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SR 11-15-2022 5G City Council Report City Council Meeting: November 15, 2022 Agenda Item: 5.G 1 of 5 To: Mayor and City Council From: Ramon Batista, Police Chief, Police Department Subject: Approval of 1st Modification of Agreement #4957 with Flying Lion for Drone as a First Responder Program Recommended Action Staff recommends that the City Council authorize the City Manager to negotiate and execute a first modification to agreement #4957 in the amount of $136,000 with Flying Lion Incorporated (FLI) to provide air support services for the Police Department. This will result in a two-year amended agreement with a new total amount not to exceed $181,000, with future year funding contingent on Council budget approval. Summary The Drone as a First Responder (DFR) Program allows for the Santa Monica Police Department (SMPD) to provide the highest quality of law enforcement services using a technology system that maintains the safety of the community and SMPD personnel. The costs associated with operating a DFR Program is a fraction of the cost of a traditional law enforcement Air Support Unit. The DFR Program provides the ability for a Remotely Controlled Aerial Systems (RAS) pilot, who is a trained police officer, to provide crucial and real-time intelligence to responding officers allowing them to handle an incident as safely as possible. Discussion In 2018, California police departments pioneered a new concept in rapid response to police emergencies: using remotely controlled aerial systems to pro-actively respond to emergency calls. The Drone as a First Responder concept is different than traditional RAS programs in that it is proactive rather than reactive. Instead of launching a drone 5.G Packet Pg. 249 2 of 5 after an officer is already on scene, the DFR program stations the RAS to respond to emergencies as soon as they occur, getting a drone on scene before responding officers arrive. RAS Pilot officers can evaluate the situation and relay information to responding officers and field supervisors. The RAS can also feed live-streaming video of the incident to watch commanders and others to help personnel determine the best tools, tactics and resources to safely mitigate an event – often before officers arrive on scene. In November 2021, the Department’s RAS Program began its own DFR program for a six-week trial period where an RAS was used as a first responder to 911 calls for service. The trial program proved successful and beneficial to the Department and the DFR program was continued beyond its trial period. In December 2021, the City entered into a one-year agreement with Flying Lion, Inc. to extend its DFR program. Since then, the Police Department has found the DFR program to be working as designed and it has proven invaluable to the mission of the Department. The DFR program is a proactive method of policing that has demonstrated the ability to increase officer and community safety, while reducing overall police response times. In Santa Monica, the DFR program has arrived first on scene in approximately 75% of its calls. The program gives first responders real-time information and even “eyes on scene,” proving to be a powerful de-escalation tool. Since these programs were first launched, there have been multiple incidents where officers have scaled down their tactics and successfully defused situations with reduced use of force. Currently, SMPD contracts with Flying Lion to provide a line-of-sight pilot for the DFR program. Flying Lion also serves as an advisor to the City about legislative changes as they relate to RAS use of airspace overseen by the FAA. Flying Lion will assist with the implementation and administration of the RAS program that utilizes drones to provide Air Support Services to enhance the Police Department’s mission of protecting lives and property. Flying Lion will, in part, staff the DFR program, train SMPD personnel, and provide technical services related to the Department’s RAS program. 5.G Packet Pg. 250 3 of 5 The fiscal year 2022-23 Capital Improvement Program budget provided funding for the first year of the DFR program on a “pilot program” basis. The use of drones in law enforcement is an evolving field and when a drone is in flight it is required to have both a pilot and an observer. The use of contract pilots is beneficial as these are far less expensive than the City hiring qualified pilots as employees. This current fund request is to enable the continued operation of the City’s DFR program. A future department budget enhancement will be needed to continue this program. Vendor Selection Exception to Competitive Bidding Staff recommends Flying Lion, Inc. to provide RAS staffing, training, and advising as an exception to competitive bidding per Muni Code 2.24.250 (b). b. when a good or service is copyrighted, patented or only available form one license holder, including, proprietary goods, original equipment manufacturers and/or exclusive distributors; Vendor Justification Flying Lion, Inc. provides an invaluable level of expertise, service, and training for the operation of an RAS which includes a licensed pilot trained in law enforcement practices and a superior practical understanding of the Motorola Cape software system. Flying Lion assisted with the setup of the network, connectivity, and integration of the multi-layered systems of the current RAS operation, flight controls, Cape software and other technical aspects, that allow for safe and seamless operation of flights. Additionally, Flying Lion provides troubleshooting assistance specifically related to RAS systems when technical issues arise that are beyond the expertise of other companies in the marketplace. This includes having direct contact with Motorola who is the provider of the Cape software that enables the tracking and