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HomeMy WebLinkAboutCAG2022-361 - Original - Drone Nerds Inc. - New Drone - 08/31/2022FOR CITY OF KENT OFFICIAL USE ONLY Agreement Routing Form For Approvals, Signatures and Records Management This form combines & replaces the Request for Mayor's Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Sup/Mgr: Dir Asst: Dir/Dep: KENT (Optional) WASHINGTON IU oL CLg Originator: Jalene King / Kevin Bateman Department: Police Date Sent: 08/L7 /2022 Date Required: Authorized to Sign: r'Mayor or Designee Date of Council Approval: Budqet Account Number: N00108.66400.3267 Budset? f]ves[tlo Grant? ves[ ruof] Type: l\/[ trovo ELorF E flco EooLEl Vendor Name: Drone Nerds Inc. Category: Contract Vendor Number: 2492335 Sub-Category: Original Project Name: DfOh€ Project Details: NeW DrOne Agreement Amount: $261037, 55 Start Date: 8117122 Basis for Selection of Contractor: Othef x Memo to Moyor must be attached Termination Date: 10 days from receipt of PO Local Businesszf]ves lf meets requirements per KCC 3.70.100, please complete "Vendor Purchase-Local kceptions"form on Cityspace, Business License Verifi cation:Yesf] tn-Proc"s[E*"tpt (KcC s.01,04s) Notice required prior to disclosure? [v.tIr'ro Contract Number: vt(,L) iE ttrccurF =e,.g oE Comments: Date Received: City AttorneY:Date Routed: Mayor's Office City Clerk's Office adccw22373,1-20 Visit Documents.KentwA.gov to obtain copies of all agreements rev. 2021 051 3 8/17/22 CAG2022-361 9/1/228/31/22 KENT POLICE POLICE DEPARTMENT Rafael Padilla Chief of Police 220 Fourth Ave S Kent, WA 98032 253-856-5800 Date: To: tEnvrtE. tt0rEhNl0llil$|. llllEcnnT August 9,2022 The Honorable Mayor Dana RalPh RE Sole Source of Service Waiver Request Mayor Ralph, I am respectfully requesting a one-time waiver of the three-bid requirement for purchasing items over g20,000. The Kent Police DepartmentTraffic Unit's current UAV (aka: Drone) that is used for mapping major collision and crime scenes has reached the end of its service life. We are in the process of purchasing the replacement, and although the UAV itself costs well under the $20,000 threshold, the price of the necessary accessories (batteries, camera, cases, etc) totals $23,649. With sales tax factored in, the final total is $26,037.55. The prices of the drone and accessories are set by the manufacturer (DJI). With our last UAV we purchased everything directly from DJI. This time, however, DJI does not have the camera in stock, but their authorized dealer in the Unites States (Drone Nerds Inc) does have the camera in stock. Since authorized dealers must adhere to DJI's pricing policies, other dealers will have identical prices. Therefore, obtaining multiple bids would be redundant. Thank You, Kevin Bateman I Police officer Traffic Unit I Police Department 220 Fourth Avenue South, Kent, WA 98032 Main 253-856-5800 I Fax: 253-856-6800 kbateman@KentWA,oov www.kentwa. gov/ Police City of Kent Police Department - State Accredited KENT GOODS & SERVICES AGREEMENT between the City of Kent and Drone Nerds Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Drone Nerds Inc. organized under the laws of the State of Florida, located and doing business at 5553 Anglers Ave Suite #I09, Ft. Lauderdale FL 33312 (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. The Vendor shall provide the following goods and materials and/or perform the following services for the City: Provide the Kent Police Traffic Unit with a DJI Matrice 300 RTK UAV (aka: Drone), six (6) additional T860 Intelligent Flight Batteries, and the Zenmuse P1 camera. See Exhibit A from Drone Nerds Inc (#EST402655102). The Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, the Vendor shall complete the work and provide all goods, materials, and services within 10 business days of receiving the purchase order from the City. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $26,037.55, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: One-time payment of $26,O37.55 from account #N00108.66400.3261 Card payment Prooram, The Vendor may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment GOODS & SERVICES AGREEMENT - 1 (Over $20,000, including WSST) DocuSign Envelope lD: 321 0973B-0F89-4DCA-BBCF-88F7BDl EACI 6 by check and is available for the convenience of the Vendor. If the Vendor voluntarily participates in this piogram, the Vendor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Vendor shall not charge those fees back to the City. If the City objects to all or any portion of an invoice, it shall notify the Vendor and reserves the option toonlypaythatportionoftheinvoicenotindispute. Inthatevent,thepartieswill immediatelymakeevery effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from the Vendor for any defective or unauthorized goods, materials or services. If the Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and the Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price spLcified above, The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. Final