ATTACHMENT B
1 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056
CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT
BY AND BETWEEN
THE CITY OF VICTORVILLE
AND
BRINC DRONES, INC.
FOR
VICTORVILLE DRONE AS FIRST RESPONDER PROGRAM,
PROJECT ESC26-056
THIS CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT (hereinafter “Agreement”), dated this __________________ day of ______________, 20___, for reference purpose only, is made and entered into by and between THE CITY OF VICTORVILLE, a municipal corporation located in the County of San Bernardino, State of California, hereinafter referred to as the “City”, and BRINC Drones, Inc., a Delaware corporation, hereinafter referred to as “Consultant.” City and Consultant are sometimes hereinafter referred to individually as a “Party” and collectively referred to as the “Parties.”
RECITALS:
WHEREAS, the City requires Consultant/Professional Services to provide the Victorville Drone as First Responder Program, in support of front line law enforcement services for the City’s Police Department, Project No. ESC26-056 (the “Project”) and WHEREAS, pursuant to Victorville Municipal Code Sections 2.28.100 and 2.28.120, the City utilized the cooperative Purchasing Program of NPPGov to procure such services in accordance with the provisions of NPPGov Contract No. PS24040, as modified by the Parties herein; and
WHEREAS, Consultant represents that it is fully qualified to perform the professional services required for performance under this Agreement by virtue of its experience and the training, education, licensing, and expertise of its principals and its employees; and WHEREAS, in light of the facts set forth above, the City desires to retain the services of a qualified Consultant to provide, on an independent contractor basis, Victorville Drone as First Responder Program.
NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND
PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE
CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:
Section 1. RECITALS
The Recitals set forth above are true and correct and are hereby incorporated into this Agreement by this reference, as though set forth fully herein. 2 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056 Section 2. SCOPE OF SERVICES
Consultant shall provide to the City those services set forth in the Scope of Services, attached hereto as Exhibit “A” and incorporated as part of this Agreement by this reference.
Section 3. COMPENSATION
The City shall pay to Consultant a sum not to exceed EIGHT HUNDRED THIRTY- ONE THOUSAND NINE HUNDRED TWENTY-NINE AND 18/100 DOLLARS ($831,929.18), for faithful performance of the services to be rendered under this Agreement, subject to the Proposal provisions of Section 4, below. No expense reimbursements, including, but not limited to, reimbursements for travel, parking, lodging, and/or meals shall be paid to Consultant unless such expense reimbursements: (i) are specifically provided for and described by nature and type in Exhibit “B”, below; (ii) appear on Consultant ’s monthly invoices to City; (iii) are supported by the appropriate receipts and other such documentation as the City shall require; and (iv) are directly related to the Scope of Services to be performed under this Agreement. In addition, any and all reimbursements shall be made in accordance with any City policy governing same.
Section 4. CONSULTANT’S QUOTE/COST PROPOSAL
The City shall pay Consultant as provided in the Cost Proposal, attached hereto as Exhibit “B” and incorporated as part of this Agreement by this reference. The provisions of Exhibit “B” notwithstanding, in order to receive payments, Consultant shall be required to submit to the City detailed monthly invoices which include, if applicable, a description of all services/tasks performed, the number of hours expended on each service/task, the name of the person performing the service/task, and expense reimbursement information, if any, as required by Section 3, above. Provided that services have been satisfactorily rendered, invoices shall be paid by the City approximately thirty (30) working days following receipt of Consultant’s invoice.
Section 5. STATE PREVAILING WAGE AND RELATED LABOR PROVISIONS a. Compliance with State Prevailing Wage Law. Pursuant to California Labor Code Section 1773, the City has obtained from the Director of the Department of Industrial Relations (“DIR”) the general prevailing rate of per diem wages and the general prevailing wage rate for holiday and overtime work applicable for each craft, classification, or type of worker in San Bernardino County, California, where the Project is to be performed. Copies of these prevailing rate of per diem wages are on file at the City of Victorville Finance Department/Purchasing Division and shall be made available for review to any interested party on request. Copies of these prevailing rate of per diem wages are also available from the State of California via the internet at http://www.dir.ca.gov/DLSR/PWD. Consultant and its subconsultants/subcontractors shall pay not less than said specified prevailing rate of per diem wages to all workers employed by them in the performance of any work under this Agreement which constitutes “public works” or “public work”, including without limitation, the installation of the drone housing units on the roof of the City’s Police Station and Fire Stations 311 and 312, and any other work or services described in or encompassed by California Labor Code (“Labor Code”) Sections 1720 through 1720.9, 1771, and 1772. Consultant shall be solely responsible for using the correct and current prevailing wage rates and performing accordingly. An error on the part of any awarding body does not relieve the 3 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056 Consultant from the responsibility for payment of the correct prevailing wage, or compliance with the maintenance and inspection of payroll records, posting of prevailing wage rates at the work/job site, employment of apprentices, and other requirements of Labor Code Section 1720 et seq.; Labor Code Section 1810 et seq.; California Code of Regulations, Title 8, Section 16000 et seq.; and all other applicable State labor laws.
