Investing in upgrading critical infrastructure, not only benefits the police department but also contributes to the overall improvement of the City's infrastructure network. This can have a positive impact on the city's competitiveness, livability, and attractiveness to residents, visitors, and businesses alike.
FISCAL IMPACT:
None. These services will be funded with Facilities Funds, which are available in the adopted Fiscal Year 2023-24 Budget.
NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):
1. Agreements
2. Purchase Orders
PUBLIC WORKS DEPARTMENT
Vendor Name Agreement 2023 Amounts Account Number Description S&S Power Engineering Inc. In process $135,414.00 100-2101-221-0-0-40514 Data Center and Critical Area UPS Replacement Total: $135,414.00
PUBLIC WORKS DEPARTMENT
Vendor Name Agreement 2023 Amounts Account Number Description MC Electrical Inc. In process $93,000.00 100-2101-221-0-0-40514 Emergency Generator Rewire Services Total: $93,000.00
AGENDA ITEM NO. 19
CITY OF HAWTHORNE
City Council
AGENDA BILL
For the meeting of February 13, 2024
Originating Department: Police - Operations
City Manager: __________
Vontray Norris
Chief of Police: ___________
Gary Tomatani
SUBJECT:
Approve an Agreement between the Hawthorne Police Department and Brinc Drones for a five (5) year contract for Drone First Responder (DFR), in the amount of $503,750.00; and Approval of Blanket Purchase Order, not to exceed $61,750.00 to Brinc Drones for the first year of the Brinc contract services.
RECOMMENDED MOTION:
Staff recommends that the City Council approve the agreement with Brinc Drones for Drone First Responder (DFR) in the amount of $503,750.00 for the five-year term of the agreement and a blanket purchase order Not to Exceed $61,750.00 to Brinc Drones for the first year of the contract services and authorize the Chief of the Police Department to execute the agreement and any make minor amendments thereto.
DISCUSSION:
The Hawthorne Police Department would like to enter into an agreement with Brinc Drones to assist with the police department Drone First Responder (DFR) program. The Hawthorne Police Department has been utilizing drones for several years to assist with traffic accident investigations and reconstruction, crime scene investigations and reconstruction, police containment searches, canine searches and DFR response to calls for police services. This initiative aims to leverage drone technology to improve the efficiency of our police response, enhance officer and community safety, and facilitate more effective de-escalation strategies.
Drones can be deployed swiftly to assess and monitor scenarios, providing crucial information that can help in de-escalating potentially volatile situations. Real-time information from drone footage ensures that appropriate police resources are dispatched, enhancing the efficiency and
effectiveness of the response. The use of drones minimizes the risk to officers and civilians by providing a preliminary assessment of threats and situation dynamics.
With evolving public safety challenges, it is imperative to explore innovative solutions that can augment our police department's capabilities. Brinc Drones offer cutting-edge technology designed for law enforcement use, enabling real-time information and assessment of situations before police officers arrive.
ECONOMIC DEVELOPMENT STRATEGIC PLAN:
Leverage technology to accurately determine and implement the appropriate law enforcement response to service calls, minimizing liability and harm to both the public and officers through enhanced situational awareness before officer arrival.
FISCAL IMPACT:
The first two years of $61,750 and $126,750, respectively, to be paid from the Asset Forfeiture Funds. The balance, for years three, four and five may be paid from Asset Forfeiture or the General Fund, depending on the evolving regulations on Asset Forfeiture Spending.
NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):
1. Agreement between City of Hawthorne and Brinc Drones in the amount of $503,750.00
2. Brinc Drones Master Services and Purchasing Agreement
3. Hawthorne Police Department Letter of Intent to Purchase Brinc Drones Program 1 of 13
BRINC Master Services and Purchasing Agreement
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MASTER SERVICES AND PURCHASING AGREEMENT
This Master Services and Purchasing Agreement (“Agreement”) is between BRINC Drones, Inc., a Delaware corporation (“BRINC”), and the agency listed in the signature block or, if no agency is listed, the agency executing an Order Form that references this Agreement (“Agency”). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) signature date on the Order Form referencing this Agreement (“Effective Date”). This Agreement will govern future purchases by Agency for the same BRINC Devices and Services in the Order Form.
The Parties agree as follows:
1. Definitions
In addition to capitalized terms defined elsewhere in this Agreement, these following terms have the following meanings:
1.1. “BRINC Live Operations” means BRINC’s streaming services for BRINC data streaming and interactions between BRINC Devices and/or BRINC client software.
