HomeMy WebLinkAbout10 - Services and Purchase Agreement for the Police Department Drone ProgramQ �EwPpRT
CITY OF
s NEWPORT BEACH
`q44:09 City Council Staff Report
February 25, 2025
Agenda Item No. 10
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: David Miner, Chief of Police - 949-644-3701, dminer@nbpd.org
PREPARED BY: Jonathan Stafford, Deputy Director - 949-644-3650,
jtafford@nbpd.org
TITLE: Services and Purchase Agreement with BRINC Drones, Inc. for the
Police Department Drone Program
ABSTRACT:
The Police Department requests City Council approval of a five-year agreement with
BRINC Drones, Inc. for a Drones -as -First -Responder (DFR) program for a total cost of
$2,176,037.60 over five years. The Police Department also requests approval of a budget
amendment to fund the agreement and to cover first -year set-up costs for site preparation
and equipment and the ongoing cost for utilities. The purchase would be made using
NPPGov cooperative purchasing agreement No. PS24040.
RECOMMENDATIONS:
a) Determine this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because
this action will not result in a physical change to the environment, directly or indirectly;
b) Approve a five-year Services and Purchase Agreement with BRINC Drones, Inc. of
Seattle, Washington, using the competitive selection process conducted for NPPGov
Cooperative Purchasing Agreement No. PS24040 in an amount not -to -exceed
$2,176,037.60, and authorize the Mayor and City Clerk to execute the Agreement;
and
c) Approve Budget Amendment No. 25-055 to increase expenditure appropriations by
$497,516 in the Detective Division Drone Program accounts, 01035355-811065,
01035355-911017 and 01035355-831001.
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Background
The Police Department, with City Council support, has made technology improvements a
priority in its core mission to address crime in the City of Newport Beach. Drone
technology has become a very important tool for crime prevention, the investigation of
crimes, and the apprehension of suspects. By establishing a DFR and patrol drone
program, the Police Department will be able to respond to crimes -in -progress more
quickly, find and apprehend suspects who have committed crimes, and assist in providing
thorough investigations and eventual prosecution. A drone program will enhance both
proactive and reactive patrols and can free up patrol officers to handle more high priority
calls for service.
10-1
Services and Purchase Agreement with BRINC Drones, Inc.
for the Police Department Drone Program
February 25, 2025
Page 2
Selection of BRINC Drones
NPPGov, a nationwide purchasing cooperative based in Seattle, Washington, solicited
requests for proposals (RFPs) for DFR programs on behalf of the League of Oregon Cities
in November 2023. A competitive RFP process resulted in awarding NPPGov contract
No. PS24040 in February 2024 to BRINC Drones, Inc. The RFP process conducted by
NPPGov meets the competitive selection process standards established by the City of
Newport Beach, allowing City staff to forgo the time and expense of conducting its own
RFP process.
Police Department staff researched the new and evolving DFR marketplace and
determined that BRINC Drones was the best provider to meet the City's needs for a DFR
program and auxiliary patrol/tactical drones. BRINC is a US company and their drones
are designed and manufactured in the US. BRINC has an established and successful
customer base utilizing its Lemur series tactical drones throughout the United States and
its DFR program delivery schedule was the shortest. Lemur drones are deployed by
SWAT teams for reconnaissance and the searching of buildings during emergency
tactical operations and search warrant service.
DFR Program
The DFR program will utilize BRINC Responder drones launched from established base
stations to respond directly to calls for service, providing a live aerial view of events as
they are occurring. Crime Information Center (CIC) staff will be able to launch DFR drones
immediately and BRINC's LiveOps automated flight control system will fly the drones to
the dispatched location. CIC staff, patrol officers, and supervisors will be able to access
the live view to assess situations as police units are responding to a call.
BRINC will provide all components necessary to establish and operate the DFR program
and auxiliary patrol drone program:
• 6 Responder drones, 5 for DFR and 1 ready -drone for patrol/detective operations
• 5 Responder base stations
• 1 Lemur 2 tactical drone
• All regulatory approvals from the Federal Aviation Administration
o Includes Beyond Visual Line of Sight piloting without a visual observer
• LiveOps autonomous flight control system
o Includes configuration for SNA operations area and continuous updating of
flight restrictions and other critical flight operations information
• No-fault warranty including full replacement of damaged or inoperable drones
• All maintenance of drones, base stations, and software
• 2 hardware refreshes to the latest drone model, in year 3 and year 5
The six Responder drones can be piloted from the CIC using LiveOps or by a ground pilot
using a dedicated remote -control unit. Responder drones fully recharge at the base
station in 40 minutes and can also land to have batteries or payloads hot -swapped by
ground personnel.