b. Designation as Consultant Not Determinative . For purposes of this Agreement, Consultant its subconsultants or subcontractors shall be subject to and shall comply with all provisions of the Labor Code applicable to contractors and subcontractors when they are engaged in the performance of any work under this Agreement which constitutes “public works” or “public work” as defined in subsection a above, despite being designated as a Consultant or subconsultant herein.
a. Conflict. It is further expressly agreed by and between the Parties hereto that should there be any conflict between the provisions of this Section 5 and the terms of Exhibit “B” of this Agreement, the provisions of this Section 5 shall control, and nothing herein shall be considered as an acceptance of the terms of Consultant’s Scope of Services, Scope of Work, or Cost/Bid Proposal which conflict with the provisions of this Section 5. b. Payroll Records. Consultant and its subconsultants/subcontractors must comply with the provisions of Labor Code sections 1776 and 1812 and all implementing regulations, including without limitation, those set forth in Title 8 of the California Code of Regulations, Section 16000 et seq. (hereinafter the “ Regulations”), which are fully incorporated by this reference, including requirements for electronic submission of payroll records to the DIR. (1) Consultant and Subconsultant/Subcontractor Obligations . Consultant and each subconsultant or subcontractor must keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed in connection with the Work. Each payroll record must contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
(a) The information contained in the payroll record is true and correct; and (b) Consultant and or subconsultant/subcontractor has complied with the requirements of Labor Code Sections 1771, 1811, and 1815 for any covered work performed by its employees on the Project.
(2) Certified Record . A certified copy of an employee’s (Consultant or subconsultant/subcontractor as applicable) payroll record must be made available for inspection or furnished to the employee or his or her authorized representative on request, to the City, to the Divisio n of Labor Standards Enforcement, to the Division of Apprenticeship Standards of the DIR, and as further required by the Labor Code. (3) Enforcement. Upon notice of noncompliance with Labor Code Section 1776, Consultant and/or subconsultant/subcontractor has ten days in which to comply with the requirements of this section. If Consultant and/or subconsultant/subcontractor fails to do so within the te n-day period, Consultant and/or subconsultant/subcontractor will forfeit a 4 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056 penalty of $100.00 per day, or portion a day, for each worker for whom compliance is required, until strict compliance is achieved. Upon request by the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement, these penalties wi ll be withheld from payments then due to Consultant and/or subconsultant/subcontractor.
(4) Payment of Invoices . Copies of the certified Consultant or subconsultant/subcontractor payrolls, proof of payroll submissions, and appropriate lien releases are required with each invoice to the City. Payment of the invoice may be delayed when payroll -related documents and/or lien releases are not included with the invoice.
c. Apprentices. Consultant or subconsultant/subcontractor is responsible for compliance with the requirements governing employment and payment of apprentices, as set forth in Labor Code section 1777.5, which is fully incorporated by reference. d. Notices. Pursuant to Labor Code section 1771.4, Consultant or subconsultant/subcontractor is required to post all Job Site notices, including prevailing wage rates and other notices, as required by regulation.
e. Other Labor Requirements . Consultant or subconsultant/subcontractor has the responsibility for and shall comply with all other applicable requirements of Labor Code Section 1720 et seq., Labor Code Section 1810 et seq., the Regulations, and all other applicable State labor laws. Consultant further acknowledges and agrees that it will be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with those laws.
Consultant shall require the same of all its subconsultants or subcontractors. f. Statutory Penalties. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hours laws will be enforced as follows:
(1) Pursuant to Labor Code section 1775, the Consultant and/or any subcontractor/subconsultant under it shall forfeit as a penalty to the City not more than Two Hundred Dollars ($200.00), for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate as determined by the Director of the DIR for such work or craft in which such worker is employed for any public work done under this Agreement by it or by any subcontractor/subconsultant under it. The difference between such prevailing wage rate and the amount paid to each worker for each calendar day or portion thereof, for which each worker was paid less than the prevailing wage rate, shall be paid to each worker by the Consultant and/or subconsultant/subcontractor as provided for in Section 1775.
(2) Pursuant to Labor Code Section 1813, Consultant and/or its subconsultants or subcontractors shall, as a penalty to the City, forfeit twenty -five dollars ($25) for each worker employed in the execution of this Agreement by the respective Consultant or subconsultant/subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week, except as specified in Labor Code Section 1815. In accordance with the provisions of Labor Code Section 1810 et seq., eight (8) hours is the legal working day. 5 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056 g. DIR Monitoring. Pursuant to Labor Code Section 1771.4, this Agreement is subject to compliance monitoring and enforcement by the DIR.
h. DIR Registration . Pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and/or its subconsultants/subcontractors must be registered with the DIR prior to the execution of a contract to perform public works. By entering into this Agreement, Consultant represents that it is aware of the registration requirement and will ensure its subconsultants/subcontractors for this project are currently registered with the DIR. Consultant shall require a current registration for its subconsultants/subcontractors for the duration of th is Agreement. Consultant shall further include the requirements of Labor Code Sections 1725.5 and 1771.1 in any subcontract.