Pavment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV, INDEPENDENT CONTRACTOR. The parties intend that an Independent contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A, The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement' B, The Vendor maintains and pays for its own place of business from which the Vendor's services under this Agreement will be performed' The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement, VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, the Vendor must submit a written amendment request to the GOODS & SERVICES AGREEMENT - 2 (Over $20,000, including WSST) B c D E F DocuSign Envelope lD: 321 09738-0F89-4DCA-8BCF-88F7BD'1 EACl 6 person listed in the notice provision section of thisAgreement, Section XV(D), within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment, The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VIII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides, An amendment that is accepted by the Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. FORCE MAJEURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"), Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance, Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the pafty prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due to a force majeure event. performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Vendor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Vendor to fulfill its obligations under this Agreement. except as expressly contemplated by this section, all other costs will be borne by the Vendor. VIII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City oi all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed GOODS & SERVICES AGREEMENT - 3 (Over $20,000, including WSST) DocuSign Envelope lD: 32109738-0F89-4DCA-8BCF-88F7BD1 EAC16 to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement' At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below, FATLURE TO PROVIDE A COMPLETE, WRITTEN NOTTFTCATTON OF CLArM WITHTN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A.Notice of Claim. Provide a signed written notice of claim that provides the following information: 1, The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5, An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption' B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work, In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver, By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). IX. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK iS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. X. WARRANTY. The Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code, Title 624, Revised Code of Washington. The Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and the Vendor's representations to City. The Vendor shall prompgy correct all defects in workmanship and materials: (1) when the Vendor knows or should have known of the defect, or (2) upon the Vendor's receipt of notification from the City of the existence or discovery of the defect. In the event any part of the goods are repaired, only original replacement parts shall be used-rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for GOODS & SERVICES AGREEMENT - 4 (Over $20,000, including WSST) DocuSign Envelope lD: 32109738-0F89-4DCA-8BCF-88F78D1 EAC16 that portion of the work shall extend for an additional year beyond the original warranty period applicable to the overall work. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in orderto accomplish the correction. XI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy L.2, and upon completion of the contract work, file the attached Compliance Statement. XII. INDEMNIFICATION. The Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance oi tnis Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then the Vendor itratt pay ait tne CityG costs for defense, including all reasonable expert witness fees and reasonable attorneys, fees, plus ihe City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement. XIII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference' xIV. WORK PERFORMED AT VENDOR'S RISK. The Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at the Vendor's own risk, and the Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XV. MISCELLANEOUSPROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach, The failure of the City to insist upon strict performance of any of the covenants and agreenrents contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. GOODS & SERVICES AGREEMENT - 5 (Over $20,000, including WSST) DocuSign Envelope lD: 32109738-0FB94DCA-8BCF-88F78D1 EAC16 C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of iesolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiltion of tire King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative d'rspute resolution process. In any claim or lawsuit for damages arising from the partiel, performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award