Sample_Professional_Services_Agreement.docx
DOCX document 91 KB Posted
- Attached to
- Drone as First Responder Program
- Solicitation number
- 2026-RFP-041
- Issued by
- Riverside County, California
About this file
This is a Professional Services Agreement template prepared by the City of Palm Desert for a Drone as First Responder Program, developed in coordination with the Cities of Rancho Mirage and Indian Wells through the Cove Communities Services Commission. The City seeks a qualified consultant to provide comprehensive drone services to enhance public safety response, real-time situational awareness, and emergency incident coordination. The program will support authorized public safety operations by enabling drones to respond rapidly to calls for service and approved incidents, providing aerial information to first responders, supervisors, and command staff. Services include aircraft, docking stations, batteries, cameras, sensors, communications equipment, software, cloud services, livestreaming, mapping, telemetry, evidence management, data storage, audit logs, integrations with the Riverside County Sheriff's Office Real-Time Crime Center/Real-Time Intelligence Center, transparency tools, training, maintenance, warranties, repairs, replacement equipment, cybersecurity, technical support, regulatory support, and project management. The agreement term is three years with the City's unilateral option to renew for two additional one-year terms, for a maximum potential term of five years, contingent on satisfactory performance, continued operational need, available funding, required approvals, and consultant compliance with all agreement requirements.
Compensation shall be paid at rates specified in Exhibit C, with total compensation not to exceed an amount to be inserted by the City without written approval of City Council or the City Manager. The total compensation must include all costs necessary to provide services unless expressly excluded in Exhibit C and approved in writing by the City. The consultant shall not charge for aircraft, docks, batteries, software, user licenses, storage, evidence management, video storage, cloud services, integrations, implementation, training, maintenance, support, cybersecurity, technology refresh, replacement equipment, third-party services, connectivity, travel, shipping, or taxes unless expressly included in Exhibit C or previously approved. Usage-based overage, data-egress, API, viewer, seat, storage, retention, support, implementation, travel, shipping, reactivation, or transition charges are prohibited unless identified in Exhibit C and approved by the City. Monthly invoices detailing services and hours rendered are required, with payment due within thirty days of receipt. The consultant shall maintain all required insurance policies, including general liability ($1,000,000 per occurrence), automobile liability ($1,000,000 combined single limit), professional liability ($1,000,000), workers' compensation (statutory limits), and cyber liability ($1,000,000). The City retains the right to terminate the agreement at any time without cause upon seven days' written notice, for convenience at the end of the first contract year or thereafter, or for cause including non-appropriation, regulatory non-compliance, cybersecurity risk, or material performance failure.
View the file
Other files
| File | Type | Posted |
|---|---|---|
| Drone_as_First_Responder_Program.pdf |
On GovTribe
Work with this file
- Download the original file
- Contacts named in this file
- Similar government files
- Ask GovTribe AI about this file
Text version
CITY OF PALM DESERT
PROFESSIONAL SERVICES AGREEMENT
1. Parties and Date. This Agreement is made and entered into on Date, by and between the City of Palm Desert, a municipal corporation organized under the laws of the State of California with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California 92260-2578 (“City”) and COMPANY NAME, Choose an item., with its principal place of business at COMPANY ADDRESS ("Consultant"). The City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."
1.1 City Council Approval.
On _____________, City Council approved the award of this Agreement to the Consultant above.
| 2. | Recitals. | |
| 2.1 | Project. |
The City is a public agency of the State of California and is in need of professional services for the following project:
Drone as First Responder Program (hereinafter referred to as “the Project”).
2.2 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant is duly licensed and has the necessary qualifications to provide such services.