Section 6. TERM OF AGREEMENT
This Agreement shall be for an Initial Term of Three (3) Years, commencing on October 7, 2025 (the “Commencement Date”) and expiring on October 6, 2028 (the “Termination Date”) (the “Term”), unless terminated earlier pursuant to Section 21 of this Agreement. From and after the Termination Date, and upon subsequent Agreement by the Parties, this Agreement may continue on a month -to-month basis until terminated pursuant to Section 21 below. For the avoidance of doubt, no automatic renewal provisions shall apply to this Agreement.
Section 7. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the Parties that Consultant is an independent contractor and not an employee, agent, joint venture, or partner of the City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the City and Con sultant or any employee or agent of Con sultant. Both P arties acknowledge that Consultant is not an employee for state or federal tax purposes or any other purpose. Consultant shall retain the right to perform services for others during the term of this Agreement.
Section 8. REPRESENTATIONS AND ACKNOWLEDGMENTS
REGARDING INDEPENDENT CONTRACTOR’S STATUS OF
CONSULTANT
a. Consultant represents and acknowledges the following:
(1) The City is not required to provide any training or legal counsel to Consultant or its employees in order for Consultant to perform the services described in this Agreement.
(2) Performance of the services described in this Agreement does not have to be integrated into the daily business operations of the City. (3) The services described in this Agreement can be performed without the use of City equipment, materials, tools, or facilities, unless otherwise provided under a separate Agreement.
6 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056 (4) Nothing in this Agreement shall be interpreted to imply that the City must maintain any contractual relationship with Consultant on a continuing basis after termination of this Agreement.
(5) The City will not be requested or demanded to assume any liability for the direct payment of any salary, wage, or other such compensation to any person employed by Consultant to perform the services described in this Agreement. (6) Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are employees of the City. b. The City represents and acknowledges the following:
(1) Consultant is solely responsible for determining who, under the supervision or direction of Consultant, will perform the services set forth in this Agreement. (2) The City will not hire, supervise, or pay any employees or assistants working for Consultant pursuant to this Agreement.
(3) Nothing in this Agreement shall be interpreted to imply that Consultant must maintain any contractual relationship with the City on a continuing basis after termination of this Agreement.
(4) It is the sole responsibility of Consultant to set the hours in which Consultant performs or plans to perform the services set forth in this Agreement. (5) Consultant is not required to devote full time to the business operations of the City in order to perform the services set forth in this Agreement. (6) Unless deemed necessary under certain circumstances, Consultant is not required to perform the services set forth in this Agreement at City Hall or on City-owned property. (7) Other than attendance at required public meetings and public hearings, and complying with the provisions of the Scope of Work set forth in Exhibit “A” and any procedural requirements set forth by law, Consultant is not required to perform the services set forth in this Agreement in any particular order or sequence.
(8) Nothing in this Agreement shall be interpreted to preclude Consultant from working for other persons or firms, provided that such work does not create a conflict of interest.
Section 9. NOT AGENT OF THE CITY
a. Nothing contained in this Agreement shall be deemed, construed, or represented by the City or Consultant or by any third person to create the relationship of principal and agent. b. Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind the City to any obligation whatsoever. 7 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056 Section 10. LICENSES AND PERMITS
Consultant represents that it has obtained and will maintain at all times during the Initial Term (and during the Option Period , if applicable) of this Agreement all required licenses, including but not limited to a City of Victorville business license, professional licenses or certifications, a California Contractor’s license of the appropriate class to perform the required installation work , and/or permits necessary for performing the services described in this Agreement.
Section 11. STANDARD OF PERFORMANCE; WARRANTY
a. Consultant agrees to perform all services required by this Agreement in a professional, competent, and workmanlike manner, in accordance with the degree of skill and diligence which is normally employed by reputable professionals performing similar services and work under similar conditions in the same or similar locality. Such services shall also be performed in a manner which i s reasonably satisfactory to Tony Camargo, Deputy City Manager, or his designee.
b. By executing this Agreement, Consultant warrants that it:
(1) Has thoroughly investigated and considered the services and work to be performed;
(2) Has investigated the issues regarding the scope of services to be provided; (3) Has carefully considered how the services and related work should be performed; and
(4) Fully understands the facilities, difficulties and restrictions associated with performance of the services required by this Agreement.
Section 12. FAMILIARITY WITH WORK
Should Consultant discover any latent or unknown conditions materially differing from those inherent in the services or as represented by the City, Consultant shall immediately inform the City of such fact and shall not provide any services, except at Consultant's risk, until written instructions are received from Tony Camargo, Deputy City Manager, or his designee.
Section 13. CONFLICTS OF INTEREST
Consultant covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of Consultant’s services under this Agreement. Consultant further covenants that in the performance of services under this Agreement, no officer, employee or agent of Consultant having such interest shall be employed by it. In the event the City determines that Consultant must disclose its financial interests by completing and filing a Fair Polit ical Practices Commission Form 700, Statement of Economic Interests, Consultant shall file such Form 700 with the City Clerk’s Office pursuant to 8 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056 the written instructions provided by the City Clerk. Acquisition or maintenance of a conflicting interest by Consultant may result in termination of this Agreement by the City.
