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HomeMy WebLinkAboutAgreement - Brinc/Motorola Solutions Inc. - Signed: 2026-03-27AGREEMENT FOR SERVICES (For contracts over $5,000 – NON-DESIGN, NON-ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this 27th day of March, 2026, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Brinc/Motorola Solutions Inc, having a principal place of business at 500 W. Monroe, Chicago IL. 60661. 1. TERM OF AGREEMENT This Agreement will become effective on March 27, 2026 and will continue in effect through December 31, 2032 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. ______ Initial 2. SOUCEWELL #030425-MOT TERMS AND CONDITIONS This Agreement incorporates the terms and conditions of the Sourcewell #030425-MOT Cooperative Purchasing Agreement (“Sourcewell”), including its Additional Terms and Conditions. 3.INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY’S employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. 4. SERVICES TO BE PERFORMED BY CONTRACTOR 1. Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit “A” (“Specific Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in Exhibit “C” (“Milestone Schedule”). B. Method of Performing Services CONTRACTOR shall determine the method, details and means of performing the above -described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONTRACTOR’S services. C. Employment of Assistants CONTRACTOR may, at the CONTRACTOR’S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR’S assistants in the performance of those services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and fe deral income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR’S services. 5. COMPENSATION 1. Consideration In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONTRACTOR exceed $899,991.00. B. Invoices CONTRACTOR shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment will be made unless CONTRACTOR has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit “A”, Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONTRACTOR of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement f or CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONTRACTOR shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or impos ed against CONTRACTOR and all other of CONTRACTOR’S costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” 6. OBLIGATIONS OF CONTRACTOR 1. Tools and Instrumentalities CONTRACTOR shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. B. Workers’ Compensation Pursuant to California law, CONTRACTOR agrees to provide workers’ compensation insurance for CONTRACTOR’S employees subject to the indemnification clause below . C. Indemnification of Liability, Duty to Defend Subject to Sourcewell, including the Additional Terms and Conditions, CONTRACTOR shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, de mands, causes of action, losses, liabilities and expenses, including reasonable attorneys’ fees, arising from any actual third-party claim, demand, action, or proceeding (“Claim”) to the extent caused or resulting directly or indirectly from any act or omission of CONTRACTOR or CONTRACTOR’S assistants, employees or agents, negligence, gross negligence, or willful misconduct while performing its duties under this Agreement, for all claims relating to the injury or death of any person or damage to tangible property, except to the extent the Claim arises from CITY’S negligence or willful misconduct. D. Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial General Liability Insurance on a $1,000,000 per occurrence and $2,000,000 aggregate basis, for damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof. (b) Automobile Liability coverage including coverage for owned and non- owned automobiles, with a combined single limit coverage of $1,000,000 per accident for bodily injury and property damage. As a condition precedent to CITY’S obligations under this Agreement, CONTRACTOR shall furnish written evidence of such coverage in the form of an Acord certificate of insurance (including CITY, its officers and employees as additional insureds on the Commercial General Liability insurance policy and requiring the Commercial General Liability policy be endorsed to provide a thirty (30) days written notice of cancellation to CITY. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONTRACTOR is not CITY’S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONTRACTOR’S payments; • CITY will not make state or federal unemployment insurance contributions on CONTRACTOR’S behalf; • CITY will not withhold state or federal income tax from payment to CONTRACTOR; • CITY will not make disability insurance contributions on behalf of CONTRACTOR; • CITY will not obtain workers’ compensation insurance on behalf of CONTRACTOR. 7. OBLIGATIONS OF CITY 1. Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR’S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR’S duties or obligations under this Agreement. 