3. Terms.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
| 3.1.2 | Term. | The term of this Agreement shall be from _____________, to ______________, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement for two (2) additional one-year terms, for a maximum potential term of five (5) years. Renewal shall be subject to satisfactory Consultant performance, continued operational need, available funding and appropriations, required approvals, and Consultant’s continued compliance with all applicable laws, regulations, City policies, cybersecurity requirements, insurance requirements, and the requirements of this Agreement. The City may decline to renew this Agreement for any reason or no reason, without penalty or additional charge. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules, milestones, implementation deadlines, support obligations, warranty obligations, data return obligations, transition obligations, and post-termination obligations set forth in this Agreement and its Exhibits. |
| 3.2 | Responsibilities of Consultant. |
3.2.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Any personnel performing the Services shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees, or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work, equipment, software, integrations, implementation services, data services, cybersecurity controls, training, reports, and deliverables prepared or provided by Consultant shall be subject to review, testing, and approval by the City. No product, service, system, subscription, software module, integration, drone, dock, hardware component, or deliverable shall be deemed accepted until the City has confirmed, in writing, that the applicable acceptance criteria have been satisfied. Acceptance shall require, at a minimum, successful completion of City-approved testing for core flight functionality, docking and charging, livestreaming, video retention/export, user access controls, audit logs, RTCC/RTIC compatibility, cybersecurity controls, evidence and non-evidence data handling, transparency portal functionality, and any required FAA, FCC, or other regulatory approvals or waivers. Payment, shipment, delivery, installation, access to software, or use during testing shall not constitute final acceptance by the City. Consultant shall correct any nonconforming Services at its sole cost and without delay. The City may withhold payment for any nonconforming, incomplete, undocumented, insecure, or unaccepted Services.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows: Name, Title
3.2.5 City's Representative. The City hereby designates Name, Title, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the scope of services or change the Consultant's total compensation subject to the provisions contained in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Name, Title, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants, and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re‑employed to perform any of the Services or to work on the Project.
3.2.8.1 Drone as First Responder Standard of Performance. Consultant represents and warrants that it has the experience, personnel, technical capability, cybersecurity capability, regulatory knowledge, public safety technology experience, and operational support capacity necessary to provide the Drone as First Responder Program Services required by this Agreement. Consultant shall perform all Services in a professional, competent, secure, reliable, and workmanlike manner consistent with the standards generally recognized for public safety drone, aviation technology, cloud software, evidence management, cybersecurity, and public safety system integration services. Consultant shall ensure that all Services are suitable for use in a municipal public safety environment and shall not degrade the City’s or its public safety partners’ ability to comply with applicable law, public records obligations, criminal justice information requirements, evidence retention obligations, or operational policies. Consultant shall not rely on any general disclaimer, “as-is” software term, online term, product warning, third-party term, quote term, or other limitation to avoid its express obligations under this Agreement
3.2.9 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.
Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.
Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation. Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.
3.2.10 Laws and Regulations; Employee/Labor Certification. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.
3.2.10.1 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement and shall not violate any such law at any time during the term of the Agreement.
| 3.2.10.2 | Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer, and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, physical disability, ancestry, sex, age, marital status, gender, gender identity, gender expression, sexual orientation, reproductive health decision making, veteran or military status, or any other consideration made unlawful by federal, state, or local laws. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. |
| 3.2.10.3 | Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. |
3.2.10.4 Drone, Aviation, FCC, Cybersecurity, and Public Safety Compliance. Consultant shall provide all Services in compliance with all applicable federal, state, and local laws, rules, regulations, ordinances, policies, and requirements applicable to the Services, including those related to unmanned aircraft systems, public safety operations, airspace, radio frequency communications, cybersecurity, privacy, data protection, public records, evidence management, export controls, supply-chain restrictions, procurement restrictions, and public agency contracting. Without limiting the foregoing, Consultant shall support compliance with all applicable FAA operational, registration, Remote ID, waiver, certificate of authorization, pilot qualification, maintenance, reporting, and airspace requirements; all applicable FCC licensing, equipment authorization, interference, and radiofrequency requirements; and all applicable City and public safety partner policies. Consultant shall immediately notify the City if any law, rule, approval, waiver, certificate, equipment authorization, export-control restriction, supply-chain restriction, manufacturer restriction, or third-party condition may affect the legality, availability, security, supportability, or operational use of any component of the Services.
Consultant shall support, assist, and provide documentation reasonably necessary for the City and its designated public safety partners to comply with applicable Federal Aviation Administration requirements, Federal Communications Commission requirements, California public safety requirements, California public records requirements, data retention requirements, and any applicable local policy, reporting, training, transparency, approval, inventory, or annual review process.