proui-ded by lJw; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XII of this Agreement. D, Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of thG Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F, Modification, Nowaiver,alteration,ormodificationofanyoftheprovisionsofthisAgreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Vendor, G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement, All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Comoliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regnttations that are now effective or in the future become applicable to the Vendor's business, equipmeni, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. public Records Act. The Vendor acknowledges that the City is a public agency subject to the public Records Acttodified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Vendor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of (ent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. Citv Business License Reouired. Prior to commencing the tasks described in Section I, Contractor agrees to prouide p.oof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counteroarts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of wnicn shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the oth6r by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person, IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered beiow. Alt acts consistent with the authority of this Agreement and prior GOODS & SERVICES AGREEMENT - 6 (Over $20,000, including WSST) VENDOR: By t-*;rit sam Sacal i sPrint Name: enterprise Executive sales Lead DATE . 8/L7/2022 CITY OF KENT: By Print Name: Dana RalPh DATE: DocuSign Envelope lD: 32109738-0F89-4DCA-8BCF-88F7BDlEAC16 to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have aPplied. U :\#Traff ic\Drone\GoodsandSrusAgr-Over20K Oraffic UAV) GOODS & SERVICES AGREEMENT. 7 (Over $20,000, including WSST) NOTICES TO BE SENT TO: VENDOR: Drone Nerds Inc. 5553 Anglers Ave. Suite #109 Ft. Lauderdale FL 33312 7 86-7 08-7807 (telePhone) sam@dronenerds.com (email) NOTICES TO BE SENT TO: CITY OF KENT: Officer Kevin Bateman (Police / Traffic Unit) City of Kent 220 Fourth Avenue South Kent, WA 98032 (2s3) 2s3-Bs6-5870 (telePhone) (253) 253-856-s860 (facsimile) APPROVED AS TO FORM: Kent Law Department ATTEST: Kent City Clerk 08/31/2022 DocuSign Envelope lD: 32109738-0F89-4DCA-8BCF'88F78D1 EAC16 DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, iubcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the direciives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, lolor, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal oppoftunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. DocuSign€d by: Sa,rn Sarafis By E4C488... samuel Sacal i sFor: Title Enterprise Executive Sales Lead 8/L7 /2022Date: EEO COMPLIANCE DOCUMENTS - 1 Of 3 DocuSign Envelope lD: 3210973B-0FB94DCA-8BCF-88F7BDl EAC16 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: L.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: POLICY: Equat employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to 910,000 or more within any given year, must take the following affirmative steps: Provide a written statement to all new employees and commitment as an equal opportunity employer. subcontractors indicating 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity PolicY. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. MINORITY AND WOMEN CONTRACTORS SUPERSEDES: April 1, 1996 APPROVED BY Jim White, MaYor 1 EEO COMPLIANCE DOCUMENTS - 2 of 3 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I,theundersigned,adulyrepresentedagentof Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on (date), between the firm I represent and the City ofth Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By For: Title: Date: EEO COMPLIANCE DOCUMENTS - 3 Of 3 EXHIBIT A Estimate Drone Nerds lnc. 5553 Anglers Ave. Suite #109 Ft. Lauderdale FL 33312 United States P: 786-708-7807 www.DroneNerds.com Contact: City of Kent kbateman@kentwa.gov other: BillTo: Kevin Bateman City of Kent 220 Fourth Avenue South Kent WA 98032 United States ShipTo: Kevin Bateman City of Kent 220 Fourth Avenue South Kent WA 98032 United States Order #EST402655102 PO Ref. Order Date 8t1t2022 Customer City of Kent Gurrency US Dollar Qtv Item / Description Unit Price Amount 1 M300RTK-COMBO-SP DJlMatrice 300 RTK Gombo (Shield Basic) DJI Matrice 300 RTK Combo (Shield Basic) Item lD:7145 13,199.00 13,199.00 6 cP.EN.0000 0262.0,1 DJI Matrice 300 series T860 lntelligent Flight Battery DJI Matrice 300 Series T860 lntelligent Flight Battery Item lD:7363 700.00 4,200.00 1 zENMUSEPI-CAREBASIC Zenmuse P1 (NA) with Care Enterprise Basic (Pl) Zenmuse P1 (NA) with Care Enterprise Basic (Pl) Item lD:7101 6,250.00 6,250.00 8 Subtotal 23,649.00 DiscountTotal 0.00 S&H 0.00 TaxTotal 110.1%l 2,388.55 Total 26,037.55 Additional Details: Drone Nerds adher to all manufacturers pricing policies in order to maintain our authorized