8. TERMINATION OF AGREEMENT 1. Sale of CONTRACTOR’s Business/ Death of CONTRACTOR. CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR’s business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’ receipt of such notice of sale. If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR. B. Termination by City for Default of CONTRACTOR Should CONTRACTOR default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY’S option, may terminate this Agreement if the breach is not cured within thirty (30) days of receipt of notice of breach or fails to products a cure plan within such period of time, by giving written notification to CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONTRACTOR’S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONTRACTOR’S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks des cribed on Exhibit C” which have been fully, competently and timely rendered by CONTRACTOR. C. Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONTRACTOR, at the CONTRACTOR’S option, may ter minate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONTRACTOR to CITY. D. Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to reasonably facilitate any the assumption of CONTRACTOR’s duties by any new CONTRACTOR hired by the CITY to complete such services. 9. GENERAL PROVISIONS 1. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it may be amended from time to time. CONTRACTOR shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONTRACTOR shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all third-party suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys’ fees, that may arise out of any violations of the Act by the CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONTRACTOR shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONTRACTOR agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONTRACTOR certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest tha t would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONTRACTOR for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding , other than the terms and conditions of Sourcewell which are incorporated herein. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conve rsations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at th e addresses appearing in Exhibit “A”, Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are approximate, and while the CONTRACTOR will make reasonable efforts to abide by any such estimated dates and times referred to in this Agreement, CONTRACTOR will not be liable for any delay or related damages to CITY. Time will not be of the essence, and delays will not constitute grounds for cancellation, penalties, termination, or a refund. L. Waiver CONTRACTOR agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONTRACTOR: CITY: Brinc/Motorola Solutions Inc. CITY OF GILROY By: By: Name: Jim Nelson Name: Matt Morley Title: TVP Motorola Solutions Title: Administrator, City of Gilroy Social Security or Taxpayer Identification Number 36-1115800 Approved as to Form ATTEST: City Attorney City Clerk EXHIBIT “A” SPECIFIC PROVISIONS I.PROJECT MANAGER CONTRACTOR shall provide the services indicated on the attached Exhibit “B”, Scope of Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONTRACTOR agrees to assign Jim Nelson, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONTRACTOR shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED/COMPLETION OF SERVICE 1. NOTICE TO PROCEED CONTRACTOR shall commence the Services upon delivery to CONTRACTOR of a written “Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Luke Powell, Gilroy Police Department shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONTRACTOR or if otherwise delivered as provided in the Section V.H. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONTRACTOR written Notice of Final Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY deter mines that CONTRACTOR has not completed all of such Services as required by this Agreement, CITY shall so inform CONTRACTOR within this two (2) week period. If CITY does not inform CONTRACTOR of objection within this two (2) week period, Final Acceptance is “deemed to have occurred” and CONTRACTOR is permitted to issue invoices as applicable based on the deemed acceptance. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit “C”. IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONTRACTOR as provided for in Article 4 of this Agreement. Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONTRACTOR shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS 1. STANDARD OF WORKMANSHIP CONTRACTOR Warranties - Services. Subject to the disclaimers and exclusions contained in and referenced in Sourcewell, CONTRACTOR represents and warrants that (a) Services will be provided in a good and workmanlike manner and will conform in all material respects to the descriptions in the applicable Proposal; and (b) for a period of ninety (90) days commencing upon the Service Completion Date for one-time Services, the Services will be free of material defects in materials and workmanship. Other than as set forth in subsection (a) above, recurring Services are not warranted but rather will be subject to the requirements of the applicable Addendum or proposal. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be based on the applicable proposal. The minimum criteria for acceptance shall be a product of neat appearance, well-organized, technically and grammatically correct, and checked. B. RESPONSIBILITY OF CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR CITY, through its authorized employees, representatives or agents, shall have the right, to audit certain books and records of CONTRACTOR for the purpose of verifying performance in accordance with the terms of the contract. CITY’S inspection is limited to the verification of shipment to invoice quantities and shipment receipts. After CITY provides thirty (30) days' written notice, CITY may send a representative to a CONTRACTOR facility during normal business hours to conduct such limited review, or at CITY’S request CONTRACTOR will provide copies of the specific documents to CITY’S location for its review. CONTRACTOR books and records provided to CITY pursuant to this provision shall not be used, duplicated or disclosed to any other third party without the express written permission of CONTRACTOR. In no circumstances will CONTRACTOR be required to create or maintain documents not kept in the ordinary course of CONTRACTOR’S business operations, nor will CONTRACTOR be required to disclose any information, including but not limited to product cost data, which it considers confidential or proprietary to CONTRACTOR. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), or for any longer period required by law, sufficient books and records in accordance with this provision. D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONTRACTOR and all other written and oral information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR’S disclosure thereof) shall be deemed confidential. CONTRACTOR shall not use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY’S CREDIT. Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. 1. CONTRACTOR Materials. CITY acknowledges that CONTRACTOR may use or provide CITY with access to “CONTRACTOR Materials”. Except when CONTRACTOR has expressly transferred title or other interest to CITY in writing, the CONTRACTOR Materials are the property of CONTRACTOR or its licensors, and CONTRACTOR or its licensors retain all right, title and interest in and to the CONTRACTOR Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets, know -how, other intellectual property and proprietary rights, and all associated goodwill and moral rights). This Agreement does not grant to CITY any shared development rights in or to any CONTRACTOR Materials or other intellectual property, and CITY agrees to execute any documents and take any other actions reasonably requested by CONTRACTOR to effectuate the foregoing. CONTRACTOR and its licensors reserve all rights not expressly granted to CITY, and no rights, other than those expressly granted herein, are granted to CITY by implication, estoppel or otherwise. CITY will not modify, disassemble, reverse engineer, derive source code or create derivative works from, merge with other software, distribute, sublicense, sell, or export the Products and Services or other CONTRACTOR Materials, or permit any third party to do so. 2. Ownership of CITY Data. CITY retains all right, title and interest, including intellectual property rights, if any, in and to CITY Data. CONTRACTOR acquires no rights to CITY Data except those rights granted under this Agreement including the right to Process (as defined in the DPA referenced in Sourcewell) and use the CITY Data as set forth in the DPA. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. H. NOTICES. Notices are to be sent as follows: CITY: Gilroy Police Department Administration City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: Jim Nelson Motorola Solutions Inc. 500 W. Monroe Chicago, IL. 60661 I. FEDERAL FUNDING REQUIREMENTS. ☐ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. ☒ If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 3. Covenant against Contingent Fees The CONTRACTOR warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, ot her than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. EXHIBIT “B” SCOPE OF SERVICES BRINC/Motorola Solutions Inc. – Take Off Program Drone as First Responder (DFR) Pilot Program CONSULTANT SERVICES Motorola Solutions, Inc., in partnership with BRINC Drones, Inc. (“CONSULTANT”), shall provide equipment, software, implementation services, training, support, and related services necessary to implement and operate a Drone as First Responder (DFR) Pilot P rogram for the Gilroy Police Department (“CITY”). This Scope of Services governs the BRINC Take Off Program and associated subscription services for a six (6) year term, with Year One provided at no cost and Years Two through Six subject to annual budget appropriation and renewal. 