Nothing in this Agreement transfers flight command authority, law enforcement authority, emergency response authority, or governmental decision-making authority to Consultant unless expressly stated in a written amendment approved by the City. Consultant shall not conduct operational drone flights on behalf of the City unless expressly authorized in writing and unless all required approvals, insurance, licenses, certifications, policies, and operating procedures are in place. Consultant shall not represent that it has authority to act for the City, obtain regulatory approvals on the City’s behalf, or make operational, deployment, evidentiary, retention, disclosure, or law enforcement decisions for the City unless expressly authorized in writing.
3.2.11 Insurance.
| 3.2.11.1 | Minimum Requirements. Without limiting Consultant’s indemnification of City, and prior to commencement of the Services, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form that is satisfactory to City. | |
| (A) | General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. | |
| (B) | Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. The City’s Risk Manger may modify this requirement if it is determined that Consultant will not be utilizing a vehicle in the performance of his/her duties under this Agreement. | |
| (C) | Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. | Comment by Oscar Verdugo: BBK - Due to the nature of the Services provided, I would also check with the City’s Risk Manager to see if there is some sort of specialized tech E&O coverage that would cover technology services, software, cloud services, cybersecurity services, implementation, integration, maintenance, support, and data handling. |
| (D) | Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, volunteers, and representatives. | |
| (E) | Umbrella or Excess Liability Insurance. Consultant may opt to utilize umbrella or excess liability insurance in meeting insurance requirements. In such circumstances, Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability and employer’s liability. Such policy or policies shall include the following terms and conditions: | |
| (1) | A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; | |
| (2) | Pay on behalf of wording as opposed to reimbursement; | |
| (3) | Concurrency of effective dates with primary policies; and | |
| (4) | Policies shall “follow form” to the underlying primary policies. | |
| (5) | Insureds under primary policies shall also be insureds under the umbrella or excess policies. | |
| (F) | Fidelity Coverage. Reserved. | |
| (G) | Cyber Liability Insurance. Consultant shall procure and maintain Cyber Liability insurance with limits of $1,000,000 per occurrence/loss, which shall include the following coverage: | Comment by Oscar Verdugo: BBK - Because of the drone component of this Agreement, I would consult with City’s Risk manager whether it would be appropriate to raise the limits for cyber liability and/or require separate coverage specific to drones/unmanned aircraft systems. |
| (1) | Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination, or use of the confidential information. | |
| (2) | Network security liability arising from the unauthorized use of, access to, or tampering with computer systems. | |
| (3) | Liability arising from the failure of technology products (software) required under the contract for Consultant to properly perform the services intended. | |
| (4) | Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights. | |
| (5) | Liability arising from the failure to render professional services |
If coverage is maintained on a claims-made basis, Consultant shall maintain such coverage for an additional period of three (3) years following termination of the Agreement.
| 3.2.11.2 | Other Provisions or Requirements. |
| (A) | Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. |
| (B) | Duration of Coverage. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, his/her agents, representatives, employees or subconsultants. |
| (C) | Primary/Non-Contributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. |
| (D) | City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications, or is canceled and not replaced, City has the right, but not the duty, to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Consultant, or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may terminate this Agreement. |
| (E) | Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. |
| (F) | Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees, volunteers, and representatives or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its elected or appointed officers, agents, officials, employees, volunteers and representatives and shall require similar written express waivers and insurance clauses from each of its subconsultants. |
| (G) | Enforcement of Contract Provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. |
| (H) | Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. |
| (I) | Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. |
| (J) | Additional Insured Status. General liability, automobile liability, and if applicable, pollution liability and cyber liability, policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, volunteers and representatives shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement, under such policies. This provision shall also apply to any excess/umbrella liability policies. |
| (K) | Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. |
| (L) | Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. |
| (M) | Pass Through Clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the Project who is brought onto or involved in the Project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subconsultants, subcontractors, and others engaged in the Project will be submitted to City for review. |
| (N) | City’s Right to Revise Specifications. The City and the City’s Risk Manager reserve the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. If the City reduces the insurance requirements, the change shall go into effect immediately and require no advanced written notice. |
| (O) | Self-Insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. |
| (P) | Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. |
| (Q) | Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. |
| 3.2.12 | Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. Failure to comply with laws, regulations, and ordinances listed in this Section is a violation of federal and state law. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations, and policies of this Section. |
3.2.13 Drone as First Responder Program Requirements. Consultant shall provide the Services necessary to implement, support, maintain, and sustain a Drone as First Responder Program as more fully described in Exhibit “A.” Consultant shall provide a complete, operational, legally compliant, secure, and City-accepted system and shall not treat any function reasonably necessary for the Project’s intended public safety use as optional unless expressly identified as optional in Exhibit “A” and separately priced in Exhibit “C.” The Services may include, but are not limited to, aircraft, docking stations, batteries, cameras, sensors, communications equipment, software, cloud services, livestreaming, mapping, telemetry, evidence management, data storage, audit logs, integrations, RTCC/RTIC compatibility, transparency tools, training, maintenance, warranties, repairs, replacement equipment, cybersecurity, technical support, regulatory support, and project management.
3.2.14 RTCC / RTIC Integration. Consultant shall ensure that the proposed system is capable of supporting live drone video, telemetry, mapping, and related operational information within the Riverside County Sheriff’s Office Real-Time Crime Center / Real-Time Intelligence Center environment and other authorized command center environments. Consultant shall coordinate with the City and authorized public safety partners to confirm all operational, technical, security, authentication, access-control, audit-log, and network requirements before implementation. Consultant shall identify and provide all software, hardware, licensing, stream formats, APIs, authentication methods, user permissions, network requirements, cybersecurity controls, and third-party components necessary for RTCC/RTIC display, video routing, workstation viewing, video wall compatibility, and multi-user operational viewing. Consultant shall not enable access by any person or agency unless authorized by the City or an authorized public safety partner, and all such access shall be logged, role-based, limited to the authorized purpose, and subject to audit.
3.2.15 Technology Refresh and Product Improvements. Consultant shall describe and provide, as applicable, technology refresh, model upgrades, replacement equipment, software upgrades, firmware updates, cybersecurity updates, regulatory updates, battery improvements, camera and sensor improvements, docking system improvements, evidence management improvements, transparency portal improvements, and other product enhancements during the term of this Agreement. Consultant shall clearly identify which upgrades, refreshes, replacements, and enhancements are included in the compensation set forth in Exhibit “C” and which, if any, require additional written approval by the City. Consultant shall not materially reduce system functionality, security, privacy protections, access controls, audit logs, retention capabilities, export capabilities, evidence management capabilities, transparency functionality, RTCC/RTIC integration, or regulatory compliance features during the term of this Agreement without prior written approval from the City. If any aircraft, dock, communication system, camera, sensor, controller, software, cloud service, or critical component becomes restricted, prohibited, unsupported, unavailable, or non-compliant during the term of this Agreement, Consultant shall promptly notify the City in writing and provide a corrective action plan, mitigation plan, or contract-compliant replacement solution acceptable to the City. Any replacement solution shall provide materially equivalent or better functionality, security, interoperability, data access, and regulatory compliance at no additional cost to the City unless the City approves the cost in writing. Consultant shall not use technology refresh, end-of-life, product sunset, or manufacturer discontinuation as a basis to impose unapproved fees or reduce the Services.
3.2.16 Product Availability and Third-Party Dependencies. Consultant shall disclose whether any aircraft, dock, battery, camera, sensor, software module, integration, transparency portal, evidence feature, or operational capability is currently available, generally released, in beta, in pilot testing, pre-release, under development, or dependent on a future release. Consultant shall identify all third-party hardware, software, cloud services, communications services, hosting providers, subcontractors, installation contractors, APIs, licensing, and other third-party dependencies necessary to provide the Services. Consultant shall remain responsible for all third-party products, services, acts, omissions, failures, delays, cybersecurity obligations, privacy obligations, and data handling obligations necessary to meet the requirements of this Agreement. Consultant shall ensure that all third-party terms are consistent with this Agreement and shall not require the City to accept any third-party term that conflicts with this Agreement, limits City ownership or control of data, permits secondary use of City Data or Public Agency Data, restricts public records compliance, limits Consultant’s liability, or imposes obligations not approved by the City.