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Services and Purchase Agreement with BRINC Drones, Inc.
for the Police Department Drone Program
February 25, 2025
Page 3
The Lemur 2 drone provides a broad array of features needed in crisis negotiations and
building entries and searches, including two-way communication, LIDAR room mapping,
bright lights, a glass -breaker, and a thermal camera. Full specifications for both drones
are included with the agreement (Attachment A).
The five drones/base stations will be strategically located throughout the city to provide a
response to most calls for service within two minutes. The image below shows the
preliminary locations for the DFR drones/base stations with the colored circles
representing drone response time from launch to arrival of approximately two minutes.
The permanent locations of the DFR drones and bases stations have not yet been
finalized.
Image 1: Preliminary Base Station Locations
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Services and Purchase Agreement with BRINC Drones, Inc.
for the Police Department Drone Program
February 25, 2025
Page 4
Fire/Lifeguard Operations Support
The DFR program can be used to support calls for service involving joint responses by
the Police Department, the Newport Beach Fire Department and its Lifeguard Operations
Division. Drones will be very valuable in calls for service for structure fires, brushfires,
vehicle fires, missing swimmers, or for clearing the beach for shark sightings or lightning
incidents. Drones for Fire or Lifeguard Operations drone programs can be easily added
to the BRINC agreement in the future at discounted costs using the FAA permitting and
LiveOps flight control system already established for the DFR program.
Costs
BRINC has provided a significant discount on costs compared to the NPPGov contract
pricing. The NPPGov contract discount is 2.5% off of list pricing, but the City is receiving
a 30% discount on list pricing. The table below shows the five-year costs for the DFR and
patrol drone program agreement. Costs for base station site preparation and ongoing
utilities costs are not included in the table, but are listed in the Fiscal Impact of this report.
BRINC AGREEMENT COSTS
YEAR 1
Drones/Base Stations/Services
$
395,495.10
Sales Tax (7.75% on goods)
$
24,520.70
Insurance Costs
$
25,000.00
Total
$
445,015.80
YEAR 2
Drones/Base Stations/Services
$
395,495.10
Insurance Costs
$
25,000.00
Total
$
420,495.10
YEAR 3
Drones/Base Stations/Services
$
395,495.10
Sales Tax 7.75% ongoods)
$
24,520.70
Insurance Costs
$
25,000.00
Total
$
445,015.80
YEAR 4
Drones/Base Stations/Services
$
395,495.10
Insurance Costs
$
25,000.00
Total
$
420,495.10
YEAR 5
Drones/Base Stations/Services
$
395,495.10
Sales Tax 7.75% ongoods)
$
24,520.70
Insurance Costs
$
25,000.00
Total
$
445,015.80
5-Year Total
$
2,176,037.60
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Services and Purchase Agreement with BRINC Drones, Inc.
for the Police Department Drone Program
February 25, 2025
Page 5
FISCAL IMPACT:
The Budget Amendment (Attachment B) appropriates $497,516 in increased expenditure
appropriations from the General Fund unappropriated fund balance for the first year costs
of the Police Department drone program. The total includes the BRINC agreement costs
of $445,016, $50,000 for base station site preparation/construction and $2,500 in annual
utilities and data line costs. Funding for subsequent fiscal years will be addressed in the
annual budget preparation process.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENTS:
Attachment A — Services and Purchase Agreement with BRINC Drones, Inc.
Attachment B — Budget Amendment No. 25-055
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Attachment A
Services and Purchase Agreement with BRINC Drones, Inc.
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SERVICES AND PURCHASE AGREEMENT
WITH BRINC DRONES, INC.
THIS SERVICES AND PURCHASE AGREEMENT ("Agreement") is made and
entered into as of this 26th day of March, 2025 ("Effective Date") by and between the CITY
OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
BRINC DRONES, INC., a Delaware Corporation ("Contractor"), whose principal place of
business is 3668 Albion Place N, Seattle, WA 98103, and is made with reference to the
following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws of
the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Contractor to provide drone as first responder ("DFR")
hardware, software, and support services, including but not limited to drones, remote
communication devices, and training ("Project".).