Section 14. COMPLIANCE WITH LAWS
Consultant shall comply with all local, state, and federal laws and regulations applicable to the services to be rendered hereunder, including any rule, regulation, or bylaw governing the conduct or performance of Consultant or its employees, officers, or board members.
Section 15. COMMERCIAL GENERAL AND AUTOMOBILE LIABILITY
INSURANCE
a. Consultant shall procure and maintain at its own expense, during the Initial Term of this Agreement (and during the Option Period , if applicable) , Commercial General Liability Insurance, of not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal injury, death, loss, or damage resulting from the wrongful or negligent acts by Consultant or its officers, employees, servants, volunteers, and agents and independent contractors.
b. Consultant shall further procure and maintain, at its own expense, during the Initial Term of this Agreement, (and during the Option Period, if applicable), Commercial Vehicle Liability Insurance covering personal injury and property damage, of not less than One Million Dollars ($1,000,000) combined single limit, covering any vehicle utilized by Consultant or its officers, employees, servants, volunteers, agents and independent contractors in performing the services required by this Agreement.
Section 16. WORKERS' COMPENSATION INSURANCE
a. Consultant shall procure and maintain at its own expense, during the Initial Term of this Agreement (and during the Option Period , if applicable), Workers' Compensation Insurance, providing coverage as required by the California State Workers' Compensation Law. b. If any class of employees employed by the Consultant pursuant to this Agreement is not protected by the California State Workers' Compensation Law, Consultant shall provide adequate insurance for the protection of such employees to the satisfaction of the City.
Section 17. PROFESSIONAL LIABILITY INSURANCE
Consultant shall procure and maintain at its own expense, during the Initial Term of this Agreement (and during the Option Period, if applicable) Professional Liability Insurance or Errors and Omissions insurance as appropriate to Consultant’s profession shall be required and written on a policy form specifically designed to provide coverage for and protect against the negligent acts, errors and omissions of the Consultant in the performance of the services required by this Agreement. A minimum limit of $1,000,000 per claim and in the aggregate must be provided. 9 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056 Section 17.1 OTHER REQUIRED COVERAGES
a. Consultant shall procure and maintain at its own expense, during the Initial Term of this Agreement (and during the Option Period, if applicable), “Installation Floater” coverage with limits sufficient to insure the full replacement value of any property of equipment stored either on or off the project site that provides property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the contract work, including during transit, installation, and testing at the project site. Such coverage shall name the City as a loss payee as its interest may appear.
Section 18. ADDITIONAL INSURED
Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, all insurance policies, except for the Workers' Compensation and Professional Liability , shall be endorsed to name the City and its officers, employees, servants, volunteers, agents and independent contractors, including, without limitation, the City Attorney, as Additional Insureds.
Section 19. WAIVER OF SUBROGATION RIGHTS
Consultant shall require the carriers of all required insurance policies , to waive all rights of subrogation against the City and its officers, employees, servants, volunteers, agents, and independent contractors and subcontractors. Each policy of insurance shall be endorsed to reflect such waiver.
Section 20. PROOF OF INSURANCE COVERAGE; REQUIRED
ENDORSEMENTS
a. Consultant shall secure from a good and responsible company or companies authorized to transact insurance business in the State of California, the policies of insurance required by this Agreement and furnish to the City Clerk certificates of insurance evidencing the required coverage, and policy endorsements at least one (1) business day prior to the commencement of any services to be performed under this Agreement. b. The policies and certificates of insurance shall be endorsed to provide that in the event of cancellation or amendment of any required insurance policy for any reason whatsoever, the City shall be notified by mail, postage prepaid, not less than thirty (30) days before the cancellation or amendment is effective. In the case of cancellation for non-payment, ten (10) days advance written notice shall be given.
c. Each policy and certificate of insurance shall be endorsed to provide that the policy shall not be terminated or expire without first providing thirty (30) days written notice to the City of such termination or expiration.
d. Each policy and certificate of insurance shall be endorsed to provide that the policy will be maintained throughout the Initial Term (and during the Option Period, if applicable), of this Agreement.
10 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056 e. The commercial general liability and vehicle liability policies shall be endorsed to contain the following provision: “For any claims related to this contract, the Consultant’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.”
Section 21. TERMINATION OR SUSPENSION
a. This Agreement may be terminated by the City if sufficient funds are not appropriated or otherwise legally available to pay the compensation set out in Section 3, provided that the City provides Consultant at least thirty (30) days advance written notice of such termination by reason of non -appropriation or non-availability of funds . In the event of such termination, the City shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.
b. This Agreement may be terminated or suspended with cause by either Party at any time, provided that the Party initiating termination provides the other Party at least thirty (30) days advance written notice of s uch termination or suspension and the Party not initiating the termination fails to cure the default which is the cause of such termination within such thirty (30) days as further detailed in Section 43 of this Agreement . In the event of such termination, the City shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.