3.2.17 Data Ownership and Data Use. All City Data and Public Agency Data shall remain the sole property of the City or the applicable public agency. Consultant shall obtain no ownership interest in City Data or Public Agency Data. For purposes of this Agreement, City Data and Public Agency Data include, but are not limited to, drone footage, livestreams, images, audio, video, metadata, location data, flight paths, flight logs, audit logs, user activity logs, incident information, evidence, non-evidence video, CAD-related data, RTCC/RTIC data, reports, exports, system logs, public transparency data, and any data generated, uploaded, transmitted, stored, viewed, or processed in connection with the Services. Consultant shall not sell, rent, disclose, transfer, share, mine, commercialize, or otherwise use City Data or Public Agency Data for any purpose other than providing, securing, maintaining, supporting, troubleshooting, and improving the Services for the City as expressly authorized by this Agreement. For the avoidance of doubt, “improving the Services” does not permit Consultant to use City Data or Public Agency Data for general product improvement, benchmarking, analytics, artificial intelligence training, machine learning, model development, product development, or services for any other customer unless expressly approved in a separate written instrument signed by the City. Consultant shall not claim any right, license, security interest, or possessory interest in City Data or Public Agency Data and shall not withhold such data due to any payment dispute or contract dispute.
3.2.18 Artificial Intelligence, Analytics, and Secondary Use Restrictions. Consultant shall not use City Data or Public Agency Data for marketing, advertising, artificial intelligence training, machine learning, algorithm development, product development unrelated to the City’s use, benchmarking, analytics unrelated to the City’s use, customer experience improvement programs, model training, or any other secondary purpose unless expressly authorized in a separate written instrument signed by the City. This prohibition applies whether the data is identifiable, de-identified, anonymized, aggregated, tokenized, pseudonymized, or otherwise derived from City Data or Public Agency Data. Consultant shall disclose all analytics, artificial intelligence, automation, object detection, object tracking, vehicle tracking, facial recognition, biometric identification, persistent person tracking, behavior analytics, automated report writing, AI-generated summaries, or automated decision tools available through or connected to the Services. The City reserves the right to prohibit, disable, restrict, or require separate written approval for any such feature. Consultant shall not enable facial recognition, biometric identification, persistent person tracking, or other similar features unless expressly approved by the City in a separate written instrument after any legally required review, public process, policy approval, and public safety partner approval.
3.2.19 Cybersecurity and Security Incident Notice. Consultant shall maintain commercially reasonable and appropriate administrative, technical, and physical safeguards to protect City Data, Public Agency Data, systems, software, cloud services, integrations, user accounts, audit logs, evidence, video, metadata, and all systems used to provide the Services. Such safeguards shall include, as applicable, encryption, multi-factor authentication for administrative and remote access, role-based access controls, least-privilege access, logging and monitoring, vulnerability management, secure configuration, timely security patching, backup and recovery controls, personnel access controls, and periodic security testing consistent with the sensitivity of the Services. Consultant shall notify the City without unreasonable delay and in no event later than seventy-two (72) hours after discovery of any actual or reasonably suspected unauthorized access to, acquisition of, disclosure of, alteration of, loss of, or compromise of City Data, Public Agency Data, or any system containing or processing such data. Consultant shall promptly investigate, mitigate, preserve relevant evidence and logs, cooperate with the City, and provide information reasonably necessary for the City to satisfy legal, regulatory, public notice, public records, criminal justice, contractual, or operational obligations. Consultant shall be responsible for costs arising from a Security Incident to the extent caused by Consultant or its subcontractors, systems, products, services, or failure to comply with this Agreement, including reasonable costs of investigation, mitigation, or notice, where legally required or reasonably necessary, data restoration, and legal compliance.
3.2.20 Public Transparency Portal. Consultant shall provide or support a public-facing transparency portal for the Drone as First Responder Program, if required by the City. The portal shall be capable of displaying information approved by the City, which may include flight date and time, general location or flight path, general mission category or reason for flight, flight duration, program statistics, policy links, frequently asked questions, and public contact or complaint information. The transparency portal shall not disclose sensitive law enforcement information, tactical information, confidential information, victim information, juvenile information, protected personal information, or information exempt from disclosure under applicable law or City policy. The City shall control what information is published through the transparency portal, and Consultant shall configure the portal to allow City review, delay, suppression, redaction, or exclusion of information where necessary for public safety, privacy, evidentiary, investigative, legal, or policy reasons.