dealer status. As a result we are able to provide the highest level of manufacture authorized service and support. pg. 1 EXHIBIT B INSURANCE REQUIREMENTS FOR GOODS AND SERVICES CONTRACTS Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. The Contractor's insurance coverage shall be primary insurance as respects the City. Any Insurance, self- insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and adveftising injury, and liability assumed under an insured contract. tfre City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability insurance: 1 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either PartY, except after EXHIBIT B (Continued) thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional ihsured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. 08/17/2022 RSC Insurance Brokerage, Inc. 3250 N. 29th Avenue Hollywood FL 33020 Karen Bryan (954) 963-6666 kbryan@risk-strategies.com Drone Nerds Inc 5553 Angler's Avenue Bldg 3, Ste #109 Dania Beach FL 33312 General Star Indemnity Company National Union Fire Ins Co of Pittsburgh, Pa. CL2222860135 A IYG423034E 02/28/2022 02/28/2023 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 Limitation of Coverage to Designated Operatio A IXG423035E 02/28/2022 02/28/2023 2,000,000 2,000,000 B Products Liability AP01503176406 01/26/2022 01/26/2023 Occ/Agg incl Prod/Co-op $10,000,000 Each Grounding/Agg $10,000,000 A & B Combined $10,000,000 PROOF OF COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY PC 24 0060 09 14 © General Star Management Company, Stamford, CT 2014. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement # , effective forms a part of Policy # issued to COMMERCIAL GENERAL LIABILITY PLUS COVERAGE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE OF GENERAL LIABILITY COVERAGE ENHANCEMENTS 1. Additional Insured(s) – Automatic Status In Writing In A Contract, Agreement, Request or Insurance Specifications: A. Additional Insured – Vendors B. Additional Insured – Trade Event Additional Insured(s) – Automatic Status When Required In Writing In A Contract Or Agreement With You: C. Additional Insured – Managers Or Lessors Of Premises D. Additional Insured – Mortgagee, Assignee, Or Receiver E. Additional Insured – Lessors Of Leased Equipment 2. Additional Insured – Primary And Non-Contributory Clause – Automatic Status When Required In Writing In A Contract or Agreement With You 3. Waiver Of Transfer Of Rights Of Recovery Against Others To Us – Automatic Status When Required In Writing In A Contract or Agreement With You 4. Employment – Related Practices – Defense Expense Reimbursement: Limit of Insurance: $5,000 Aggregate Limit 1.The person(s) or organization(s) qualifying as an additional insured under this endorsement is an additional insured on the later of the following dates: (a) The effective date of this endorsement. (b) The agreed upon date in the written contract or written agreement that such person or organization be an additional insured on your policy provided you execute in writing the contract or agreement prior to the agreed upon date; (c) The date the written contract or written agreement is executed; or (d) The date the written request or written insurance specifications are received by you and with respect to (b), (c) and (d) above is executed or received prior to any damages to which this insurance applies. You must retain a written copy of any contract, agreement or request. A. ADDITIONAL INSURED – VENDORS SECTION II – WHO IS AN INSURED is amended to include as an additional insured any of your vendors located in the United States of America (including its territories and possessions), Puerto Rico and Canada with whom you have agreed in writing in a contract or agreement or received a written request or written insurance specifications, including email or fax, to add them as an additional insured on your policy, but only with respect to "bodily injury" or "property damage" arising out of “your GENERAL STAR INDEMNITY COMPANY 15 February 28, 2022 DRONE NERDS INC by IYG423034E General Star Indemnity Company. PC 24 0060 09 14 © General Star Management Company, Stamford, CT 2014. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 5 products”, which are distributed or sold in the regular course of the vendor's business, covered by this policy. However: (1) The insurance afforded to such vendor only applies to the extent permitted by law; and (2) The insurance afforded to such vendor will not be broader than that which you are required, by the written contract or agreement, written request or written insurance specifications, including email or fax, to provide; and (3) Is subject to the following additional exclusions: Insurance afforded to the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a written contract or written agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the written contract or written agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) “Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: 1) The exceptions