C. Contractor has examined the location of all proposed work, carefully reviewed and
evaluated the specifications set forth by the City for the Project, is familiar with all
conditions relevant to the performance of services and has committed to perform all
work required for the price specified in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. SCOPE OF WORK
1.1 Contractor shall provide all tangible items and perform all the services
required by this Agreement in accordance with the terms and conditions set forth in Exhibit
A ("Scope of Services"), which is attached hereto and incorporated herein by this reference,
which includes but is not limited to, Contractor's Master Services and Purchasing
Agreement.
1.2 As a material inducement to the City entering into this Agreement, Contractor
represents and warrants that Contractor is a provider of first class work and services and
Contractor is experienced in performing the work and services contemplated herein and, in
light of such status and experience, Contractor covenants that it will perform all services in
a manner commensurate with community professional standards and with the ordinary
degree of skill and care that would be used under reasonably competent practitioners of the
same discipline under similar circumstances and that all materials will be of good quality.
1.3 Contractor shall perform everything required to be performed, and shall
provide and furnish all the labor, materials, necessary tools, expendable equipment and all
utility and transportation services necessary for the Project.
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1.4 In consideration of the payment of the purchase price and subject to all the
terms and conditions hereof, Contractor shall sell to the city, and where applicable shall
install, the products ("Products") listed and set forth in the Scope of Services attached hereto
as Exhibit A.
2. TIME OF PERFORMANCE
2.1 Time is of the essence in the performance of services under this Agreement
and Contractor shall complete the Project installation, implementation and acceptance
testing within the time set forth in Exhibit A, of if no timeframe is specified, promptly in
accordance with industry standards. The failure by Contractor to meet this schedule may
result in termination of this Agreement by City.
2.2 Force Majeure. The time period(s) for performance of services rendered
pursuant to this Agreement shall be extended because of any delays due to unforeseeable
causes beyond the control and without the fault or negligence of Contractor, including but
not limited to, acts of. God or of the public enemy, unusually severe weather, fires,
earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, and/or acts of any governmental agency, including the City, if Contractor shall within
ten (10) days of the commencement of such delay notify City in writing of the cause of the
delay. City shall ascertain the facts and extent of delay, and extend the time for performing
the services for the period of the enforced delay when and if in the judgment of the City such
delay is justified. City's determination shall be final and conclusive upon the parties to this
Agreement. In no event shall Contractor be entitled to recover damages against City for
any delay in performance of this Agreement, however caused, Contractor's sole remedy
being extension of the Agreement pursuant to this Section.
3. TERM
The term of this Agreement shall commence on the Effective Date, and shall
continue for a period of one year ("Initial Term"), and shall annually renew on each
anniversary of the Effective Date for one (1) additional year (each, a "Renewal Term"),
unless terminated earlier as set forth herein or unless either Party gives the other Party
notice of nonrenewal at least thirty (30) days prior to the end of the then current term. The
Initial Term and all Renewal Term(s) shall be collectively referred to as the "term" of this
Agreement. Notwithstanding the foregoing, the term of this Agreement shall not exceed a
total of five (5) years.
4. COMPENSATION
4.1 City shall pay Contractor for all services in accordance with the provisions of
this Section and Exhibit A. Contractor's compensation for all work performed in accordance
with this Agreement, including all reimbursable items, subcontractor fees, the Initial Term
and all Renewal Terms, shall not exceed Two Million, One Hundred Seventy Six
Thousand, Thirty Seven Dollars and 60/100 ($2,176,037.60), without prior written
authorization from City. No billing rate changes shall be made during the term of this
Agreement without the prior written approval of City.
BRINC Drones, Inc. Page 2
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4.2 Contractor shall submit invoices to City in accordance with Exhibit A including
a brief description of the services performed and/or the specific task in the Scope of Services
to which it relates, the date the services were performed, the number of hours spent on all
work billed on an hourly basis, and a description of any reimbursable expenditures. City
shall pay Contractor no later than thirty (30) calendar days after approval of the monthly
invoice by City staff.
4.3 City shall reimburse Contractor only for those costs or expenses specifically
identified in Exhibit A or specifically approved in writing in advance by City.
4.4 Extra Work. Contractor shall not receive any compensation for Extra Work
performed without the prior written authorization of City. As used herein, "Extra Work"
means any work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the Schedule
of Billing Rates as set forth in Exhibit A.