3.2.21 Public Records and Legal Process. If Consultant receives any subpoena, court order, California Public Records Act request, discovery request, law enforcement request, public records request, legal demand, or other legal process seeking City Data, Public Agency Data, or information related to the City’s use of the Services, Consultant shall, to the extent legally permitted, promptly notify the City and provide the City a reasonable opportunity to respond, object, seek confidential treatment, or otherwise control the response. Consultant shall not disclose City Data or Public Agency Data unless required by law or authorized by the City in writing. Consultant shall assist the City in searching, preserving, exporting, redacting where technically feasible, and producing records maintained in Consultant’s system, and shall not charge the City for routine assistance necessary for the City to comply with the California Public Records Act, discovery obligations, subpoenas, court orders, or retention obligations unless expressly stated in Exhibit “C.”
3.2.22 Marketing, Publicity, Gifts, and Ethics. Consultant shall not use the City’s name, seal, logo, program information, deployment information, incident information, images, video, data, or any information related to the Services in any press release, case study, website, social media post, presentation, marketing material, trade publication, demonstration, or other public communication without the City’s prior written approval. Approval may be withheld in the City’s sole discretion and may be conditioned on removal of operational, law enforcement, security, personal, or sensitive information. Consultant shall not provide gifts, travel, lodging, event tickets, entertainment, meals, benefits, donations, or anything of value to any City official, employee, consultant, representative, or public safety partner in a manner that would violate or create the appearance of violating applicable ethics, conflict-of-interest, gift, procurement, reporting, or disclosure requirements.
| 3.3 | Fees and Payments. |
| 3.3.1 | Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation shall not exceed [***INSERT AMOUNT WRITTEN OUT***] DOLLARS ($[***INSERT NUMBER***]) without written approval of the City Council or City Manager, as applicable. The total compensation set forth in Exhibit “C” shall include all costs necessary to provide the Services unless expressly excluded in Exhibit “C” and approved by the City in writing. Consultant shall not charge the City for any aircraft, docks, batteries, software, user licenses, storage, evidence management, video storage, cloud services, integrations, implementation, training, maintenance, support, cybersecurity, technology refresh, replacement equipment, third-party services, connectivity, travel, shipping, taxes, surcharges, or other costs unless such costs are expressly included in Exhibit “C” or approved in advance by the City in writing. Consultant shall not impose usage-based, overage, data-egress, API, viewer, seat, storage, retention, support, implementation, travel, shipping, reactivation, reinstatement, reconnect, or transition charges unless expressly identified in Exhibit “C” and approved by the City. |
| 3.3.2 | Payment of Compensation. Consultant shall submit to City monthly invoices which provide a detailed description of the Services and hours rendered by Consultant. City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Consultant shall submit its final invoice to City within thirty (30) days from the last date of provided Services or termination of this Agreement and failure by the Consultant to submit a timely invoice may constitute a waiver of its right to final payment. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever. Notwithstanding any quote, invoice, order form, subscription term, online term, or vendor document to the contrary, payment obligations are subject to this Agreement, City approval of invoices, City acceptance of Services, available appropriations, and the City’s termination rights. The City shall not be obligated to pay accelerated future payments, unearned subscription fees, early termination penalties, MSRP clawbacks, repayment of discounts, cancellation penalties, or other charges not expressly approved in this Agreement. The City shall not be responsible for disputed charges, late fees, interest, collection costs, suspension charges, or service restoration fees while a good-faith invoice dispute is pending or while Consultant is in breach of this Agreement. |
3.3.2.1 Retainer. Reserved
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City or included in Exhibit "C" of this Agreement.
3.3.4 Travel Expenses. In accordance with Government Code section 53232.2(c), the Internal Revenue Service rates for reimbursement of travel, meals, lodging, and other actual and necessary expenses as established in Publication 463, or any successor publication, shall be used to determine reimbursement rates for Consultant. Travel in business class, first class or any category on any flight above the coach/economy level will not be reimbursed.
This is the start of the file's text. The full file is on GovTribe.
File details come from the government source that posted it. Updated .