contained in Sub-paragraphs (d) or (f); or 2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (4) This insurance also does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. B. ADDITIONAL INSURED – TRADE EVENT SECTION II – WHO IS AN INSURED is amended to include as an additional insured any person or organization acting as the Trade Sponsor or Organizer and for whom you are participating in a Trade Event or Show when you and such person or organization have agreed in writing in a contract or agreement or received a written request or written insurance specifications, including email or fax requiring that such person(s) or organization(s) be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your participation in a Trade Event or Show. However: (1) The insurance afforded to such Trade Sponsor or Organizer only applies to the extent permitted by law; and PC 24 0060 09 14 © General Star Management Company, Stamford, CT 2014. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 5 (2) The insurance afforded to such Trade Sponsor or Organizer will not be broader than that which you are required, by the written contract or agreement, written request or written insurance specifications, including e-mail or fax, to provide. With respect to the insurance afforded to these additional insureds, this insurance does not apply to “bodily injury”, “property damage” or “personal and advertising injury” which takes place after your participation in the Trade Event or Show has ended. C. ADDITIONAL INSURED – MANAGERS OR LESSORS OF PREMISES SECTION II – WHO IS AN INSURED is amended to include as an additional insured your managers or lessors of premises with whom you have agreed in writing in a contract or agreement to add as an additional insured on your policy, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and covered by this policy. However: (1) The insurance afforded to such managers or lessors of premises only applies to the extent permitted by law; and (2) The insurance afforded to such managers or lessors of premises will not be broader than that which you are required to provide by the written contract or agreement; and (3) Is subject to the following additional exclusions: Insurance afforded to the managers or lessors of premises does not apply to: (a) Any "occurrence" which takes place after you cease to be a tenant in that premises. (b) Structural alterations, new construction or demolition operations performed by or on behalf of the additional insured(s). D. ADDITIONAL INSURED – MORTGAGEE, ASSIGNEE OR RECEIVER SECTION II – WHO IS AN INSURED is amended to include as an additional insured any mortgagee, assignee, or receiver with whom you have agreed in writing in a contract or agreement to add as an additional insured on your policy, but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use by you of your premises which are covered by this policy. However: (1) The insurance afforded to such mortgagee, assignee or receiver only applies to the extent permitted by law; and (2) The insurance afforded to such mortgagee, assignee or receiver will not be broader than that which you are required to provide by the written contract or agreement; and (3) Is subject to the following additional exclusions: Insurance afforded to the mortgagee, assignee or receiver does not apply to: (a) Structural alterations, new construction and demolition operations performed by, or on behalf of, the additional insured(s). E. ADDITIONAL INSURED – LESSOR OF LEASED EQUIPMENT SECTION II – WHO IS AN INSURED is amended to include as an additional insured any lessor from whom you lease equipment and with whom you have agreed in writing in a contract or agreement to add as an additional insured but only with respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such lessor. However: (1) The insurance afforded to such lessor only applies to the extent permitted by law; and (2) The insurance afforded to such lessor will not be broader than that which you are required to provide by the written contract or agreement; and (3) The lessor’s status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends; and PC 24 0060 09 14 © General Star Management Company, Stamford, CT 2014. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 5 (4) Is subject to the following additional exclusions: Insurance afforded to the lessor does not apply to: (a) Any “occurrence” which takes place after the equipment lease expires. With respect to the insurance afforded to the additional insureds in paragraphs A though E above, the following is added to Section III-Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the contract or agreement; or (2) Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision will not increase the applicable Limits of Insurance shown in the Declarations. 