Section 22. TIME OF THE ESSENCE
Time is of the essence in the performance of this Agreement.
Section 23. INDEMNIFICATION
a. Except as set forth in Subsection b of this Section 23, and to the fullest extent permitted by law, Consultant shall immediately defend, indemnify, and hold harmless the City, its officers, employees, representatives, and agents (the “City Indemnitees”), from and against those actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and reasonable attorneys’ fees, for any personal injuries, deaths, or property damage, including property owned by the City (collectively “Claims”) which may arise out of Consultant's negligence or willful misconduct in the performance of the services described in this Agreement, unless such Claims are proven to be caused by the negligence or willful misconduct of the City Indemnitees. b. The provisions of this Subsection b apply only in the event that Consultant is a design professional within the meaning of California Civil Code section 2782.8 (“Design Professional”). The term Design Professional, as defined in said section, is limited to licensed architects, licensed l andscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. 11 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056 (1) Notwithstanding the provisions of Subsection a above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the City Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement. (2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this re ference.
Nothing in this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the City Indemnitees. c. The City does not and shall not waive any rights that it may have against Consultant under this Section, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.
d. The obligation to indemnify and defend, as set forth in this Section 23, is binding on the successors, assigns, or heirs of Consultant and shall survive the expiration or any early termination of this Agreement.
e. The Parties expressly agree that the Indemnity requirements specified in this Section 23 shall prevail and govern in the event of any conflict with the provisions of Exhibit F of NPPGov Contract No. PS24040, and in no event shall the damage cap stated in Section 7.2 of said Exhibit F apply to any of Consultant’s indemnity obligations in this Section.
Section 24. REPORTS
Upon request by Tony Camargo, Deputy City Manager, or his designee, or as otherwise required by this Agreement, including but not limited to, the Scope of Services set forth in Exhibit “A”, Consultant shall prepare and submit reports to the City concerning Consultant's performance of the services required by this Agreement.
Section 25. RECORDS
a. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable Tony Camargo, Deputy City Manager, or his designee, to evaluate the cost and the performance of such services. b. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles.
12 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056 c. Tony Camargo, Deputy City Manager , or his designee, shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. d. Records and supporting documents pertaining to the use of funds paid to Consultant hereunder shall be retained by Consultant and made available to Tony Camargo, Deputy City Manager, or his designee, for purposes of performing an audit for a period of five (5) years from the date of termination of this Agreement.
Section 26. PUBLIC RECORDS ACT
Consultant acknowledges that the City is a public agency subject to the California Public Records Act, Cal. Gov. Code § 7920.000 et seq., (the “CPRA”). As such, this Agreement and all records related to its formation, Consultant’s performance of Services, and City's payment are public records subject to disclosure upon request, unless a specific exemption in the CPRA applies. If Consultant’s proprietary information is contained in documents or information submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions, Consultant must clearly mark such information “Confidential and Proprietary,” identify the specific lines containing the information , and specify the CPRA section(s) supporting its claim of exemption. In the event of a request for such information, the City will make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, Consultant must obtain a protective order, injunctive relief, or other appropriate remedy from a court of law in San Bernardino County before the City is required to respo nd to the CPRA request. If Consultant fails to obtain such remedy within the time the City is required to respond to the CPRA request, City may disclose the requested information without any liability to Consultant. Consultant further agrees that it shall defend, indemnify, and hold the City harmless against any claim, action or litigation (including but not limited to all judgments, costs, and attorney’s fees) that may result from denial by City of a CPRA request for information arising from any representation, or any action (or inaction), by the Consultant. The Parties agree that the provisions of this Section, and those of Section 27 below, shall supersede those in Section 5 of Exhibit F of NPPGov Contract No. PS24040.
Section 27. CONFIDENTIALITY; OWNERSHIP OF WORK
a. Any and all documents and information obtained from the City or prepared by Consultant for the City shall be kept strictly confidential unless otherwise provided by applicable law. All City data, documents and information shall be returned to the City upon termination of the Agreement.
b. Any drawings, specifications, reports, records, documents, or other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of Tony Camargo, Deputy City Manager , or his designee, or as required by applicable law.
c. Consultant shall not disclose to any other entity or person any information regarding the activities of the City, except with the prior written approval of Tony Camargo, Deputy City Manager, or his designee, or as required by applicable law. 13 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056 d. All original documents, reports, designs, computer files and all other materials prepared by Consultant in the course of performing the services specific to this Agreement, whether completed or in progress, are the property of the City and shall be surrendered to the City upon the completion of Consultant’s services or when requested by Tony Camargo, Deputy City Manager, or his designee. Such materials may be used, reused or otherwise disposed of by the City without the permission of Consultant.
e. Consultant shall only be permitted to make public announcements of information related to this Agreement with the prior written consent of Tony Camargo, Deputy City Manager, or his designee.
f. Consultant’s covenants under this Section 27 shall survive the termination of this Agreement.