mapping of flight information used for the operation of the RAS. In addition to Flying Lion’s expertise with this software in general, the company is also familiar with how Cape interacts with SMPD’s other hardware, infrastructure, equipment and integration systems. Flying Lion provides a high level of service that meets the requirements of the City’s DFR program which contributes to the current circumstance where competition to 5.G Packet Pg. 251 4 of 5 provide these services does not reasonably exist because only Flying Lion has the expertise to meet the needs of the program. As of now Flying Lion is the only company that has a proficient understanding of the systems which the Department’s pilots are trained to work with. Finally, Flying Lion has provided hours of expert training to SMPD’s pilots, supervisors, and administration about current laws governing RAS, our systems capabilities and limitations, along with current trends and other products on the market to enhance the current operation. Flying Lion, Inc is associated with other law enforcement agencies in the region, including police departments in Chula Vista, Redondo Beach and Beverly Hills. The expertise provided by this vendor is noteworthy with plenty of flight hours that have been a tremendous benefit to the success of the Department’s DFR Program. Environmental Review This is not a project for the purpose of the California Environmental Quality Act. Financial Impacts and Budget Actions Staff seeks authority to approve available funding from the General Fund to increase the amount of contract with Flying Lion, Inc. for UAS staffing, training, and advising. Future year funding is contingent on Council budget approval. Contract Modification Request Agreement # Current Authorized Amount FY 2022-23 Request Amount CIP Account # Total Revised Contract Amount 4957 $45,000 $136,000 C0108310.689000 $181,000 5.G Packet Pg. 252 5 of 5 Prepared By: Cody Green, Police Lieutenant Approved Forwarded to Council Attachments: A. Flying Lion CT#4957 B. Flying Lion - Oaks Initiative Form 5.G Packet Pg. 253 1 UAS AIR SUPPORT SERVICES AGREEMENT This Agreement for project services (this “Agreement”) is made between the City of Santa Monica (“City”) and Flying Lion, Inc., a California Corporation (“Contractor” or “Consultant”). The parties hereby agree as follows: A. Description of Project or Scope of Services. The project description or scope of services to be provided by Contractor, and any corresponding responsibilities of City or services required to be provided by City are set forth in Exhibit “A”. B. Term and Time of Completion. Contractor shall commence and complete the project or services described in Exhibit “A” in accordance with the term set forth in Exhibit “B”. C. Compensation. City agrees to compensate Contractor for the work Contractor performs and provides to City in accordance with Exhibit “C”. GENERAL PROVISIONS 1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, officer, agent, joint venturer, or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment. Contractor shall have no rights to any benefit which accrue to City employees unless otherwise expressly provided in this agreement. Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be the Contractor’s sole responsibility. 2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fees or commission, percentage, gift, or any other consideration, contingent upon or resulting from award or making of this agreement. 3. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics, or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If Applicable, Contractor shall prepare check prints upon request. Said plans, drawings, reports calculations, data, specifications, videos, graphics or other materials shall be specific for the project herein and shall not be used by the City for any projects without Contractor’s consent. Notwithstanding the foregoing, Contractor shall not be obligated to assign any proprietary software or data developed by or at the director of Contractor for Contractor’s own use; provided, however, that Contractor shall, pursuant to Paragraph 14 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of any such proprietary software or data. 4. Inspection. If the services set forth in Exhibit “A” shall be performed on City or other public property, the City shall have the right to inspect such work without notice. If such services shall not be performed on City or other public property, the City shall have the right to inspect such work upon reasonable notice. Inspections by the City shall not relieve or minimize the responsibility of the Contractor to conduct any inspections Contractor has agreed to perform pursuant to the terms of this Agreement. Contractor shall be solely liable for said inspections performed by Contractor. Contractor shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Contractor hereunder. 5. Services. The project or services set forth in Exhibit “A” shall be performed to the full satisfaction and approval of the City. In the event that the project or services set forth in Exhibit “A” are itemized by price in Exhibit “C”, the City in its sole discretion, may upon notice to Contractor, delete certain items DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909 5.G.a Packet Pg. 254 Attachment: Flying Lion CT#4957 (5379 : 1st Mod - DFR Program) 2 or services set forth in Exhibit “A”, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor. City shall furnish Contractor, to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Contractor’s services hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Contractor. 