4.5 If installation is required, Contractor shall provide City with a minimum
fourteen (14) days' notice of its dates of installation to enable the City to prepare the
installation sites for the Products in accordance with the instructions of Contractor. The City
shall complete site preparation prior to the date of installation of the Products, and the site
shall thereafter be available for inspection and approval. All costs and expenses related to
the site preparation shall be at the sole expense of City.
5. PROJECT MANAGER
Contractor shall designate a Project Manager, who shall coordinate all phases of the
Project. This Project Manager shall be available to City at all reasonable times during the
term of the Agreement. Contractor has designated Gino Basilotta to be its Project Manager.
Contractor shall not remove or reassign the Project Manager without the prior written
consent of City. City's approval shall not be unreasonably withheld.
6. ADMINISTRATION
This Agreement will be administered by the Newport Beach Police Department.
City's Detective Division Lieutenant or designee shall be the Project Administrator and shall
have the authority to act for City under this Agreement.
7. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE
7.1 Contractor shall use only the standard materials described in Exhibit A in
performing services under this Agreement. Any deviation from the materials described in
Exhibit A shall not be installed unless approved in advance by the City Project Administrator.
7.2 All of the services shall be performed by Contractor or under Contractors
supervision. Contractor represents that it possesses the personnel required to perform the
services required by this Agreement, and that it will perform all services in a manner
BRINC Drones, Inc. Page 3
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commensurate with community professional standards. All services shall be performed by
qualified and experienced personnel who are not employed by City, nor have any
contractual relationship with City.
8. RESPONSIBILITY FOR DAMAGES OR INJURY
8.1 Claims between the Parties to this Agreement shall be subject to the terms
and conditions set forth in the Master Services and Purchasing Agreement included in
Exhibit A.
8.2 Notwithstanding the foregoing, with respect to claims brought by others who
are not party to this Agreement, Contractor shall indemnify, defend and hold harmless City,
its City Council, boards and commissions, officers, agents, volunteers, employees, and any
person or entity owning or otherwise in legal control of the property upon which Contractor
performs the Project and/or services contemplated by this Agreement (collectively, the
"Indemnified Parties") from and against any and all third party claims (including, without
limitation, claims for bodily injury, death or damage to property), demands, obligations,
damages, actions, causes of action, suits, losses, judgments, fines, penalties, liability, costs
and expenses (including, without limitation, attomeys' fees, disbursements and court costs)
of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may
arise from or in any manner relate (directly or indirectly) to: (1) Contractor's breach of the
terms and conditions of this Agreement or work performed or services provided under this
Agreement including, without limitation, defects in workmanship or materials or Contractor's
presence or activities conducted on the Project (including the negligent and/or willful acts,
errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors,
suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them
or for whose acts they may be liable or any or all of them); (2) Contractor's use of improper
materials in performing this Project including, without limitation, defects in workmanship or
materials and/or design defects; and/or (3) any and all claims asserted by Contractor's
subcontractors or suppliers on the Project, and shall include reasonable attomeys' fees and
all other costs incurred in defending any such claim.
8.3 Contractor's liability in this Section shall be limited to the maximum amount of
its actual insurance coverage provided that it equals or exceeds the amounts set forth in
Exhibit B, with the exception of claims based on Contractor's willful misconduct. Nothing
herein shall require Contractorto indemnify City.from the negligence orwillful misconduct of
City, its officers or employees.
8.4 Intellectual Property Indemnity. Contractor shall provide intellectual property
indemnity to the City in accordance with the terms of the Master Services and Purchasing
Agreement included in Exhibit A.
8.5 If Contractor performs any installation services, Contractor shall perform all
Project work in a manner to minimize public inconvenience and possible hazard, to restore
other work areas to their original condition and former usefulness as soon as possible, and
to protect public and private property. Contractor shall perform work as specified in Exhibit
BRINC Drones, Inc. Page 4
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A to limit impacts to traffic during the system installation period. Contractor shall be liable
for any private or public property damaged during the performance of the Project work.
8.6 If Contractor performs work on or about roads, alleys, streets or highways,
Contractor shall provide traffic control and access in accordance with Section 7-10 of the
State Standard Specifications and the latest edition of the Work Area Traffic Control
Handbook (WATCH), as published by Building News, Inc.