Section 28. PRINCIPAL REPRESENTATIVES
a. Manoj Mohan, Chief Growth Officer , is designated as the principal representative of Consultant for purposes of communicating with the City on any matter associated with the performance of the services set forth in this Agreement. b. Tony Camargo, Deputy City Manager , or his designee , shall be the principal representative of the City for purposes of communicating with Consultant on any matter associated with the performance of the services set forth in this Agreement. c. Either Party may designate another individual as its principal representative by giving written notice of such designation to the other Party.
Section 29. MODIFICATIONS AND AMENDMENTS; EXTRA SERVICES a. This Agreement may be modified or amended only by a written instrument signed by both Parties.
b. During the Initial Term, the City may request that the Consultant perform Extra Services. As used herein, "Extra Services" means any services, which are determined by the City to be necessary for the proper completion of Victorville Drone as First Responder Program, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. A written instrument signed by both Parties shall be required to authorize performance of and payment for Extra Services.
Section 30. ENTIRE AGREEMENT
a. This Agreement supersedes any and all prior or contemporaneous Agreements, either oral or written, between the City and Consultant with respect to the subject matter of this Agreement.
b. This Agreement contains all of the covenants and Agreements between the Parties with respect to the subject matter of this Agreement, and each Party to this Agreement 14 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056 acknowledges that no representations, inducements, promises, or Agreements have been made by or on behalf of any Party, except those covenants and Agreements in this Agreement. c. No Agreement, statement, or promise with respect to the subject matter of this Agreement, which is not contained in this Agreement, or in a valid modification or amendment to this Agreement, shall be valid or binding on either Party.
Section 31. AMBIGUITIES
This Agreement is in all respects intended by each Party hereto to be deemed and construed to have been jointly prepared by the Parties and the Parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted agains t either of them.
Except as expressly limited by this paragraph, all of the applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or ambiguity of this Agreement.
Notwithstanding the foregoing, the Parties agree that Exhibit “A” and Exhibit “B” are attached hereto for reference purposes and to the extent there are any ambiguities, inconsistencies or conflicts between the terms of this Agreement and Exhibit “A” or Exhibit “B”, the terms of this Agreement shall control and nothing set forth in Exhibit “A” or Exhibit “B” shall be deemed to supersede any of the provisions of this Consultant/Professional Services Standard Provider Agreement.
Section 32. NOTICES
a. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addr essed to the Parties as follows:
To the City:
To Provider:
Tony Camargo, Deputy City Manager
City Managers Department
City of Victorville
14343 Civic Drive
Victorville, CA 92392
Manoj Mohan, Chief Growth Officer
BRINC Drones, Inc.
3668 Albion Pl N
Seattle, WA 98103
b. Notices, payments, and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail. 15 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056 Section 33. NON-LIABILITY OF CITY OFFICERS AND
EMPLOYEES
No officer or employee of the City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to Consultant or to its successor(s), or for any breach of any obligation of the terms of this Agreement.
Section 34. REVIEW BY ATTORNEYS
Each Party hereto has had its attorney(s) review this Agreement and all related documents. Each Party hereto has consulted with its attorney(s) and has negotiated the terms of this Agreement based on such consultation.
Section 35. WAIVER
a. No waiver shall be binding unless executed in writing by the Party making the waiver.
b. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision.
c. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of such provision or any of the remaining provisions of this Agreement.
Section 36. ASSIGNMENT
This Agreement shall not be assigned by either Party without prior written consent of the other Party.
Section 37. CARE OF WORK
The performance of services by Consultant or the payment of money by the City shall not relieve Consultant from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to the City, when such incomplete, inaccurate or defective work is due to the negligence of Consultant.
Section 38. CAPTIONS AND HEADINGS
The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading.
16 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056 Section 39. SUCCESSORS, HEIRS, AND ASSIGNS
Except as otherwise expressly provided herein, this Agreement shall be binding upon the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties to this Agreement and, likewise, shall inure to the benefit of the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties.
Section 40. GENDER
In this Agreement, unless the context clearly requires otherwise, the masculine, feminine and neuter genders and the singular and the plural shall include one another.
Section 41. SEVERABILITY
If any one or more of the sentences, clauses, paragraphs, or sections contained herein is declared invalid, void, or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair, or invalidate any of the remaining sentences, clauses, paragraphs, or sections contained herein.
Section 42. GOVERNING LAW
The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the Parties under this Agreement, shall be construed pursuant to and in accordance with California law.
Section 43. DEFAULT
a. Failure or delay by any Party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided however, that if the Party who is otherwise claimed to be in default by the other Party commences to cure, correct, or remedy the alleged default within thirty (30) days after receipt of written notice specifying such default and shall diligently complete such cure, correction, or remedy, such Party shall not be deemed to be in default hereunder.
b. The Party claiming that a default has occurred shall give written notice of default to the Party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured Party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein.
c. Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
d. In the event that a default by any Party to this Agreement may remain uncured for more than thirty (30) days following written notice, as provided above, the injured Party shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings or by terminating this Agreement as set forth in Section 21.b. 17 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056 Section 44. CUMULATIVE REMEDIES
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercis e by it, at the same or different times, of any other rights or remedies for the same default of any other default by the other Party.