6. Records. Contractor, including any of its subcontractors, shall maintain full and complete documents and records, including accounting records, employee time sheets, work papers, and correspondence pertaining to the project or services set forth in Exhibit “A”. Contractor, including any of its subcontractors, shall make such documents and records available for City review or audit upon request and reasonable notice, and shall keep such documents and records, for at least four (4) years after Contractors completion of performance of this Agreement. Copies and all pertinent reposts and correspondence shall be furnished to the City for its files. 7. Changes and Extra Work. All changes and/or extra work under this Agreement shall be provided for by a subsequent written amendment executed by City and Contractor. 8. Additional Assistance. If this Agreement requires Contractor prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City’s request for addenda and assistance is outside of the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of this Agreement. 9. Professional Ability. Contractor acknowledges, represents and warrants that Contractor is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor’s profession. 10. Business License. Contractor shall obtain a City of Santa Monica Business License before performing any services required under this Agreement. The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by City; provided, however that City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver. 11. Termination Without Default. Notwithstanding any provision herein to the contrary, the City and Contractor may, separately and in their sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Contractor of the project or services hereunder, upon providing a 30-day written notice to the other party. In the event of any such termination, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; and (2) necessary materials or services of others ordered by Contractor for this Agreement prior to Contractor’s receipt of notice of termination, irrespective of whether such material or services of other have actually been delivered, and further provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by the City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor’s finished or unfinished work product through the time of the City’s last payment shall be transferred and assigned to the City. In conjunction with any termination of this Agreement, the City may, at its own expense, make copies or extract information from any notes, sketches, computation, drawings, and specification or other data, whether complete or not. 12. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided immediately above, DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909 5.G.a Packet Pg. 255 Attachment: Flying Lion CT#4957 (5379 : 1st Mod - DFR Program) 3 provided, however, there shall be deducted from such amount the amount of damages, if any, sustained by the City by virtue of Contractor’s breach of this Agreement. 13. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement. Contractor further acknowledges, represents and warrants that Contractor has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one (1) year. 14. Indemnity. To the maximum extent permitted by law, Contractor hereby agrees, at its sole cost and expense, to defend protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, and agents (collectively “Indemnitees”) from and against and all claims, including, without limitation, claims from bodily injury, death or damage to property, demands, charges, obligation, damages, caused of action, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or arising from any act, failure to act, error or omission of Contractor’s performance or work hereunder (including any of its officers agents, employees, Subcontractors) or its failure to comply with any of its obligations contained in the Agreement, or its failure to comply with any current or prospective law, except for such loss or damage which was caused by the sole negligence or willful misconduct of the City. Contractor’s obligation to indemnify shall be up to insurance limit, if any, received by Contractor or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement. a. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Contractor because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. b. Waiver of Right Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against Indemnitees. 15. Insurance. Contractor shall comply with the requirements set forth in Exhibit “D”. Insurance requirements that are waived by the City’s Risk Manager do not require amendments or revisions to this agreement. 16. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement. 17. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules, and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and non-discrimination laws. 18. Limitations upon Subcontracting and Assignment. Contractor acknowledges that the service which Contractor shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in the City’s sole and absolute discretion. In the event that the City, in writing, approves any assignment or subletting of this Agreement or the retention of subcontractors by Contractor, Contractor shall provide the City upon request copies of each and every subcontractor prior to the execution thereof by Contractor and subcontractor. Any attempt by Contractor to assign any or all of its rights under this Agreement without first obtaining the City’s prior written consent shall constitute a material default under this Agreement. DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909 5.G.a Packet Pg. 256 Attachment: Flying Lion CT#4957 (5379 : 1st Mod - DFR Program) 4 The sale, assignment, transfer of other disposition, on a cumulative basis, of twenty-five percent (25%) or more of the ownership interest in Contractor or twenty-five percent (25%) or more the voting control of Contractor (whether Contractor is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement. Further, the involvement of Contractor or its assets in any transaction or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Contractor’s assets occurs, which reduces Contractor’s assets or net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement. 