1. PROGRAM PURPOSE The purpose of the BRINC/Motorola Take Off Program is to implement a Drone as First Responder (DFR) operational model that enables rapid unmanned aircraft deployment to priority calls for service. The program is designed to: • Improve situational awareness prior to officer arrival • Enhance officer and community safety • Support de-escalation and informed decision-making • Reduce response times • Increase operational efficiency The DFR program builds upon the CITY’s existing UAS program by shifting drone deployment earlier in the response cycle. 2. EQUIPMENT & SUBSCRIPTION SERVICES CONSULTANT shall provide the following: a. Hardware • Two (2) BRINC Responder drones • Two (2) BRINC Responder Stations (automated launch/landing docks) • Associated communication infrastructure, antennas, and mounting equipment • Mesh-radio controllers • Payload systems (as specified in Proposal QUOTE-3289625) b. Software • BRINC LiveOps SaaS platform • Teleoperations and fleet management software • Administrative portal access • Geofencing and telemetry capabilities • Cloud-based data storage and management tools c. Subscription Term Structure • Year 1: No-cost pilot period, including right to terminate prior to Year 2 • Years 2–6: Paid annual subscription, invoiced annually in advance 3. IMPLEMENTATION SERVICES CONSULTANT shall perform the following implementation services: a. DFR Solution Design & Configuration • Network configuration • Firewall coordination with CITY IT • Subdomain creation and system activation • RF/EMF analysis • Geofencing configuration • Launch site validation b. Hardware Deployment • Delivery of drones and stations • Site readiness verification • Infrastructure installation guidance • Activation of LiveOps software c. Documentation • Customer Input Questionnaire (CIQ) • IP configuration plans • System configuration documentation • Project close-out documentation 4. TRAINING SERVICES CONSULTANT shall provide training for CITY personnel including: • Part 107 operational integration guidance • Flight hardware training • Emergency override procedures • Teleoperations training • LiveOps administrative training • Geofence and safety feature training • Operational validation test flights Recurring training and upgrades shall be provided in Years 3 and 5 consistent with the Support Program. 5. SUPPORT SERVICES CONSULTANT shall provide: • 24x7x365 technical support • Remote troubleshooting • Firmware updates • Software upgrades • Maintenance guidance • Go-Live support for eight (8) weeks post implementation 6. WARRANTY & SUPPORT PROGRAM CONSULTANT shall provide the BRINC Support Program which includes: • Extended warranty coverage • Unlimited repair and replacement (as defined in Support Program terms) • Scheduled hardware upgrades in Years 3 and 5 • Firmware updates for active devices • Replacement units when necessary Warranty terms and exclusions shall be governed by the executed Agreement and associated schedules. 7. CUSTOMER RESPONSIBILITIES The CITY shall: • Provide required infrastructure and site readiness • Provide minimum 30 Mbps upload/download bandwidth at teleoperator and launch sites • Maintain FAA regulatory compliance and Part 107 certification • Provide dedicated project manager and point of contact • Ensure electrical, mounting, and security readiness • Maintain compliance with operational SOPs 8. ACCEPTANCE CRITERIA The DFR solution shall be deemed operational upon: • Successful completion of implementation tasks • Successful launch and landing validation • Demonstration of LiveOps connectivity • Completion of agreed test flights • Delivery of required documentation 9. TERM This Scope of Services shall be effective upon execution of the Agreement and shall continue for six (6) years unless terminated earlier pursuant to the Take Off Program Addendum and underlying Agreement. EXHIBIT “C” MILESTONE SCHEDULE Implementation of the DFR Pilot Program shall occur in phases. The timeline below is approximate and subject to coordination between the CITY, Motorola Solutions, Inc., and BRINC Drones, Inc. Phase 1 – Contract Execution & Project Initiation (Weeks 0–2) • Execution of Service Agreement and Take Off Program Addendum • Receipt of completed W-9, insurance certificates, and vendor onboarding documentation • Assignment of CITY Project Manager and CONSULTANT Project Manager • Kickoff meeting between CITY, Motorola Solutions, BRINC, and IT staff • Completion of Customer Input Questionnaire (CIQ) • Initial infrastructure and site readiness review Phase 2 – System Design & Site Preparation (Weeks 2–6) • Network configuration planning and firewall review • Confirmation of minimum bandwidth requirements (30 Mbps upload/download at teleoperator and launch sites) • Identification and approval of launch site(s) • Electrical and mounting readiness verification • RF/EMF analysis and geofence design • Subdomain