Section 45. VENUE
All proceedings involving disputes over the terms, provisions, covenants, or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or f orum in San Bernardino County, California.
Section 46. ATTORNEYS’ FEES
In the event any action, suit, or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement, or as a result of any alleged breach of any provision of this Agreement, the prevailing Party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees, from the losing Party, and any judgment or decree rendered in such a proceeding shall include an award thereof.
Section 47. EFFECTIVENESS OF AGREEMENT
This Agreement shall not be binding upon the City, until signed by the authorized representative(s) of Consultant, approved by the City’s Risk Manager, and executed by the authorized City personnel or Mayor.
Section 48. REPRESENTATIONS OF PARTIES AND PERSONS EXECUTING
AGREEMENT
a. Each of the Parties to this Agreement hereby represents that all necessary and appropriate actions of their governing bodies have been taken to make this Agreement a binding obligation of each of the Parties hereto.
b. The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the Parties each purports to represent.
Section 49. COUNTERPARTS
This Agreement may be executed by the Parties in counterparts, and when executed by each of the Parties, each counterpart shall be deemed to be a part of this Agreement. (END OF THIS PAGE)
18 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the dates written below.
THE CITY OF VICTORVILLE BRINC DRONES, INC.
By: ______________________________ By: _____________________________ Elizabeth Becerra, Manoj Mohan,
Mayor Chief Growth Officer
Dated: ___________________________ Dated: __________________________ ATTEST
By: ______________________________
Jennifer Thompson,
City Clerk
Dated: ___________________________
APPROVED AS TO STANDARD FORM:
By: ______________________________
Andre de Bortnowsky,
City Attorney
Dated: ___________________________
By: ______________________________
Sandra Bostick,
Risk Manager
Dated: ___________________________
P:\APPS\WPDATA\VVCA\0001-45 AGREEMENTS REVIEW & TEMPLATES\BRINC DRONES INC\300.4-BRINC PL DRAFT AGREE CITY (LS) DRAFT 10.01.25 TLT ADDIT REV.DOCX 19 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056
EXHIBIT A
SCOPE OF SERVICES
Scope of Services for Drone as First Responder (DFR)
BRINC DFR Program
Prepared for: City of Victorville
Prepared by: BRINC Drones, Inc.
Date: 9/15/2025
1. Hardware
Objective:
To provide and deploy the necessary hardware components required for the successful operation of the DFR program.
Deliverables:
1. 3x Responder Stations
○ Complete, pre-configured responder stations equipped for operation in various environments.
○ Each station will include necessary peripherals (e.g., monitors, control systems, communication tools, etc.).
2. 3x Responder Drones
○ Three (3) Responder Drones for deployment in patrol/DFR operations. ○ Each drone will be fully equipped with necessary communication systems, GPS, and operational tools.
○ Drones will be configured for rapid response and tactical operations.
3. 1x Lemur 2 Tactical Drone
○ One (1) Lemur 2 Drone designed for tactical missions. ○ This drone will serve as a specialized platform for advanced interior/close quarters operations.
4. Hardware Upgrades
○ Every two years from contract start date BRINC will provide a full hardware refresh for 3x Responder and 1x Lemur airframes. Refresh of Responder Stations if required for new Responder airframe.
2. Software
Objective:
To deploy and integrate the Live Operations (LiveOps) software to support DFR, enable teleoperations, enhance operational efficiency, and improve tactical capabilities.
Deliverables:
1. LiveOps DFR
○ Deployment and integration of LiveOps DFR software.
○ This software will provide live data feeds, real-time monitoring, and two way communications functionality.
○ Installation, configuration, and testing of LiveOps DFR on all Responder hardware systems.
2. LiveOps Tactical
○ Deployment and integration of LiveOps Tactical software to enhance tactical planning, communication, and coordination with Lemur 2
○ Full system configuration, integration, and validation with hardware.
3. Training
Objective:
To ensure all personnel are proficient in the operation and management of the new hardware and software systems.
Deliverables:
1. On-Site Training
○ Comprehensive, hands-on training sessions for all hardware and software components.
○ Training will cover:
■ Hardware operation (Basic Ground School - Responder Stations, Drones, Lemur 2 Tactical Drone)
■ Software navigation and functionality (LiveOps DFR, LiveOps Tactical) ■ Operational best practices and safety protocols.
■ Train-the-Trainer Course
2. Training Materials
○ Provide user manuals, operation guides, and troubleshooting resources. ○ Digital and printed materials for all personnel undergoing training.
4. Project Management & Installation
Objective:
To ensure a smooth and efficient deployment of all hardware and software, with full operational readiness upon installation.
Deliverables:
1. Physical Site Survey
○ Conduct a detailed Physical Site Survey to assess installation locations for responder stations and RF Infrastructure.
○ This includes identifying optimal placement for equipment, ensuring necessary space, power, and network connectivity.