19. Subcontractors. Contractor shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Contractor shall not engage the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld in the City’s sole and absolute discretion. 20. Integration. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondences or documents exchanged between Contractor and City may be used to assist in the interpretation of the exhibits to this Agreement. 21. Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties. 22. Conflicting Provisions. In the event of a conflict between the terms and conditions of this Agreement and those in any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by the Contractor. 23. Non-Exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and City reserves the right to employ other contractors in connection with the project. 24. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit “A” which does not pertain to the project description, proposal, or scope of services (as applicable) to be provided by Contractor, or any corresponding responsibilities of City, shall be deemed extraneous to, and not part of, this Agreement. 25. Time of Essence. Time is of the essence of this Agreement. 26. Confidentiality. To the extent permissible under law, Contractor shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder. 27. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered “third parties”. 28. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District. 29. Attorneys’ Fees. In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorney’s fees (including expert witness fees) and costs. This provision shall survive the termination of this agreement. DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909 5.G.a Packet Pg. 257 Attachment: Flying Lion CT#4957 (5379 : 1st Mod - DFR Program) 5 30. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provision of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six (6) months after the accrual of the cause of action. 31. Interpretation. Contractor acknowledges that it has had ample opportunity seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties. 32. Warranty. In the event that any product shall be provided to the City as part of this Agreement, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to the City; the product shall be delivered to the City free from any security interest or other lien; the product meets all specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light and batteries) shall be warranted for a period of thirty (30) days from date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor’s expense, including shipping. Contractor shall not be liable under this warranty for an amount greater than the amount set forth in Exhibit “C” hereto. 33. Severance. Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law. 34. Authority. City warrants and represents that the Chief of Police or his designee of the City of Santa Monica Police Department is duly authorized to enter into and execute this Agreement on behalf of the City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and executed this Agreement on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Contractor. 35. Waiver. The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. 36. Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature). IN WITNESS WHEREOF, the parties hereto enter into this Agreement. ATTEST: ______________________________ DENISE ANDERSON-WARREN City ClerkDENISE ANDERSON-WARREN City Clerk APPROVED AS TO FORM: ______________________________ DOUG SLOAN City Attorney CITY OF SANTA MONICA, a municipal corporation By: ______________________________ DAVID WHITE City Manager FLYING LION, INC. By: _______________________________ BARRY BRENNAN President DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909 5.G.a Packet Pg. 258 Attachment: Flying Lion CT#4957 (5379 : 1st Mod - DFR Program) 6 EXHIBIT A PROJECT DESCRIPTION AND/OR SCOPE OF SERVICES A. DEFINITION City Location: Santa Monica, California. Description of Service: Provide Remote Pilots in Command (RPIC) to support SMPD’s small Unmanned Arial Support (sUAS) program. Initial Scheduled Operations: 4 days a week, 10 hours per day. B. CONTRACTOR’S DUTIES Contractor shall perform the following duties. Implement and administer the UAS program that utilizes UAVs to provide Air Support Services to enhance the department’s mission of protecting lives and property. FLI working in conjunction with the SMPD will staff the DFR Program. With FLI staff initially supporting & training SMPD: Launch Site(s) – Police Department (or other suitable location) and will staff a rooftop Remote Pilot in Command (RPIC) Future Phases Supported: As SMPD expands the DFR Program, FLI is able and prepared to staff additional hours, days and locations. I. Increased working days and hours operation at primary launch site (11-24 hours per day) II. Expansion to additional sites for up to 24 hours per day operations Provide testing and recommendations for equipment, software and procedures to support the world class SMPD sUAS program, Provide the City with Monthly Air Support activity reports. C. CITY’S DUTIES 1. City will provide all equipment including UAVs, sensors, controllers, accessories (batteries, memory cards), computer equipment, roof shelters, networking equipment, and any other hardware/software necessary to perform the job. After initial trial period, City will be responsible for Motorola Cape, Air data and any other vendor supported services. 