8.7 Traffic control and detours shall at a minimum meet the following
requirements:
8.7.1 Emergency vehicle access shall be maintained at all times.
8.7.2 The locations and wordings of all barricades, signs, delineators, lights,
warning devices, parking restrictions, and any other required details shall ensure that
all pedestrian and vehicular traffic will be handled in a safe manner with a minimum
of inconvenience to the public.
8.7.3 All advanced warning sign installations shall be reflectorized and/or
lighted.
8.7.4 Traffic signal system shutdown or planned "red flash" shall be limited
to 4-hour periods between the hours of 9:00 a.m. and 3:00 p.m. on weekdays
(Monday through Thursday), except as authorized by the Project Administrator.
8.7.6 "STOP AHEAD" and . "STOP" signs shall be fumished by the
Contractor and shall conform to the provisions in Section 12-3.06, "Construction Area
Signs," of the State Standard Specifications except that the base material for the
signs shall not be plywood. Two "STOP AHEAD" signs and two "STOP" signs shall
be placed for each direction of traffic. Locations of the signs shall be per the WATCH
manual.
8.8 Nothing in this Section shall be construed as authorizing any award of
attorney's fees in any action to enforce the terms of this Agreement, except to the extent
provided above.
8.9 The rights and obligations set forth in this Section shall survive the termination
of this Agreement.
9. INDEPENDENT CONTRACTOR
City has retained Contractor as an independent contractor and neither Contractor nor
its employees, nor any of its subcontractors, are to be considered employees of the City.
The manner and means of conducting the work are under the control of Contractor, except
to the extent they are limited by statute, rule or regulation and the express terms of this
Agreement. No civil service status or other right of employment shall accrue to Contractor
or its employees.
BRINC Drones, Inc. Page 5
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10. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the work to be
performed. City agrees to cooperate with the Contractor on the Project.
11. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement of
work, Contractor shall obtain, provide and maintain at its own expense during the term of
this Agreement or for other periods as specified in this Agreement, policies of insurance of
the type, amounts, terms and conditions described in the Insurance Requirements attached
hereto as Exhibit B, and incorporated herein by reference.
12. PREVAILING WAGES
If any of the work contemplated under this Agreement is considered a "public work"
pursuant to the applicable provisions of the Labor Code of the State of California, including
but not limited to Section 1720 et seq., then not less than the general prevailing rate of per
diem wages including legal holidays and overtime work for each craft or type of workman
shall be paid to all workmen employed on such. In accordance with the California Labor
Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the
general prevailing rate of per diem wages in the locality in which the work is to be performed
for each craft, classification, or type of workman or mechanic needed to execute the
Agreement. A copy of said determination is available by calling the prevailing wage hotline
number (415) 703-4774, and requesting one from the Department of Industrial Relations.
The Contractor is required to obtain the wage determinations from the Department of
Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be
the obligation of the Contractor or any subcontractor under him/her to comply with all State
of California labor laws, rules and regulations and the parties agree that the City shall not
be liable for any violation thereof.
13. SUBCONTRACTING
Contractor shall be fully responsible to City for all acts and omissions of Contractor's
subcontractors. Nothing in this Agreement shall create any contractual relationship between
City and any subcontractor nor shall it create any obligation on the part of City to pay or to
see to the payment of any monies due to any such subcontractor other than as otherwise
required by law. City is an intended beneficiary of any work performed by the subcontractor
for purposes of establishing a duty of care between the subcontractor and City. Except as
specifically authorized herein, the services to be provided under this Agreement shall not be
otherwise assigned, transferred, contracted or subcontracted out without the prior written
approval of City.
BRINC Drones, Inc. Page 6
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14. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue work as a result of such withholding. Contractor shall have an immediate right
to appeal to the City Manager or his/her designee with respect to such disputed sums.
Contractor may be entitled to receive interest on any withheld sums in accordance with the
terms set forth in Exhibit A, from the date of withholding of any amounts found to have been
improperly withheld.
15. CONFLICTS OF INTEREST
15.1 The Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq.,
which (1) require such persons to disclose any financial interest that may foreseeably be
materially affected by the work performed under this Agreement, and (2) prohibit such
persons from making, or participating in making, decisions that will foreseeably financially
affect such interest.
15.2 if subject to the Act and/or Government Code §§ 1090 et seq., Contractor
shall conform to all requirements therein. Failure to do so constitutes a material breach and
is grounds for immediate termination of this Agreement by City. Contractor shall indemnify,
and hold harmless City for any and all claims for damages resulting from Contractor's
violation of this Section.