1.2. “BRINC Device” means all hardware provided by BRINC under this Agreement.
1.3. “Documentation” means specifications, user manuals, warnings, and other materials relating to the BRINC Devices or Services provided or made available by BRINC to Agency, as may be modified by BRINC from time to time.
1.4. “Fees” means the fees payable by Agency as set forth in an Order Form.
1.5. “Order Form” means each written order specifying the BRINC Devices and Services to be provided under this Agreement and applicable Fees, that is entered into between Agency and BRINC.
1.6. “Services”means all services provided by BRINC under this Agreement, including software, BRINC Live Operations, and professional services.
1.7. “Subscription Term” means the period specified in an Order Form during which Agency will have access to the Services.
1.8. “Third-Party Services” means separate hardware, services, or applications procured by Agency from a party other than BRINC that can be used in connection with the Services.
2. Term and Termination
2.1. Term. This Agreement begins on the Effective Date and continues as long as any Order Form remains in effect (“Term”). BRINC will not authorize services until BRINC receives a signed Order Form or accepts a purchase order, whichever is first.
2.2. Term of Order Forms. Unless otherwise stated in the applicable Order Form, (a) the initial Subscription Term of each Order Form begins on the effective date of such Order Form and 2 of 13
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continue for the Subscription Term stated in the Order Form; and (b) the Subscription Term will automatically renew for a Subscription Term equivalent to the initial Subscription Term, unless either party provides the other party with written notice of non-renewal at least 30 days before the end of the then-current Subscription Term.
2.3. Termination for Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to BRINC’s uncured breach, BRINC will refund prepaid amounts on a prorated basis based on the effective date of termination.
2.4. Termination by Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable.
2.5. Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate.
Agency remains responsible for all Fees incurred before the effective date of termination. If Agency purchases BRINC Devices for less than the manufacturer’s suggested retail price (“MSRP”) and this Agreement terminates before the end of the Term, BRINC will invoice Agency the difference between the MSRP for BRINC Devices received, including any spare BRINC Devices, and amounts paid towards those BRINC Devices. Only if terminating for non- appropriation, Agency may return BRINC Devices to BRINC within 30 days of termination. MSRP is the standalone price of the individual BRINC Device at the time of sale. For bundled BRINC Devices, MSRP is the standalone price of all individual components.
2.6. Survival. The sections titled “Effect of Termination,” “Survival,” “Fees, Payment, and Shipping,” “Confidentiality,” “Disclaimers,” “Proprietary Rights,” “Limitation of Liability,” and “Miscellaneous” will survive any termination or expiration of this Agreement.
3. Fees, Payment, and Shipping
3.1. Fees. Unless otherwise stated in the relevant Order Form, BRINC will invoice Agency upon shipment of the BRINC Devices in the Order Form, and payment is due within 30 days from the invoice date. For all Subscription Fees, BRINC will invoice Agency annually on the anniversary of the initial invoice. Payment obligations are non-cancelable. Unless otherwise stated in an Order Form, BRINC may increase the Fees upon renewal of each Order Form Subscription Term by providing written notice to Agency at least 45 days before the commencement of the applicable renewal Subscription Term, provided that Hawthorne Police Department agrees to the new rate.
3.2. Late Payments. Hawthorne Police Department will be allotted a net 45 day from invoice payment due. If BRINC does not receive any invoiced amount by the invoice due date, then without limiting BRINC’s rights or remedies, BRINC may, unless prohibited by law, charge Agency late interest fees at the lower of one-and-a-half percent (1.5%) per month or the highest rate allowed by law, plus all expenses of collection, including reasonable attorneys’ fees.
3.3. Payment Disputes. BRINC will not exercise its rights under the “Late Payments” section above if Agency disputes the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
3.4. Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides BRINC a valid tax exemption certificate.
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3.5. Refunds. All sales are final. BRINC does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. Agency will pay invoices without setoff, deduction, or withholding.
3.6. Shipping. BRINC may make partial shipments and ship BRINC Devices from multiple locations.
All shipments are FOB Destination via common carrier. Title and risk of loss pass to Agency upon BRINC’s delivery to the Agency. Agency will pay any shipping charges in the Order Form.
Shipping dates are estimates only. BRINC is not responsible for typographical errors in any offer by BRINC, and BRINC may cancel any orders resulting from such errors. Orders are subject to prior credit approval.
4. Hardware Warranties and Disclaimers
4.1. Hardware Warranty. BRINC warrants that BRINC manufactured Devices are free from defects in workmanship and materials for one year from the date of Agency’s receipt. For BRINC manufactured Devices purchased by Agency under the BRINC Support Program, BRINC warrants such BRINC Devices are free from defects in workmanship and materials from the date of Agency’s receipt for the duration of the BRINC Support Program term.
4.2. Disclaimers. Except as expressly provided herein, BRINC provides all software and Services "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose. ThirdParty Services are not covered by BRINC’s warranty and are only subject to the warranties of the third-party provider or manufacturer.
4.3. Claims. If BRINC receives a valid warranty claim for a BRINC manufactured Device during the warranty term, BRINC’s sole responsibility is to repair or replace such Device with the same or like BRINC manufactured Device, at BRINC’s option. A replacement BRINC-Manufactured Device will be new or like new. The warranty of the replacement BRINC manufactured Device will be the longer of (a) the remaining warranty of the original BRINC manufactured Device or (b) 90-days from the date of repair or replacement.
4.4. Exclusions. BRINC’s warranty excludes damage related to: (a) failure to follow BRINC Device use instructions; (b) BRINC Devices used with equipment not manufactured or recommended by BRINC; (c) abuse, misuse, or intentional damage to the BRINC Device; (d) force majeure; (e) BRINC Devices repaired or modified by persons other than BRINC without BRINC’s written permission; (f) BRINC Devices with a defaced or removed serial number; or (g) Agency’s failure to complete training from BRINC on operating and flying the BRINC Device prior to Agency’s use of the BRINC Device. BRINC’s warranty will be void if Agency resells BRINC Devices.
4.5. Replacement Device. If Agency exchanges a device or part, the replacement item becomes Agency’s property, and the replaced item becomes BRINC’s property. Before delivering a BRINC Device for service, Agency must download BRINC Device data and retain a copy. BRINC is not responsible for any loss of software, data, or other information contained in storage media or any part of the BRINC Device sent to BRINC for service.
4.6. Spare BRINC Devices. At BRINC’s reasonable discretion, BRINC may provide Agency a predetermined number of spare BRINC Devices. Spare BRINC Devices are intended to replace broken or non-functioning units while BRINC repairs or replaces the broken or non-functioning 4 of 13
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units through the warranty return process. Title and risk of loss for all spare BRINC Devices shall pass to Agency as described in the “Shipping” section.
5. Confidentiality
5.1. Definition of Confidential Information. “Confidential Information” means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. To the extent permissible by law, BRINC pricing is Confidential Information and competition sensitive.
5.2. Protection of Confidential Information. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential Information during the Term and for 5 years thereafter.
5.3. Disclosure. Either party may disclose Confidential Information to the extent required by law, provided that the receiving party gives the disclosing party reasonable advance notice of such disclosure and cooperates with the disclosing party so the disclosing party may obtain appropriate treatment for such Confidential Information. If Agency receives a public records request to disclose BRINC Confidential Information, to the extent allowed by law, Agency will provide notice to BRINC before disclosure. BRINC may publicly announce information related to this Agreement.
6. Proprietary Rights
6.1. BRINC Device and Services. BRINC and its licensors own and reserve all right, title, and interest in BRINC Devices, Services, and Documentation, including all related intellectual property rights, underlying technology, derivative works, modifications, or improvements of any of the foregoing.
No rights are granted to Agency hereunder other than as expressly stated herein.
6.2. Feedback. Agency hereby grants BRINC a perpetual, irrevocable, royalty-free and fully paid right to use and otherwise exploit in any manner any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Agency related to the BRINC Devices or Services or other BRINC products or services.
7. Limitation of Liability
7.1. Exclusion of Certain Types of Damages. Except to the extent prohibited by law, neither party will have any liability arising out of or related to this Agreement for any indirect, exemplary, incidental, special, punitive, cover, business interruption, lost profit, or consequential damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or has been advised of the possibility of such damages or if a party’s remedy otherwise fails of its essential purpose.
7.2. Liability Cap. Except for amounts payable under BRINC’s intellectual property indemnification obligations under “IP Indemnification”, in no event will the aggregate total liability of either party arising out of or related to this Agreement exceed the purchase price paid to BRINC for the BRINC Device, or if for Services, the amount paid for such Services over the 12 months preceding the claim. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability but will not limit Agency’ payment obligations under the “Fees and Payments” section above. In the event Agency (i) modifies a BRINC Device, (ii) fails to operate a BRINC Device in accordance with BRINC’s 5 of 13
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warnings or guidelines, or (iii) is involved in an accident involving a BRINC Device, BRINC will have no liability to Agency for any damages.
8. IP Indemnification
8.1. Indemnification by BRINC. BRINC will indemnify Agency against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of BRINC Devices or Services infringes or misappropriates the third-party’s intellectual property rights. Agency must promptly provide BRINC with written notice of such claim, tender to BRINC the defense or settlement of such claim at BRINC’s expense and cooperate fully with BRINC in the defense or settlement of such claim. BRINC’s IP indemnification obligations do not apply to claims based on (a) modification of BRINC Devices or Services by Agency or a third-party not approved by BRINC; (b) use of BRINC Devices and Services in combination with hardware or services not approved by BRINC; (c) use of BRINC Devices and Services other than as permitted in this Agreement; or (d) use of BRINC software that is not the most current release provided by BRINC.
8.2. Sole and Exclusive Remedy. If BRINC receives information about an infringement or misappropriation claim related to BRINC Devices or Services, BRINC may and at no cost to Agency: (i) modify the BRINC Devices or Services so that they are no longer claimed to infringe or misappropriate; (ii) obtain a license for Agency’s continued use of the BRINC Devices or Services in accordance with this Agreement; or (iii) terminate Agency’s subscriptions for the BRINC Devices or Services upon 30 days’ written notice and refund Agency any prepaid fees covering the remainder of the subscription term of the terminated Services. This Indemnification section sets forth BRINC’s sole liability to, and the Agency’s exclusive remedy against, BRINC for the third-party claims described herein.
9. Additional Offerings; Changes to Offerings
9.1. New offerings. New devices and services may require additional terms.
9.2. Design Changes. BRINC may make design changes to any BRINC Device or Service without notifying Agency or making the same change to BRINC Devices and Services previously purchased by Agency. Any such design changes will not materially decrease the overall functionality of the Services or BRINC Devices.
9.3. Bundled Offerings. If Agency purchases a bundled offering from BRINC and (i) some offerings in the bundle will be available in future years and not currently available at the time of purchase, or (ii) Agency elects not to utilize any portion of the bundle, BRINC will not provide a refund, credit, or additional discount beyond what is in the Order Form.
10. Use of BRINC Devices and Services
10.1. Third-Party Software and Services. Agency may integrate BRINC Devices or Services with ThirdParty Services. The terms and conditions governing Agency’s access, use, and exchange of data with Third-Party Services is solely between Agency and the Third-Party Services provider. BRINC does not endorse or support and is not responsible for Third-Party Services. Agency is solely responsible and liable for its use of Third-Party Services. BRINC has no obligation to support any integration of Third-Party Services with the Services and may cease any integrations of Third-Party Services at any time.
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10.2. Agency Responsibilities. Agency is responsible for (a) Agency’s use of BRINC Devices and Service, including ensuring that Agency and End Users adhere to all applicable laws and regulations applicable to the operation of unmanned aircraft system and that Agency and End Users operate BRINC Devices in accordance with the Documentation (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; (c) a dispute between Agency and a thirdparty over Agency’s use of BRINC Devices; (d) ensuring BRINC Devices are destroyed and disposed of securely and sustainably at Agency’s cost; (e) any regulatory violations or fines, as a result of improper use, destruction, or disposal of BRINC Devices; and (f) ensuring no modifications are made to weaponize the BRINC Device.
10.3. Cloud Services. Agency may purchase cloud services from BRINC to utilize a SaaS based platform to store and manage footage captured from a BRINC Device (“Cloud Services”). Any data that Agency uploads to Cloud Services from a BRINC Device will be considered Agency Data. BRINC may collect and analyze information relating to Agency’s use of Cloud Services and BRINC Devices, including Agency Data, in connection with Agency’s use of Cloud Services. BRINC may use such information to develop and improve the Cloud Services and BRINC Devices and other BRINC offerings, but only in aggregate, anonymized form which cannot be readily linked to Agency or any specific entity or natural person (“Aggregated Anonymous Data”). For sake of clarity, Aggregated Anonymous Data is not Agency Data. BRINC may utilize third-party cloud hosting providers to store Agency Data. If data is stored within BRINC’s cloud based partner ecosystem, such third party retains ultimate responsibility for the availability and integrity of Agency Data. BRINC will implement and maintain appropriate administrative, physical, and technical security measures designed to protect the security, confidentiality, and integrity of, and prevent the unauthorized disclosure of, Agency Data.
11. Donations and Beta Tests
11.1. Charitable Donations. Upon mutual agreement between BRINC and Agency, BRINC may provide certain products and services to Agency, as a charitable donation. By accepting a charitable donation, Agency represents and warrants that it may do so under applicable law. BRINC may publicly announce its participation in any such charitable donation and use Agency’s name in marketing materials. BRINC may terminate the charitable program without cause immediately upon notice to the Agency.
11.2. Free Trials and Beta Testing. BRINC may offer optional free trial or beta access to BRINC Services or Devices. Use of free trials and betas is only for Agency’s internal evaluation during a 30-day period, unless otherwise specified in writing by BRINC. Either party may terminate Agency’s use of free trials and betas at any time for any reason.
11.3. Limitations. Trials and betas may be inoperable, incomplete, or include features never released.
Notwithstanding anything else in this Agreement, BRINC offers no warranty, indemnity, or support for free trials and betas or charitable donations, and its liability for such use will not exceed US$1,000.
12. Miscellaneous
12.1. Force Majeure. Except for Agency’s obligation to pay Fees owed, neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s reasonable control. 7 of 13
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12.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
12.3. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
12.4. Cooperative Purchasing. To the extent legally allowed, Agency will permit other governmental agencies to utilize this Agreement under the same terms and conditions to purchase the same Services and BRINC Devices described in the Order Form.
12.5. Insurance. BRINC will maintain General Liability and Workers’ Compensation insurance. Upon request, BRINC will supply certificates of insurance.
12.6. Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law.
12.7. U.S. Government Restricted Rights. If Agency is a U.S. federal government department or agency or contracting on behalf of such department or agency, the Services are a “Commercial Product” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are licensed to Agency with only those rights as provided under the terms and conditions of this Agreement.
12.8. Export Compliance. Each Party will comply with all import and export control laws and regulations.
12.9. Anti-Bribery. Neither party has received or been offered any illegal or improper bribe, rebate, payoff, influence payment, kickback, or other thing of value from an employee or agent of the other party in connection with this Agreement.
12.10. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent. BRINC may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns.
12.11. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.
12.12. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect.
12.13. Governing Law. The laws of the state where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 8 of 13
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12.14. Notices. All notices required or permitted under this Agreement must be in English and delivered in writing. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Notices to Agency shall be provided to the address on file with BRINC.
Notices to BRINC shall be provided to BRINC Drones Inc, Inc., Attn: Legal, 1055 N. 38th St.
Seattle, WA 98103.
12.15. Entire Agreement. This Agreement, including any Order Form(s) or SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties. Any terms within the Agency's purchase order in response to an Order Form will be void.
12.16. Counterparts. If the parties sign this agreement in several counterparts, each will be deemed an original, but all counterparts together will constitute one instrument.
Agency BRINC Drones, Inc.
Signature _____________________________ Signature _____________________________ Name ________________________________ Name ________________________________ Title _________________________________ Title _________________________________ Date _________________________________ Date _________________________________ 9 of 13
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BRINC Training Appendix
This BRINC Training Appendix applies to Agency’s purchase of BRINC training services.
1. Use of Training Services. If Agency purchases any BRINC training services, Agency must schedule such services within 30 days of the Effective Date.
2. End user go-live training and support sessions.
2.1. BRINC Go-Live Ground School. If Agency purchases this training services package, BRINC’s training will include the following:
● Structured training on device standard and emergency operations. ● In-depth device charging, troubleshooting and maintenance steps. ● Operational best practice with the respective device. ● Reality-based scenario training.
● Emergency operations with the respective device.
● Hands-on assistance with set-up and integration.
● Support sessions
2.2. BRINC Lemur Familiarization and Overview. If Agency purchases this training services package, BRINC’s training will include the following:
● Virtual overview of device nomenclature, basic and emergency operations, charging, routine maintenance and description of basic integration of the respective device. ● Support sessions.
3. Delivery of Training
3.1. Timing. BRINC personnel will perform all training Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays, unless otherwise agreed to in writing.
3.2. On-Site Training. If BRINC will be performing training at Agency’s location, Agency is responsible for ensuring the site is suitable for training. If the training is scheduled for multiple days, the training days must be scheduled consecutively. 10 of 13
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BRINC Support Program Appendix
If Agency purchases BRINC Support Program or a bundle including BRINC Support Program, this appendix applies.
1. BRINC Support Program. The BRINC Support Program is an extended full-service warranty that starts on the Subscription Term and terminates as detailed in the Order Form. The extended warranty includes unlimited repairs on BRINC Devices and unlimited replacements for any Lemur Airframe that BRINC is unable to repair between hardware Upgrades. For BRINC Ball, BRINC will provide unlimited repairs and replacements for any BRINC Ball that BRINC is unable to repair.
Agency is to return the destroyed device or provide reasonable documentation that the device was destroyed (i.e. pictures or video).
2. BRINC Support Program Upgrade. If Agency has no outstanding payment obligations and purchased BRINC Support Program, BRINC will provide Agency a new BRINC Lemur Drone and/or BRINC Ball as scheduled in the Order Form (“Upgrade”). If Agency purchased BRINC Support Program, BRINC will provide a Lemur Drone Upgrade that is the same or like BRINC Device, at BRINC’s option. BRINC makes no guarantee the Upgrade will utilize the same accessories.
3. Upgrade Delay. BRINC may ship the Upgrades as scheduled in the Order Form without prior confirmation from Agency. BRINC may ship the final Upgrades as scheduled in the Order Form 60 days before the end of the Subscription Term without prior confirmation from Agency.
4. Upgrade Change. If Agency wants a different BRINC Device model from the Upgrade offered by BRINC, Agency must pay the price difference between the MSRP for the desired BRINC Device and the MSRP for the Upgrade. If the model Agency desires has an MSRP less than the MSRP of the offered Upgrade, BRINC will not provide a refund. The MSRP is the MSRP in effect at the time of the Upgrade.
5. Firmware Updates. BRINC will provide Updates and Upgrades to BRINC Device firmware for as long as a BRINC Device is part of an active Support Program. An “Update” is a generally available release that BRINC makes available from time to time. An “Upgrade” includes (i) new versions of BRINC software and/or firmware that enhance features and functionality, as solely determined by BRINC. Upgrades exclude new products that BRINC introduces and markets as distinct products or applications. New or additional BRINC products and applications, as well as any BRINC professional services are not included.
6. Return of Original BRINC Device. Within 30 days of receiving an Upgrade, Agency must return the original BRINC Devices to BRINC or destroy the BRINC Devices and provide a certificate of destruction to BRINC including serial numbers for the destroyed BRINC Devices. If Agency does not return or destroy the BRINC Devices, BRINC will deactivate the serial numbers for the BRINC Devices received by Agency. If Agency does not return or destroy the BRINC Devices, (i) Agency cannot resell, gift, or donate the BRINC Devices; (ii) Agency will not allow the BRINC Devices to be used for personal use; (iii) Agency must retain direct custody and control of the BRINC Devices; and (iv) BRINC will offer no warranty for those BRINC Devices and will have no liability for any damages relating to the use of such BRINC Devices.
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7. Termination. If Agency’s payment for BRINC Support Program is more than 30 days past due, BRINC may terminate Agency’s BRINC Support Program purchase Once the BRINC Support Program terminates for any reason, then:
7.1. BRINC Support Program coverage terminates as of the date of termination and no refunds will be given.
7.2. BRINC will not and has no obligation to provide Upgrades.
7.3. Agency must make any missed payments due to the termination before Agency may purchase any future BRINC Support Program.
8. Trade-in. If the Order Form contains a discount on Lemur related line items, including items related to Support Program Plans, then that discount may only be applied as a trade-in credit, and Agency must return used hardware and accessories associated with the discount (“Trade-In Units”) to BRINC. BRINC will pay shipping costs of the return. If BRINC does not receive TradeIn Units within the timeframe below, BRINC will invoice Agency the value of the trade-in credit.
Agency may not destroy Trade-In Units and receive a trade-in credit. 12 of 13
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BRINC Live Operations Appendix
If Agency purchases BRINC Live Operations or a bundle including BRINC Support Program, this appendix applies.
1. BRINC Live Operations Subscription Term.
1.1. As a Bundled Offering. If Agency purchases BRINC Live Operations as part of a bundled offering, the BRINC Live Operations subscription begins on the later of the (1) start date of that bundled offering, or (2) date BRINC provisions BRINC Live Operations to Agency.
1.2. As a Standalone. If Agency purchases BRINC Live Operations as a standalone, the BRINC Live Operations subscription begins the later of the (1) date BRINC provisions BRINC Live Operations to Agency, or (2) first day of the month following the Effective Date.
1.3. End Date. The BRINC Live Operations subscription term will end upon the completion of the Subscription Term as documented in the Order form.
2. Scope of BRINC Live Operations. The scope of BRINC Live Operations is to assist Agency with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Agency uses BRINC Live Operations outside this scope or Agency’s data usage suggests use outside of the scope, BRINC may initiate good-faith discussions with Agency on upgrading Agency’s BRINC Live Operations to better meet Agency’s needs. For Drone deployments, the licensed pilot is ultimately responsible for the aircraft and LiveOps is an assistance tool to fly remotely. Brinc cannot guarantee 100% connection to the aircraft from LiveOps.
3. Partner Networks. BRINC Live Operations relies on the support of third-party wireless providers (“Partner Networks”). Partner Networks are made available as-is and the Partner Networks make no warranties or representations as to the availability or quality of roaming service provided by the Partner Networks. The Partner Networks will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Agency expressly understands and agrees that it has no contractual relationship whatsoever with the underlying Partner Network or its affiliates or contractors, and Agency is not a third-party beneficiary of any agreement between BRINC and Partner Networks.
4. Data Plan. BRINC is responsible for handling all customer satisfaction issues related to the Data Plan, for which the BRINC provided SIM card is integral to its operation. BRINC will invoice Agency for Data Plan and SIM card directly. The Data Plan utilizes Partner Networks, but BRINC will be responsible for all network related issues. If data is stored within BRINC’s cloud based partner ecosystem, ultimate responsibility for data availability and integrity will be the responsibility of the partner and BRINC.
5. Termination. Upon termination of this Agreement or applicable Order Form, or if Agency stops paying for BRINC Live Operations or a bundle that includes BRINC Live Operations, BRINC will end BRINC Live Operations services, including any BRINC-provided LTE service. 13 of 13
BRINC Master Services and Purchasing Agreement
Release Date: March 31, 2023
Drones as a First Responder Early Access Program
If Agency participates in the Drones as a First Responder Early Access Program, this appendix applies.
1. Early Access. If BRINC provides Agency access to the Drones as a First Responder Early Access Program (“Program”) before BRINC makes the Drones as a First Responder service generally available, BRINC will provide Agency with early access to the Program for the purpose of testing, evaluation, and feedback. Agency acknowledges and agrees that participation in the Program does not entitle Agency to any discounts, reduced fees, or other benefits not explicitly stated in this Agreement. The Program is not intended as a discount or incentive program.
2. Feedback and Testing. Agency agrees to provide feedback, reports, and test results to BRINC, including any issues, suggestions, or improvements related to the products and services used during the Program. BRINC may use Agency's feedback and suggestions to improve its products and services but is under no obligation to implement or adopt any of the feedback provided by Agency.
Agency hereby grants BRINC a perpetual, irrevocable, royalty-free and fully paid right to use and otherwise exploit in any manner any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Agency related to the Program or other BRINC products or services, including for the purpose of improving and enhancing BRINC’s offerings.
3. Consulting Services. If Agency’s use of the Program includes consulting services, the parties will enter into a separate statement of work to further describe the deliverables as part of such consulting services.
4. Confidentiality. Agency agrees to maintain the confidentiality of all information, materials, and data related to the Program, including any pre-release versions of the products and services, and shall not disclose such information to any third party without BRINC's prior written consent.
December 21, 2023 Gary Tomatani
AGENDA ITEM NO. 20
CITY OF HAWTHORNE
City Council
AGENDA BILL
For the meeting of February 13, 2024
Originating Department: City Attorney
City Attorney:__________________
Robert M. Kim
SUBJECT:
CLAIM FOR DAMAGES FROM TERRANCE MARSHALL
RECOMMENDED MOTION:
Deny the claim of Terrance Marshall
DISCUSSION:
Terrance Marshall was arrested by Manhattan Beach Police Department and pursuant to a Jail Service Agreement with the City of Manhattan Beach, was brought to the Hawthorne Police Department Jail. He claims that his wrists were injured from the handcuffs and that the employees at the station did not provide medical assistance in a timely manner.
FISCAL IMPACT:
None.
NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):
1. None