HomeMy WebLinkAboutContracts & Agreements_66-2015_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of consulting services associated with Atlanta Drone
Consultants, LLC ("Agreement") is made and entered in this 7th day of April, 2015 ("Effective
Date"), by and between the City of Redlands, a municipal corporation ("City)" and Atlanta
Drone Consultants, LLC ("Consultant"). City and Consultant are sometimes individually referred
to herein as a "Party" and, together, as the "Parties." In consideration of the mutual promises
contained herein, City and Consultant agree as follows:
ARTICLE 1 —ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide assistance with completion of an application
to the United States Federal Aviation Administration ("FAA") for a public aircraft
Certificate of Authorization and Waiver ("COA") sufficient to permit operation,
consistent with the terms of any issued COA, of a DJI Phantom 2 Vision + quad-rotor
unmanned aerial vehicle (the"Aircraft") for City's Fire Department(the "Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2 —SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform consist of assisting the City with the COA
application and approval process. This may include assistance with: (a) determining in
conjunction with City its desired use of the Aircraft, (b) selecting and submitting
technical data about the Aircraft obtained from Daijiang Innovation Technology, Inc.
("DJI"), (c) obtaining and submitting information about City's intended use of the
aircraft, (d) assisting the City in formulating operational procedures for use of the
Aircraft by the City, (e) assisting City in formulating emergency, lost-link, and lost
communication procedures for operation of the Aircraft by City, (f) obtaining and
submitting information about the City's intended operational area and flight plans for use
of the Aircraft, and (g) interacting with relevant FAA staff to resolve issues or concerns
related to the City's COA application for use of the Aircraft.
2.2 City acknowledges that Consultant has extensive expertise and experience in providing
services similar to the Services, and that Consultant intends to utilize such expertise,
experience, products and tools in providing consulting services and other services to
other clients. Nothing within this Agreement shall restrict or limit Consultant from
performing such consulting or other services to any other entity.
2.3 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement.
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ARTICLE 3 —RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City shall provide consideration for the Services by consenting to furnish to Consultant
certain information about City's operations, budget, and service preferences as well as
feedback about the Services which Consultant may use to modify and refine the provision
of services similar to the Services of other entities. City shall provide further
consideration by permitting Consultant to use the fact of the provision of the Services and
details about the Services provided to City in advertising and promotional materials.
3.3 City designates Jeff Frazier, Fire Chief, as City's representative with respect to
performance of the Services, and such person shall have the authority to transmit
instructions, receive information, interpret and define City's policies and decisions with
respect to performance of the Services.
ARTICLE 4—PERFORMANCE OF SERVICES
4.1 Services shall commence upon the approval of this Agreement by City and shall
terminate upon the earliest of(a) the approval of the COA application for the Aircraft by
the FAA, (b) the voluntary termination of the Services by either Party, or (c) the passage
of 365 days from the date of execution of the Agreement by City. The Services shall be
limited to preparation, submission, and support of a single COA application for the
Aircraft.
4.2 If ConsuItant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to City, consistent with City
Council adopted policy for the same. It shall be the obligation of Consultant to obtain a
copy of such policy from City Staff.
4.3 Consultant shall not be liable for any alleged personal or property damages of any kind
resulting from actions undertaken by City either during the duration of the Services or in
the operation of the Aircraft or any other unmanned aerial vehicle whether during the
duration of the Services or after their termination. The operation of the Aircraft shall be
under the exclusive control and direction of City. Operation of unmanned aerial vehicles
is a high-risk undertaking and may pose a risk of bodily and property harm to operators,
observers, other service members, bystanders, and civilian members of the public.
Operation of the Aircraft and other unmanned aerial vehicles is heavily regulated by the
FAA and other regulatory and law enforcement entities and unlawful operation of
unmanned aerial vehicles, including the Aircraft may result in fines, sanctions, or other
monetary or non-monetary damages.
4.4 City consents that Consultant may represent that it is providing or has provided. the
Services to City including through the use of City's name or logo (or any trade name,
trademark, service mark, symbol or any abbreviation, contraction or simulation thereof
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used by City) and a general description of City's operations. During duration of the
Services, Consultant may take photographs and/or video recordings of its provision of the
Services which may include City personnel, equipment, or real or personal property. City
consents that Consultant may use such photographs and/or recordings in marketing or
publicity efforts.
ARTICLE 5 —PAYMENTS TO CONSULTANT
5.1 Consultant shall not charge City a professional fee for provision of the Services.
Consultant shall bear all of its own expenses associated with provision of the Services to
City. City shall bear all of its own expenses associated with Consultant's provision of the
Services, including any cost, fee, or expense City would have otherwise borne had it
engaged in the COA application process without the assistance of Consultant.
5.2 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with
return receipt requested; (iii) on the actual delivery date if deposited with an overnight
courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent
contemporaneously by first class, certified, registered or express mail; in each case
properly posted and fully prepaid to the appropriate address set forth below, or such other
address as a Party may provide notice in accordance with this section:
Ci1y Consultant
Jeff Frazier, Fire Chief Matt Sloane, President
Redlands Fire Department Atlanta Drone Consultants, LLC
City of Redlands 332 West Benson Street
35 Cajon Street, Suite 12 Decatur, GA 30030
PO.Box 3005 (mailing)
Redlands, CA 92373
ARTICLE 6—INSURANCE AND INDEMNIFICATION
6.1 Insurance required by this Agreement shall be maintained by Consultant for the duration
of its performance of the Services. Consultant shall not perform any Services unless and
until the required insurance listed below is obtained by Consultant. Consultant shall
provide City with certificates of insurance and endorsements evidencing such insurance
prior to commencement of the Services. Insurance policies shall include a provision
prohibiting cancellation or modification of the policy except upon thirty (30) days prior
written notice to City.
