in Quote #33035..

EXHIBIT B

SOFTWARE SERVICES AGREEMENT

COMPENSATION

NOT-TO-EXCEED AMOUNT

The total amount of compensation paid to Consultant for full completion of all work required by the Project during
the entire term of the Project must not exceed $200,000.

DETAILED PROJECT COMPENSATION

Compensation under this Agreement includes a one time Year One cost for scanner hardware, permanent software
licenses, training, and the first year of software services, totaling $142,714.72.

For Years Two through Five, the City will pay for ongoing software services for the RTC360 CCP, Cyclone Register
360 PLUS CCP, and Map360 Pro CCP, based on the Consultant’s four year subscription of $22,380.00 for the four
year period.

The combined cost for Year One and Years Two through Five is estimated at $165,094.72. Additional maintenance,
repairs, scannets, equipment, or accessories not included in the quoted amount may be purchased on an as needed
basis.

5/10/2023

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ADDRESS

Glendale PD

6835 N. 57 Dr.
Glendale, AZ 85301

ESTIMATE # DATE
32982 03/1 1/2026
ACTIVITY

6018814

RTC360 Package With RCS
1x838300 Laser Scanner

1x 874800 Calibration Cert

4x 954519 GEB364 Battery

1x 817063Container

2x 842065 USB Stick

1x 799187 Charger Prof 5000

1x 5312306 RC Studio, 3TB Data, tyr
hydra.com/tos

Precision Survey Supply, LLC

8628 Utica Avenue #800

Rancho Cucamonga, CA 91730 US
+190993 14040
sam@precisionsurveysupply.com
www.precisionsurveysupply.com

SHIP TO

Glendale PD

835 N. 57 Dr.
Glendale, AZ 85301

tyr RTC360 Laser Scanner CCP Basic (6013561)

973449
GEB461 Battery int Li-lon 10.8V/6.7Ah

799187

GKL341 Charger Prof 5000 / Charges up to 4

batteries, including power cable.
6018827

BLK360 G2 Starter Pack with RCS
1x BLK 360 G2

1x PSS Custom Forensic Carbon Fiber HD Tripod

1xGVP35 BLK Mission Bag

1xReality Capture Subscription base

1x Reality Capture Register 360 Plus BLK
1x Reality Cloud Studio Subscription
1xRC Studio 1TB Data 1yr hydr.com/tos

925081
GEB825, BLK360 G2 Battery

919898

GKL825 BLK Multicharger

979836

Cyclone REGISTER 360 PLUS Permanent

6018134
Cyclone Register 360 PLUS CCP 1 year

to include:

QTY RATE
1 91,086.65
4 450.00
1 1,260.00
1 18,000.00
3 270.00
1 350.00
1 10,400.00
1 1,875.00

Estimate

AMOUNT

91,086.65T

1,800.00T

4,260.00T

18,000.00T

810.00T
350.00T
10,400.00T

1,875.00

ACTIVITY

- Maintenance on Register 360 Software
- Technical Support

- Software Support

- Firmware Upgrades

916318

IMS MAP 360 Pro Permanent Edition
Includes Core Service CAD

Includes Animation Component
Includes Point Cloud Edition Service

6015993

IMS Map360 Pro Edition CCP - 1 Year
Includes:

- Technical support for 1 Year

- Product updates for 1 Year

6010779
NIST Calibrated PS Traceable Artifact Bundle

PSS32215
Train the Trainer Course
2 days of train the trainer 6 months after delivery

PSS32215

On-Site Forensic Training

Accepted By:

Signature:

4 days total at customer site. Forensic training
manuals provided to attendees.

Maximum class size of 8. Equipment, computers
and facilities provided by

customer. Travel and expenses of the trainer
included.

Square Line Discount

Does not include applicable taxes or shipping charges. Thank you!

Accepted By

QTY

1

SUBTOTAL
TAX (0.092)
TOTAL

Accepted Daie

RATE AMOUNT
6,650.00 6,650.00T
1,610.00 1,610.00
2,830.00 2,830.00T

11,760.00 11,760.00
11,760.00 11,760.00
-29,730.10 -29,730.10
130,461.55

12,253.17

$142,714.72

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Precision Survey Supply, LLC

ad a = b=] [Mi 8628 Utica Avenue #800
pata Totals | Rancho Cucamonga, CA 91730 US

+19099314040

sam@precisionsurveysupply.com
www.precisionsurveysupply.com

ADDRESS

Glendale PD

6835 N. 57 Dr.
Glendale, AZ 85301

ESTIMATE # DATE
33035 02/24/2026
ACTIVITY

6013567

4 yr RTC360 Laser Scanner CCP Blue Consisting
of:

4 yr. Hardware Maintenance

4 yr. Customer Support

6018136

Cyclone Register 360 PLUS CCP 4 year
to include:

- Maintenance on Register 360 Software
- Technical Support

- Software Support

- Firmware Upgrades

6015995

MAP360 Pro CCP - 4 yr.

Includes:

- Technical support by telephone and/or email
- Software module updates

Does not include applicable taxes or shipping charges. Thank you!

Accepted By

SHIP TO

Glendale PD

835 N. 57 Dr.
Glendale, AZ 85301

QTy RATE
1 8,860.00
1 7,480.00
1 6,040.00
SUBTOTAL
TAX (0.092)
TOTAL

Accepted Date

Estimate

AMOUNT

8,860.00

7,480.00

6,040.00

22,380.00

0.00

$22,380.00