2. City will provide a safe and secure work environment for Contractor and Contractor’s staff. DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909 5.G.a Packet Pg. 259 Attachment: Flying Lion CT#4957 (5379 : 1st Mod - DFR Program) 7 3. City will provide aviation liability and UAS hull insurance coverage for all UAS being flown. 4. City’s hull insurance coverage and/or self insurance will repair any damage to City provided equipment (independent of fault.) DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909 5.G.a Packet Pg. 260 Attachment: Flying Lion CT#4957 (5379 : 1st Mod - DFR Program) 8 EXHIBIT B SCHEDULE FOR PROJECT TERM. Once executed this Agreement shall be understood by the parties to have an effective date of January 8, 2022 and shall continue until December 30, 2022, unless otherwise terminated as herein provided. DFR Training and Launch - Full Staffing and Training Program Details The Flying Lion Trial Program includes:  Motorola Solution’s Aerial Suite Software for 6 week Trial Program  Rooftop based FAA Part 107 Remote pilot and Visual Observer (for nighttime operations)  Flying Lion staff to accompany Air Support Officers during full shifts  Motorola Aerial Suite’s Setup of Geofences and Obstacles  Motorola Aerial Suite Training for Sworn SMPD Air Support Officers (ASO Overall Guidance to Ensure DFR Program Statistics are Captured Accurately and Consistently The Department would be responsible for:  Sworn personnel to serve as Air Support Officers (ASOs)  Drones with 30x zoom camera and/or infrared sensor  Helping to identify and secure the rooftop location  A hard wired data line (minimum speeds 40 up and 40 down) to the rooftop location DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909 5.G.a Packet Pg. 261 Attachment: Flying Lion CT#4957 (5379 : 1st Mod - DFR Program) 9 EXHIBIT C COMPENSATION DFR SMPD UAS PROGRAM Scope: DFR Trial Period: November 26, 2021 to January 7, 2022. DFR Program Period Dates: January 8, 2022 to December 30, 2022 10 Hour Days + 1 hour O/T to cover setup and breakdown 10:00h to 20:00h (7 hours daytime / 3 hours nighttime) with Actual hours - 09:30h to 20:30h *Assumes we don't have any weather delays and SMPD will supply VO during nighttime operations Description of Service: Flying Lion, Inc. to provide Remote Pilots in Command (RPIC) to support SMPD’s small Unmanned Arial Support (sUAS) program. Initial Scheduled Operations: 4 days a week, 10 hours per day. Pricing Beyond DFR Trial Period (or additional scope) Contractor shall be compensated as provided below. RPIC Hourly Rate i. RPIC Daylight Hours ................................................................................... $42.50 per hour ii. RPIC Daytime Overtime Hours (for hours over 10 hours Per Day) ............ $63.75 per hour iii. RPIC Nighttime Hours ................................................................................. $51.00 per hour iv. RPIC Nighttime Overtime Hours (for hours over 10 hours Per Day) .......... $76.50 per hour v. VO Hours ..................................................................................................... $32.50 per hour vi. Non-flight Rate (mechanical/adverse weather/TFR) ................................... $32.50 per hour (Minimum of 5 hours for any scheduled flight day) During non-flight time, RPIC can perform:  Aircraft inspections & prep for repair  Logging/updating administrative records  Testing and updating systems  Updating operating procedures/checklists …. and other tasks as requested vii. Holiday Pay - Hours Billed at 1.5x for all rates. Holiday list will align with City of Santa Monica’s holiday schedule. Training Daily Rate (up to 10 students) ............................................................................... $1,200/day i. Part 107 Exam (3 days) ii. Flight Training (2 days) iii. Motorola Aerial (1 day) Equipment Leasing .................................................................................................................. Varies Equipment Maintenance ........................................................................................................... Varies DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909 5.G.a Packet Pg. 262 Attachment: Flying Lion CT#4957 (5379 : 1st Mod - DFR Program) 10 Consulting/Training (non-flying) Rate ............................................................................ $250.00/hour  Development of Department Documents (SOP, Emergency Procedures, etc.)  FAA Consulting (Airspace Authorizations)  Aircraft Testing and Assessment FAA Consulting Services Beyond Visual Line of Site (BVLOS) COA ........................................................................... $7,000 Tactical Beyond Visual Line of Site (TBVLOS) COA .......................................................... $2,000 Two Drones to One Operator (2:1) ...................................................................................... $3,000 Any additional services provided by Flying Lion, Inc. ...................................... Current Rates Apply COMPENSATION PAID TO CONTRACTOR. The total amount of compensation paid to Contractor under this Agreement for any and all products and services performed by Contractor and provided to City shall at no time exceed $45,000, unless the Agreement is amended in writing by the parties to provide otherwise. METHOD OF PAYMENT. Contractor shall provide an invoice every 15 days, to City for approval and payment. Invoices must be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. Contractor may be required to provide back-up documentation upon request. SCHEDULE OF PAYMENT. City agrees to pay Contactor any undisputed amounts in correctly submitted invoices within thirty days (30) days of City’s receipt of the invoice; provided, however, that services are completed to the City’s full satisfaction. NOTICE. Written notices to City and Contractor shall be given by registered or certified mail, postage prepaid and addressed to or personally served on the following parties: Contractor: Flying Lion, Inc. 2110 Artesia Blvd. Suite #234 Redondo Beach, CA 90278 City: Santa Monica Police Department 333 Olympic Dr, Santa Monica, CA 90401 All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by registered or certified mail. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party. DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909 5.G.a Packet Pg. 263 Attachment: Flying Lion CT#4957 (5379 : 1st Mod - DFR Program) 11 EXHIBIT D Agreement Insurance Requirements – Drone Contractors Owner/Operator shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damage to property which may arise from or in connection with the ownership, maintenance, or use of the Unmanned Aerial Vehicle. Minimum Scope and Limits of Insurance Coverage shall be at least as broad as: 1. Aviation Liability Insurance-on an “occurrence” basis, including products and completed operations, property damage, bodily injury with limits no less than $1,000,000 per occurrence, and $2,000,000 in the aggregate. This coverage may also be provided by endorsement to a Commercial General Liability policy. In that event then: 2. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 3. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Owner/Operator has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage. 4. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease. If the Owner/Operator maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to the broader coverage or higher limits maintained by the Owner/Operator. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica. Other Insurance Provisions 1. The insurance policies are to contain, or be endorsed to contain, the following provisions: a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL and Aircraft Liability policies with respect to liability arising out of the use, occupancy, operations or maintenance of the leased premises, including work or operations performed by or on behalf of Owner/Operator. CGL coverage can be provided in the form of an endorsement to the Owner/Operator’s insurance (at DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909 5.G.a Packet Pg. 264 Attachment: Flying Lion CT#4957 (5379 : 1st Mod - DFR Program) 12 least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37). b. Primary Coverage: For any claims related to this Agreement, the Owner/Operator’s insurance shall be primary coverage as least as broad as Insurance Services Office Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Owner/Operator’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica. d. Waiver of Subrogation: Owner/Operator hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Owner/Operator may acquire against the City of Santa Monica by virtue of payment of any loss. Owner/Operator agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Santa Monica for all work performed by the Owner/Operator, its employees, agents and subcontractors. e. Loss Payee: The property insurance shall name the City of Santa Monica as Loss Payee as its interests appear. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Owner/Operator to purchase coverage with a lower retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self- insured retention may be satisfied by either the name insured or the City of Santa Monica. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica. Verification of Coverage Owner/Operator shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before the lease commences. However, failure to obtain required documents prior to the lease beginning shall not DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909 5.G.a Packet Pg. 265 Attachment: Flying Lion CT#4957 (5379 : 1st Mod - DFR Program) 13 waive the Owner/Operator’s obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time. Special Risks or Circumstances Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Failure to Maintain Insurance Coverage If Owner/Operator, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Owner/Operator resulting from said breach. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager. Footnotes # 1: Workers’ Compensation insurance coverage is not required if the Contractor does not have employees. The Contractor must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form. DocuSign Envelope ID: B441ABFF-1208-4FDB-B4D2-A84FF124B909 5.G.a Packet Pg. 266 Attachment: Flying Lion CT#4957 (5379 : 1st Mod - DFR Program) CITY OF SANTA MONICA OAKS INITIATIVE DISCLOSURE FORM In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Public benefits include: 1.Personal services contracts in excess of $25,000 over any 12-month period;2.Sale of material, equipment or supplies to the City in excess of $25,000 over a 12-month period; 3.Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period;4.Non-competitive franchise awards with gross revenue of $50,000 or more in any12-month period;5.Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000; 6.Tax “abatement, exception, or benefit” of a value in excess of $5,000 in any 12-month period; or7.Payment of “cash or specie” of a net value to the recipient of $10,000 in any 12-month period. Name(s) of persons or entities receiving public benefit: Name(s) of trustees, directors, partners, and officers: Name(s) of persons with more than a 10% equity, participation, or revenue interest: Prepared by: ____________________________Title: __________________________ Signature: ______________________________________ Date: __ ______ Email: ____________________________________ Phone: ____________________ FOR CITY USE ONLY: Bid/PO/Contract # ____________________________ Permit # ___________________________ Flying Lion, Inc. Barry Brennan Steven Katz Barry Brennan Steven Katz Steven Katz VP ____10/5/2022____ sk@flyinglioninc.com 310-702-8147 5.G.b Packet Pg. 267 Attachment: Flying Lion - Oaks Initiative Form (5379 : 1st Mod - DFR Program)