16. NOTICES
16.1 All notices, demands, requests or approvals to be given under the terms of
this Agreement shall be given in writing, to City by Contractor and conclusively shall be
deemed served when delivered personally, or on the third business day after the deposit
thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter
provided. All notices, demands, requests or approvals from Contractor to City shall be
addressed to City at:
Attention:
Chief of Police
Newport Beach Police Department
870 Santa Barbara Drive
Newport Beach, CA 92660
BRINC Drones, Inc.
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16.2 All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at:
Attention:
Manoj Mohan
3668 Albion Place N
Seattle, WA 98103
With a copy to:
BRINC Drones, Inc.
Attn: Legal
1055 N. 38t' St.
Seattle WA 98103
17. TERMINATION
Termination shall be pursuant to the terms and conditions of the Master Services and
Purchasing Agreement included in Exhibit A.
18. EFFECT OF CONTRACTOR'S EXECUTION
Execution of this Agreement by Contractor is a representation that Contractor has
visited the Project site(s), has become familiar with the local conditions under which the work
is to be performed, and has taken into consideration these factors in submitting its Project
proposal and Scope of Services.
19. WARRANTY
Warranties shall be in accordance with the terms and conditions of the Master
Services and Purchasing Agreement included in Exhibit A.
20. REPRESENTATIONS
20.1 Non -infringement. Contractor represents that to the best of its knowledge the
technology embodied in the products sold herein does not infringe upon a United States
patent or United States copyright in effect as of the Effective Date.
20.2 Authority. Each party represents as follows: (a) that it has full power and
authority to execute, deliver and perform its obligations under this Agreement; (b) that there
are no actions, proceedings or investigations, pending or, to the best of each party's
knowledge, threatened against such party which may in any manner whatsoever materially
affect the enforceability of this Agreement or the rights, duties and obligations of the parties
hereunder; and (c) that the execution, delivery and performance of this Agreement will not
constitute a breach or default under any agreement, law or court order under which such
party is a party or may be bound or affected by or which may affect the rights, duties and
obligations hereunder.
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20.3 No Other Representations. Each party acknowledges and agrees that it is
relying on no representation of the other party except as expressly set forth herein.
21. CONFIDENTIAL INFORMATION.
21.1 Confidential Information. Confidential information shall be governed by the
terms and conditions of the Master Services and Purchasing Agreement included in Exhibit
A.
21.2 Excluded Information. Confidential information shall not include information
or data which is, or which becomes generally known to the public by publication or by any
means other than a breach of duty on the part of the recipient hereunder, is information
previously known to the recipient, is information independently developed by or for the
recipient or is information generally released by the owning party without restriction.
22. ASSIGNMENT
This Agreement may be assigned in accordance with the terms and conditions of the
Master Services and Purchasing Agreement included in Exhibit A, but notwithstanding the
foregoing, any such assignment shall be subject to the prior written consent of the City which
consent shall not be unreasonably withheld.
23. SPECIAL CONDITION REGARDING FAA APPROVAL
Notwithstanding anything to the contrary, the first invoice shall not be due until
Contractor delivers all FAA approvals needed for the DFR Program, and all airframes, base
stations and software configurations have been received. If FAA approval is delayed beyond
a reasonable timeframe or denied, Contractor and the City may choose to amend the
Agreement, or alternatively, the City may elect to terminate the Agreement. If the City elects
to terminate the Agreement pursuant to this section, the City will compensate Contractor in
accordance with the billing rates for any usable products that have been delivered that the
City desires to keep notwithstanding the delay or denial of FAA approvals. For those
products that the City decides not to keep, the City will return to Contractor at the City's sole
cost and expense.
24. STANDARD PROVISIONS
24.1 Recitals. City and Contractor acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
24.2 Compliance with all Laws. Contractor shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject to
approval of the Project Administrator and City.
BRINC Drones, Inc. Page 9
10-15
24.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach of
the same or any other term, covenant or condition contained herein, whether of the same
or a different character.
24.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
24.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
24.6 1 nterpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either party
by reason of the authorship of the Agreement or any other rule of construction which might
otherwise apply.
24.7 Amendments. This Agreement may be modified or amended only by a written
document executed by both Contractor and City and approved as to form by the City
Attorney.
24.8 Sev�erability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
24.9 Controlling Law and Venue. The laws of the State of California shall govem
this Agreement and all matters relating to it and any action brought relating to this Agreement
shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of
California.