2. ADDITIONAL INSURED – PRIMARY AND NON–CONTRIBUTORY CLAUSE – AUTOMATIC STATUS WHEN REQUIRED IN WRITING IN A CONTRACT OR AGREEMENT A.For any additional insured(s) added by endorsement to this policy, any other insurance available to such additional insured(s) shall be excess of this insurance and this insurance shall be primary. B.This endorsement applies to an additional insured only if you have agreed, in writing in a contract or agreement, to provide primary insurance to such additional insured on a non-contributory basis. You must retain a written copy of any contract or agreement. C.When this endorsement applies, it is effective on or after the later of the following dates: (1) The date the written contract or written agreement is executed; or (2) The effective date of this endorsement. D. If, however, the additional insured has other insurance available as an additional insured on any other insurance policy, this endorsement shall not apply and this insurance shall apply on an excess basis. 3. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US – AUTOMATIC STATUS WHEN REQUIRED IN WRITING IN A CONTRACT OR AGREEMENT The Transfer Of Rights Of Recovery Against Others To Us Condition (SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damages arising out of your ongoing operations or "your work" done under a written contract or written agreement with that person or organization and included in the “products-completed operations hazard”. This waiver applies only: (1) To a person or organization with whom you have entered into a written contract or written agreement prior to a loss; and (2) When such waiver is effective on or after the later of the following dates: (a) The date specified in the written contract or written agreement; or (b) The effective date of this endorsement. 4. EMPLOYMENT–RELATED PRACTICES – DEFENSE EXPENSE REIMBURSEMENT The following Supplementary Payments are added to the policy: A.We agree to reimburse you, up to a total aggregate amount of $5,000, without regard to the deductible, for the sum of all “employment-related practices liability claims expenses” incurred by you only if: (1) The “employment-related practices liability claim(s)” against an insured takes place in the “coverage territory”; (2) The “employment-related practices liability claim(s)” against an insured did not commence before the effective date of this policy or after the end of this policy period and provided further that prior to the effective date of this policy, no Insured listed under Clause 1. of SECTION II – WHO IS AN INSURED, and no "employee" authorized by an Insured to give or receive notice of PC 24 0060 09 14 © General Star Management Company, Stamford, CT 2014. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 5 an “employment-related practices liability claim(s)” knew of an “injury”, or any event, situation or transaction that may reasonably be expected to give rise to an “employment- related practices liability claim(s)” being made against any Insured. If such a listed Insured or authorized "employee" had such knowledge, then any continuation or resumption of such circumstances during or after the policy period will be deemed to have been known prior to the policy period; (3) The “employment-related practices liability claims expenses” are incurred within one year of the date the “employment-related practices liability claim(s)” against an insured was initiated; and (4) The “employment-related practices liability claims expenses” are reported to us within one year of the date the “employment practices liability claims expenses” are incurred. B.For the purposes of the EMPLOYMENT – RELATED PRACTICES – DEFENSE EXPENSE REIMBURSEMENT provision of this endorsement the following definitions are added to SECTION V – DEFINITIONS of the Commercial General Liability Coverage Form: (1) “Employment- related practices liability claim(s)” means: (a) Any oral or written demand or notice received by you; (b) Any arbitration, other alternative dispute resolution or other civil legal proceedings; or (c) Any administrative proceedings or hearing conducted by a governmental agency (federal, state or local) having the proper legal authority over the matter by any person seeking damages arising out of one or more of the following offenses: 1) Refusal to employ that person; 2) Termination of that person’s employment; or 3) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination, or malicious prosecution directed at that person. (2) “Employment - related practices liability claims expenses” – means fees, costs and expenses, which result from the investigation, adjustment, and defense of an “employment-related practices liability claim(s)”. “Employment - related practices liability claims expenses” does not include any of the following: (a) Settlements or judgments: (b) Civil fines or penalties; (c) Criminal fines or penalties; (d) Administrative or other fines or penalties; (e) Sanctions; (f) Any portion of any judgment, award of verdict that represents a multiple of the compensatory amounts; or (g) Salaries and expenses of our “employees”, you, your “employees”, or of any insured. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED