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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made and entered into this _____ day of _____________, 2025, by and between the CITY OF LANCASTER, a municipal corporation and charter city, (“City”), and BRAINSTIM CENTERS, INC., a California corporation (“Consultant”) (collectively, sometimes referred to hereinafter as the “Parties”).
RECITALS
WHEREAS, the City desires to engage Consultant to perform certain technical and professional services, as provided herein, identified as:
DRUG TREATMENT PILOT PROGRAM (THE “SERVICES”)
WHEREAS, the principal members of Consultant are qualified and duly registered/licensed under the laws of the State of California, and Consultant desires to accept such engagement; NOW, THEREFORE, the parties agree as follows:
1.Parties to the Agreement.
The parties to this Agreement are:
A. CITY: City of Lancaster
B. CONSULTANT: BrainStim Centers, Inc.
2.Notices. All written notices required by or related to this Agreement shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this Agreement shall refuse to accept such mail; parties to this Agreement shall promptly inform the other party of any changes of address. All notices required by this Agreement are effective on the day of receipt, unless otherwise indicated herein.
CITY City of Lancaster
Attn: Trolis Niebla, City Manager
44933 North Fern Avenue
Lancaster, California 93534
CONSULTANT BrainStim Centers, Inc.
Attn: Mark Liker, CEO
28212 Kelly Johnson Pkwy
Valencia, CA 91355
3.Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without prior written consent of the other party, and any such assignments without said consent shall be void. - 2 -
4.Description of Work. The City hereby engages Consultant, and Consultant accepts such engagement, to perform the technical and professional services set forth in the “Scope of Services and Rates Schedule,” attached hereto as Exhibit “A” and incorporated herein by reference. Consultant shall perform and complete, in a manner satisfactory to the City, all work and services set forth in Exhibit “A.” The City Manager or his designee shall have the right to review and inspect the work during the course of its performance at such times as may be specified by the City Manager or his designee
5.Obligations of the City.
A. The City shall pay Consultant an amount not to exceed $350,000 for all work necessary to complete the Services, as described in the Scope of Services and Rates Schedule. Payments shall be due within thirty (30) days following submittal of an invoice detailing the services performed, at the hourly rates set forth in Exhibit A.
B. No payment made hereunder by the City to Consultant, other than the final payment, shall be construed as an acceptance by the City of any work or materials, nor as evidence of satisfactory performance by Consultant of its obligations under this Agreement.
6.Obligations of the Consultant.
A. Consultant shall perform as required by this Agreement and in accordance with the Scope of Services and Rates Schedule set forth in Exhibit A.
B. Consultant shall be responsible for payment of all employees’ wages and benefits and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security.
C. Consultant shall not subcontract any of the work required to perform the Services without the express prior written approval of the City.
7.Hold Harmless and Indemnification. Consultant agrees to indemnify and hold harmless the City, its elected officials, officers and employees, from and against any and all third-party claims, losses, obligations, or liabilities whatsoever, including reasonable attorney’s fees, incurred to the extent arising out of or related to Consultant’s negligent or willful wrongful acts, errors or omissions, or those of its employees or agents. Consultant agrees to defend the City, its officers and employees, using counsel of the City’s choosing, from and against any and all claims covered by the indemnity in the preceding sentence.
8.Amendments. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon mutual written approval by the City and Consultant.
9.Non-Discrimination and Equal Employment Opportunity.
A. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religion, ancestry, sex, national origin, physical or mental disability, or age. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment - 3 -
without regard to their race, color, religion, ancestry, sex, national origin, physical or mental disability, or age. Affirmative action relating to employment shall include, but not be limited to, the following:
employment, upgrading, demotion, or transfer; recruitment; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.
B. The provisions of subsection A above shall be included in all solicitations or advertisements placed by or on behalf of Consultant for personnel to perform any services under this Agreement. The City shall have access to all documents, data, and records of Consultant and its subcontractors for purposes of determining compliance with the equal employment opportunity and non- discrimination provisions of this Section.
10.Term; Effective Date. This Agreement shall become effective and shall be in full force and effect upon the execution of the Agreement by the City and the Consultant. This Agreement shall continue in full force and effect for twelve (12) months, unless the Agreement is sooner terminated in accordance with this Agreement; provided, however, that the City and the Consultant may mutually agree in writing to extend the Term of this Agreement.
11.Termination.
A. For Convenience. The City may terminate this Agreement at any time without cause by giving thirty (30) days' written notice to the other party of such termination and specifying the effective date thereof. In the event of termination of this Agreement, Consultant will be paid for work completed through the date of termination within thirty (30) days following submittal of a final invoice.
B. For Cause. If Consultant fails to perform the services called for by this Agreement or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, Consultant shall correct such failure within ten (10) days (or such longer period that the City may authorize in writing) after receipt of notice from the City specifying such failure. Should the failure not be corrected within this time period, the City may immediately terminate the Agreement by written notice to Consultant.
C. In the event of termination, whether for convenience or cause, reports, plans, studies, and other documents (collectively, “documents”) related to the Services shall become the City’s property. Consultant shall provide all documents to the City that have not yet been within ten (10) calendar days after termination of the Agreement.
12.Independent Contractor. Consultant is an independent contractor and shall have no power or authority to incur any debt, obligation or liability on behalf of the City. It is expressly understood between the Parties to this Agreement that no employee/employer relationship is intended.
13.Insurance.
A. The Consultant, at its expense, shall maintain in effect at all times during the term of this Agreement the following coverage and limits of insurance, which shall be maintained with insurers listed “A-, VIII” or better in the Best’s Key Rating Guide:
Commercial General Liability
Each Occurrence $1,000,000
Per Project General Aggregate $2,000,000
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Including Products/Completed Operations; Contractual Liability/Independent Contractors; Property Damage
(Coverage shall be at least as broad as ISO form CG2010 11/85 or CG2010 07/04 and CG2037 07/04 combined, or an equivalent providing ongoing and completed operations) Commercial Automobile Liability
Combined Single Limit per Accident for
Bodily Injury and Property Damage $1,000,000
(Coverage shall be at least as broad as ISO form CA00 01) Workers Compensation
As Required by the State of California Statutory Limits Employers’ Liability
Each Accident $1,000,000
Bodily Injury by Disease $1,000,000
Each Employee $1,000,000
(A Waiver of Subrogation must be provided on behalf of the Certificate Holder for the Workers Compensation & Employers’ Liability policies)
Professional Liability
Each Occurrence $1,000,000
General Aggregate $1,000,000
Provide one of the following for cyber-related services Technology Professional Liability
(Errors and Omissions)
Each Occurrence $2,000,000
General Aggregate $2,000,000
(Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Consultant pursuant to this Agreement and shall include, without limitation, claims involving invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as any applicable regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.) Or
Cyber Liability Insurance
Each Occurrence $5,000,000
General Aggregate $5,000,000
B. The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insured’s liability.
C. Professional liability and/or cyber insurance written on a “claims made” basis must be renewed for a period of three (3) years after this contract expires or is terminated. Such insurance must have the same coverage and limits as the policy that was in effect during the term of this contract and will cover Consultant for all claims made by the City insured entities arising out of any acts or omissions of Consultant or its officers, employees, or agents during the time this Agreement was in effect.
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D. Any deductibles or self-insurance retentions must be declared and approved by the City. At the City’s option, either the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City insured entities or the insurer shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
E. All insurance shall be primary and non-contributory as respects the City insured entities. Any insurance or self-insurance maintained by the City insured entities shall be in excess of the Consultant’s insurance and shall not contribute with it.
F. Consultant shall furnish the City with Certificates of Insurance and with endorsements effecting coverage required by this Agreement. Certificates of Insurance shall meet the following requirements:
(1) Show that the insurance policy has been endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after 30 days’ prior written notice (10 days’ written notice for non-payment) to the City of Lancaster.
(2) List in the “Descriptions of Operations/Locations/Vehicles” section:
“[Name of the Project/Services/Title & Date of Event]
The City of Lancaster, its elected officials, officers, employees and volunteers are included as additional covered parties, but only insofar as the operations under this contract are concerned.”
(3) List in the “Certificate Holder” section:
The City of Lancaster, 44933 Fern Avenue, Lancaster, California 93534.
14.Commencement and Completion of Work. The Services to be provided by Consultant pursuant to this Agreement shall commence within immediately/within ___ days after execution of this Agreement, and shall be completed no later than _____ days following commencement; provided however, that the Parties may agree to extend the time for completion upon mutual written agreement.
15.Ownership of Documents. All plans, specifications, reports, studies, maps and other documents prepared or obtained by Consultant in the course of performing the work and are required by this Agreement to be delivered to the City shall be the property of the City. Basic sketches, charts, computations and similar data prepared or obtained by Consultant under this Agreement shall, upon request, be made available to City without restriction or limitation on their use.
16.Data Provided to Consultant. City shall provide to Consultant, without charge, all data, including reports, records, maps and other information, now in the City’s possession which may facilitate the timely performance of the work described in Exhibit A.
17. Consultant’s Warranties and Representations.
Consultant warrants and represents to City as follows:
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A. Consultant has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement.
B. Consultant has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, in its sole discretion, to terminate this Agreement without further liability, or, in the alternative, to deduct from any sums payable hereunder the full amount or value of any such fee, commission, percentage or gift.
C. Consultant has no knowledge that any officer or employee of the City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of the Consultant, and that if any such interest comes to the knowledge of Consultant at any time, a complete written disclosure of such interest will be made to City, even if such interest would not be deemed a prohibited “conflict of interest” under applicable laws.
D. Upon the execution of this Agreement, Consultant has no interest, direct or indirect, in any transaction or business entity which would conflict with or in any manner hinder the performance of services and work required by this Agreement, nor shall any such interest be acquired during the term of this Agreement.
18.Resolution of Disputes.
A. Disputes regarding the interpretation or application of any provisions of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the parties.
B. If the parties cannot resolve the dispute through good faith negotiations, either party may give Notice of Dispute to the other party. The Notice of Dispute shall state the nature of the dispute and the corrective action necessary to remedy the dispute.
After Notice of Dispute, the parties shall first attempt to resolve any disputes by mediation. The parties shall agree on a single mediator. Mediation shall be conducted in Lancaster, California. Each party shall pay its own attorneys’ fees and the costs of mediation shall be split equally between the parties.
If the dispute has not been resolved by mediation within 45 days after Notice of Dispute, or the parties are unable to agree to a mediator, within 15 days after Notice of Dispute, then, the dispute may, upon agreement of the parties be resolved by binding arbitration.
C. If any action at law or in equity is brought to enforce or interpret any provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney’s fees, cost and necessary disbursements, in addition to such other relief as may be sought and awarded.
19.Exhibits.
The following exhibits to which reference is made in this Agreement are deemed incorporated herein in their entirety:
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Exhibit “A” Scope of Services and Rates Schedule
20.Governing Law.
This Agreement shall be governed by the laws of the State of California.
21.Effective Date.
This Agreement shall become effective as of the date set forth below on which the last of the parties, whether City or Consultant, executes said Agreement. [Signatures begin on next page.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.
CITY OF LANCASTER
LANCASTER, CALIFORNIA
By:
Trolis Niebla, City Manager
Dated:
BRAINSTIM CENTERS, INC.
VALENCIA, CALIFORNIA
By:
Mark Liker, CEO
Dated:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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EXHIBIT “A”
SCOPE OF SERVICES
AND RATES SCHEDULE
The City of Lancaster is soliciting proposals from qualified organizations to implement and operate a pilot drug
treatment program. The program is intended to provide preliminary clinical data that may support future submission to the U.S. Food and Drug Administration (FDA) for evaluation and potential approval.
This pilot program will assess the efficacy and scalability of the treatment through a structured 6-month study.
Applicants may propose one or both of the following options:
• A 15-patient study
• A 50-patient study
The anticipated program start date is October 1, 2025, and services must continue through at least October 1,
2026. The City seeks flexibility in terms of program delivery schedule, format, and patient engagement structure.
CONSULTANT AGREES TO PROVIDE A PLAN FOR:
Program Implementation:
• Administer the Door Brain Waves Treatment to selected participants under a 6-month protocol. • The City of Lancaster reserves the right to choose which program (15 people or 50 people) to move forward based on budget.
• Ensure all activities comply with applicable federal, state, and local laws, including HIPAA and clinical
research standards.
• Establish criteria for patient eligibility, recruitment, and participation in collaboration with the City.
Data Collection and Evaluation:
• Collect clinical and programmatic data for each participant to assess treatment efficacy and experience.
• Analyze results and prepare reports that reflect treatment outcomes, patient satisfaction, and any adverse events or deviations.
• Conduct a final program evaluation that identifies successes, challenges, and opportunities for scaling.
• Present program findings and data to City Council at a mutually agreed-upon date.
Compliance and Quality Assurance:
• Ensure all staff and clinical providers are qualified, trained, and licensed as required. • Maintain proper documentation and ensure ethical treatment of all patients. • Provide consistent staffing with minimal substitutions and ensure safety at all times. - 10 -
Program Assurances:
• Maintain a secure and confidential database for all patient data. • Submit progress reports and final evaluations to the City in a timely manner. • Secure informed consent from all participants.
• Be responsible for all regulatory approvals and compliance needs related to research and treatment delivery.
Program Content & Delivery:
• Be responsible for treatment delivery model, therapy protocols, patient engagement, and clinical tools.
• Follow all relevant FDA guidance, medical ethics standards, and safety requirements. • Provide culturally and linguistically appropriate services to diverse populations. • Ensure that all research protocols are documented and submitted to appropriate Institutional Review
Boards (IRBs), if applicable.
Staffing & Personnel:
• All personnel must undergo and pass background checks and health screenings. • Strongly encouraged: CPR/First Aid certification and crisis management training. • Maintain a professional working relationship with City staff and uphold patient dignity.
Publicity and Communication:
• Obtain prior written approval from the City for any public materials or press related to the program that uses the City logo or name.
Record Keeping & Confidentiality:
• Maintain accurate attendance logs and patient records throughout the study. • Submit program data as requested by the City.
• Safeguard all personal and health-related information in compliance with HIPAA regulations.
Compensation Terms:
• Compensation will be based only on enrolled and actively participating patients. • No reimbursement will be provided for canceled sessions or patients who drop out.
Facility Requirements:
• The City will not provide a facility for the program. The applicant must secure an appropriate, licensed
location suitable for program delivery.
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Cost Proposal for project:
15-Patient Study (6-Month Program)
Parameter Description
Total Number of Participants: 15
Total Program Length: 6 Months
Number of Treatment Hours per Week: Week 1: ~25hours/week of TMS treatment Weeks 2-4: <0.5hrs per week of TMS treatment
Number of Weeks of Active Treatment: 4 weeks per patient Location(s) of Services: Brainstim Centers Inc. Lancaster Location 44151 15th St W Suite #210
Lancaster CA 93534
Budget:
Per participant cost: $23,333
Total participants completing program: X 15 participants Total Program Budget: $350,000.00