6.2 Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self-insured or exempt from the workers' compensation laws of
the State of California. Consultant shall provide City with Exhibit "A," entitled
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"Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference prior to occupancy of the Premises.
6.3 Consultant shall secure and maintain comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per
occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property
damage and personal injury is required. City shall be named as an additional insured and
such insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
6.4 Consultant shall secure and maintain professional liability insurance throughout the term
of this Agreement in the amount of One Million Dollars($1,000,000)per claim made.
6.5 Consultant shall have business auto liability coverage, with minimum limits of One
Million Dollars ($1,000,000)per occurrence, combined single limit bodily injury liability
and property damage liability. This coverage shall include all Consultant owned vehicles
used in connection with Consultant's provision of the Services, hired and non-owned
vehicles, and employee non-ownership vehicles. City shall be named as an additional
insured and such insurance shall be primary and non-contributing to any insurance or self
insurance maintained by City.
6.6 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by any negligent act or omission by, or the willful misconduct of, Consultant, or its
officers, employees and agents in performing the Services.
6.7 City acknowledges that Consultant is not a law firm and that none of Consultant's
employees, members, officers, or directors are attorneys licensed to practice law in the
state of California. Provision of the Services does not constitute the practice of law and
Consultant does not undertake to provide legal advice to City as part of the Services.
Operation of unmanned aerial vehicles such as the Aircraft is a heavily-regulated activity
and City may consult with or retain legal counsel at its exclusive cost and discretion.
ARTICLE 7—CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income, interest in real property or investment that would be affected in any manner or
degree by the performance of Consultant's Services. Consultant further covenants and
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
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A. Does not make a governmental decision whether to:
(i) approve a rate,rule or regulation,or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize the City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design,report, study or similar item;
(vi) adopt or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perform the same or substantially
the same duties for City that would otherwise be performed by an individual
holding a position specified in City's Conflict of Interest Code under Government
Code section 87302.
7.3 In the event City determines that Consultant must disclose its financial interests,
Consultant shall complete and file a Fair Political Practices Commission Form 700,
Statement of Economic Interests, with the City Clerk's office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8 —GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of in-house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement.
8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other
documents developed by Consultant in connection with its performance of the Services,
and any copyright interest in such documents, shall become the property of City and shall
be delivered to City upon completion of the Services, or upon the request of City. Any
reuse of such documents, and any use of incomplete documents, shall be at City's sole
risk.
8.4 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor its agents shall have
control over the conduct of Consultant or Consultant's employees, except as herein set
forth. Consultant shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account
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only, and in no event shall Consultant or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Consultant
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority, express or implied, to
bind City to any obligation.
8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City. This Agreement may be terminated
by City, in its sole discretion, by providing not less than fourteen (14) days prior written
notice to Consultant of City's intent to terminate. If this Agreement is terminated by
City, an adjustment to Consultant's compensation shall be made, but (1) no amount shall
be allowed for anticipated profit or unperformed Services, and (2) any payment due
Consultant at the time of termination may be adjusted to the extent of any additional costs
to City occasioned by any default by Consultant. Upon receipt of a termination notice,
Consultant shall immediately discontinue its provision of the Services and, within five(5)
days of the date of the termination notice, deliver or otherwise make available to City,
copies (in both hard copy and electronic form, where applicable) of project related data,
design calculations, drawings, specifications, reports, estimates, summaries and such
other information and materials as may have been accumulated by Consultant in
performing the Services. Consultant shall be compensated on a pro-rata basis for Services
completed up to the date of termination.
8.6 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Consultant.
8.7 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained
herein, and any prior negotiations,written proposals or verbal agreements relating to such
matters are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.9 If one or more of the sentences, clauses, paragraphs or sections contained in this
Agreement 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 the remaining sentences, clauses, paragraphs or
sections contained herein, unless to do so would deprive a Party of a material benefit of
its bargain under this Agreement.
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IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed
in confirmation of this Agreement.
CITY OF REDLANDS ATLANTA DRONE CONSULTANTS, LLC
ByC31` V By:
Paul W. Foster, Mayor Matt Sloane, President
Attest:
Sam Irw , City Clerk
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EXHIBIT "A"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of
the following ways:
(a) By being insured against liability to pay compensation by one or more insurers
duly authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self-insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self-insure and to pay any compensation that
may become due to his or her employees.
CHECK ONE
I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and I will comply with such provisions
before commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code §1861).
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such
that I become subject to the workers' compensation laws of California, immediately I shall
provide the City with a certificate of consent to self-insure, or a certification of workers'
compensation insurance.
I certify under penalty of perjury under the laws of the State of California that the information
and representations made in this certificate are true and correct.
Atlanta Drone Consultants, LLC Date:
By:
Matt Sloane, President
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