configuration and LiveOps environment setup Phase 3 – Equipment Delivery & Installation (Weeks 6–10) • Delivery of drones and Responder Stations • Installation of launch stations and antennas • Hardware configuration and activation • Connectivity testing • Firmware updates and system integration • Initial validation flights Phase 4 – Training & Operational Readiness (Weeks 8–12) • Teleoperator training • LiveOps administrative training • Emergency override and safety training • Operational test deployments • Policy and SOP validation • Final system acceptance confirmation Phase 5 – Go-Live & Pilot Operations (Month 3 – Month 12) • Official DFR operational launch • Eight (8) weeks of Go-Live support • Ongoing 24/7 technical support • Monthly system health monitoring • Performance tracking and flight log review • Public transparency portal configuration • Community engagement and reporting as directed by CITY Phase 6 – Annual Review & Renewal (Years 2–6) Subject to annual budget appropriation: • Annual subscription renewal • Firmware and software upgrades • Hardware inspection and maintenance • Scheduled hardware upgrades in Years 3 and 5 • Operational performance review • Evaluation of program effectiveness, safety impact, and fiscal sustainability Key Program Benchmarks The following benchmarks may be used to evaluate pilot performance: • Successful deployment to priority calls for service • Average time-to-launch metrics • Reduction in officer response risk exposure • Compliance with FAA and regulatory requirements • System uptime and reliability standards • Completion of annual training refreshers Term The Take Off Program shall operate as a six (6) year agreement, with Year One provided at no cost and Years Two through Six subject to annual budget appropriation and renewal. EXHIBIT “D” PAYMENT SCHEDULE A. Compensation Structure Compensation to CONSULTANT (Motorola Solutions, Inc., in partnership with BRINC Drones, Inc.) shall be contingent upon successful delivery of the equipment, software, implementation services, training, and support services outlined in Exhibit B – Scope of Services. Year One (Pilot Year) shall be provided at no cost to the CITY under the Take Off Program. Years Two (2) through Six (6) shall be subject to annual budget appropriation by the City Council and execution of the annual subscription renewal. B. Contract Term & Maximum Compensation This Agreement is structured as a six (6) year term: • Year 1: $0 (No-cost pilot period) • Years 2–6: Paid annual subscription The total not-to-exceed amount for Years 2–6 shall be: $899,991.00 (as reflected in Proposal QUOTE-3289625 and associated contract documents) No compensation beyond this amount shall be paid unless authorized by written amendment approved by the City. C. Year One (Pilot Year) – No Cost During Year One: • CONSULTANT shall provide all hardware, implementation, training, and support services at no cost. • CITY retains the right to terminate participation prior to Year Two without financial obligation for future subscription years. • No invoice shall be submitted for Year One services. D. Years Two Through Six – Annual Subscription Payments Beginning in Year Two, the CITY shall pay an annual subscription fee in advance of each contract year. Annual Subscription Amount: $179,998.20 per year (Years 2, 3, 4, 5, and 6) Invoices shall: • Be submitted no earlier than sixty (60) days prior to the start of each subscription year. • Reference the executed Agreement and purchase order number. • Be payable within thirty (30) business days of receipt and approval. E. Implementation Milestone No payment for Years 2–6 shall be due until: • Equipment is delivered and installed, • LiveOps software is operational, • Training is completed, • System acceptance is confirmed by the CITY. F. Invoicing Requirements Invoices shall include: • Vendor legal name and address • Purchase Order number • Contract reference number • Subscription year covered • Amount due No additional charges for travel, shipping, training, upgrades, support, or maintenance shall be billed unless expressly authorized in writing by the CITY. G. Budget Appropriation Clause Payment for Years 2–6 is expressly contingent upon annual budget approval by the City Council. If sufficient funds are not appropriated, the CITY may terminate the Agreement without penalty for future subscription years by providing thirty (30) days advanced written notice to the CONTRACTOR. In the event of such termination received after the agreed notice period, the CONTRACTOR shall be entitled to compensation for all confirming Products delivered or performed from the start of the subscription to the date of termination. H. No Overage Authorization Any services or costs exceeding the not-to-exceed amount set forth herein shall be at no cost to the CITY unless approved by formal written amendment. I. Payment Processing Please allow up to thirty (30) business days from receipt and approval of invoice for payment processing.