2. RF Site Survey
○ Perform an RF Site Survey to evaluate the necessary communication infrastructure for drone operations.
○ Identify potential interference issues and configure communication channels for optimal performance.
3. Station Installation and Validation
○ Full installation of the Responder Stations on-site, ensuring proper connectivity, functionality, and integration with all relevant systems. ○ Validation of installation to ensure all hardware and software are fully operational.
5. Regulatory/Waiver Support
Objective:
To ensure all necessary regulatory compliance and waivers are in place for operating drones, especially in sensitive or restricted airspace.
Deliverables:
1. Waiver and Regulatory Support
○ Provide guidance and support for obtaining necessary regulatory waivers, including BVLOS (Beyond Visual Line of Sight) operations. ○ Assist with the submission of regulatory documents, ensuring compliance with FAA regulations and local laws.
○ This includes supporting the waiver for BVLOS without a Visual Observer (VO) and ensuring that all drone operations are legally authorized.
6. BRINC Support Program
Objective:
To provide long-term support and service for all hardware and drones to ensure continued operational effectiveness.
Deliverables:
1. No Questions Asked Repair/Replacement
○ No questions asked repair or replacement on all airframes for drones, ensuring minimal downtime for operations.
○ Repairs and replacements will be provided at no additional cost, with a limit of one camera replacement per year for Responder Drones; manufacturer defects will be rectified by BRINC at no additional cost to the Agency.
2. BRINC Loaner Program
○ In case of repairs or replacements, a loaner program will provide temporary replacement drones to ensure continuity of operations during downtime. 20 Consultant/Professional Services Provider Agreement/BRINC Drones, Inc./Project ESC26-056
EXHIBIT B
CONSULTANT’S QUOTE/
COST PROPOSAL
Victorville DFR - Victorville Police
Department
City of Victorville
14343 Civic Dr
Victorville, CA 92392
United States
Reference: 20250423-215502950
Quote created: April 23, 2025
Quote expires: December 31, 2025
Quote created by: Joe Schmidt
Sr. Territory Sales Executive
[email protected]
+15035518494
Any applicable taxes the agency owes will be added when invoicing if they are not included in this quote. If the agency is tax-exempt, please provide documentation to your BRINC Drones point of contact.
This quote is governed by the terms and conditions in NPPGov contract number PS24040.
Item & Description Quantity & Total
Year 1 - Victorville Drone as First Responder Program 1 x $254,997.45
3x Responder w/ Station DFR
1x Lemur 2
LiveOps DFR
LiveOps Tactical
Inclusive of parachute attachments
RF Infrastructure
BRINC Support Program:
No questions asked repairs/replacements on all airframes.
Limit 1x camera replacement per year for Responder. (manufacturer-related camera de‐ fects will be rectified by BRINC.)
Installation and Maintenance on Station included
Waiver and Regulatory Support to include Shielded BVLOS Waiver $299,997.00
after 15% discount
Item & Description Quantity & Total
Year 2 - Victorville Drone as First Responder Program 1 x $254,997.45
Year 3 - Victorville Drone as First Responder Program 1 x $254,997.45
One-time subtotal $764,992.35
Sales Tax $66,936.83
8.75% tax
Total $831,929.18
Total contract value $831,929.18
Purchase Terms and Bundle Details
L i v e O p s D F R
L i v e O p s T a c t i c a l
B R I N C S u p p o r t P r o g r a m :
N o q u e s t i o n s a s k e d r e p a i r s / r e p l a c e m e n t s o n a l l a i r f r a m e s L i m i t 1 x c a m e r a r e p l a c e m e n t p e r y e a r $299,997.00
a f t e r 1 5 % d i s c o u n t
H a r d w a r e r e f r e s h f o r 3 x R e s p o n d e r , 1 x L e m u r 2 R e f r e s h o f R e s p o n d e r S t a t i o n s i f r e q u i r e d f o r n e w R e s p o n d e r a i r f r a m e s L i v e O p s D F R
L i v e O p s T a c t i c a l
I n c l u s i v e o f p a r a c h u t e a t t a c h m e n t s B R I N C S u p p o r t P r o g r a m :
N o q u e s t i o n s a s k e d r e p a i r s / r e p l a c e m e n t s o n a l l a i r f r a m e s .
L i m i t 1 x c a m e r a r e p l a c e m e n t p e r y e a r f o r R e s p o n d e r . ( m a n u f a c t u r e r - r e l a t e d c a m e r a d e ‐ f e c t s w i l l b e r e c t i fi e d b y B R I N C . ) I n s t a l l a t i o n a n d M a i n t e n a n c e o n S t a t i o n i n c l u d e d $299,997.00
a f t e r 1 5 % d i s c o u n t
a f t e r $ 1 3 4 , 9 9 8 . 6 5 d i s c o u n t
Signature
Signature Date
Printed name
Countersignature
Countersignature Date
Printed name
Questions? Contact me
Joe Schmidt
Sr. Territory Sales Executive
[email protected]
+15035518494
BRINC
3668 Albion Pl N
Seattle, WA 98103
United States