24.10 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
24.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
24.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
BRINC Drones, Inc. Page 10
10-16
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: r I k
J
By:
p Cr Attorney ti -A S
ATTEST:
Date:
0
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Joe Stapleton
Mayor
CONTRACTOR: BRINC Drones, Inc., a
Delaware Corporation
Date:
By:
Blake Resnick,
Chief Executive Officer,
Chief Financial Officer
Date:
Angela Caruso,
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A Scope of Services and Schedule of Billing Rates
Exhibit B — Insurance Requirements
10-17
EXHIBIT A
SCOPE OF SERVICES AND
SCHEDULE OF BILLING RATES
BRINC Drones, Inc. Page A-1 10-18
brinc
Scope of Services for Drone as First Responder (DFR)
BRINC DFR Program
Prepared for: Newport Beach Police Department
Prepared by: BRINC Drones, Inc.
Date: 1 /10/2025
1. Hardware
Objective:
To provide and deploy the necessary hardware components required for the successful
operation of the DFR program.
Deliverables:
1. 5x Responder Stations
o Complete, pre -configured responder stations equipped for operation in various
environments.
o Each station will include necessary peripherals (e.g., monitors, control systems,
communication tools, etc.).
2. 6x Responder Drones
o Six (6) Responder Drones for deployment in patrol/DFR operations.
o Each drone will be fully equipped with necessary communication systems, GPS,
and operational tools.
o Drones will be configured for rapid response and tactical operations.
3. 1x Lemur 2 Tactical Drone
o One (1) Lemur 2 Drone designed for tactical missions.
o This drone will serve as a specialized platform for advanced interior/close
quarters operations.
4. Hardware Upgrades
o Every two years from contract start date BRINC will provide a full hardware
refresh for 6x Responder and 1x Lemur airframes. Refresh of Responder
Stations if required for new Responder airframe.
2. Software
10-19
Objective:
To deploy and integrate the Live Operations (LiveOps) software to support DFR, enable
teleoperations, enhance operational efficiency, and improve tactical capabilities.
Deliverables:
1. LiveOps; DFR
o Deployment and integration of LiveOps DFR software.
o This software will provide live data feeds, real-time monitoring, and two way
communications functionality.
o Installation, configuration, and testing of LiveOps DFR on all Responder
hardware systems.
2. UveOps Tactical
o Deployment and integration of LiveOps Tactical software to enhance tactical
planning, communication, and coordination with Lemur 2
o Full system configuration, integration, and validation with hardware.
3. Training
Objective:
To ensure all personnel are proficient in the operation and management of the new hardware
and software systems.
Deliverables:
1. On -Site Training
o Comprehensive, hands-on training sessions for all hardware and software
components.
o Training will cover:
■ Hardware operation (Basic Ground School - Responder Stations, Drones,
Lemur 2 Tactical Drone)
■ Software navigation and functionality (LiveOps DFR, LiveOps Tactical)
■ Operational best practices and safety protocols.
■ Train -the -Trainer Course
2. Training Materials
o Provide user manuals, operation guides, and troubleshooting resources.
o Digital and printed materials for all personnel undergoing training.
4. Project Management & Installation
10-20
Objective:
To ensure a smooth and efficient deployment of all hardware and software, with full operational
readiness upon installation.
Deliverables:
1. Physical Site Survey
o Conduct a detailed Physical Site Survey to assess installation locations for
responder stations and RF Infrastructure.
o This includes identifying optimal placement for equipment, ensuring necessary
space, power, and network connectivity.
2. RF Site Survey
o Perform an RF Site Survey to evaluate the necessary communication
infrastructure for drone operations.
o Identify potential interference issues and configure communication channels for
optimal performance.
3. Station Installation and Validation
o Full installation of the Responder Stations on -site, ensuring proper connectivity,
functionality, and integration with all relevant systems.
o Validation of installation to ensure all hardware and software are fully operational.
5. Regulatory/Waiver Support
Objective:
To ensure all necessary regulatory compliance and waivers are in place for operating drones,
especially in sensitive or restricted airspace.
Deliverables:
Waiver and Regulatory Support
o Provide guidance and support for obtaining necessary regulatory waivers,
including BVLOS (Beyond Visual Line of Sight) operations.
o Assist with the submission of regulatory documents, ensuring compliance with
FAA regulations and local laws.
o This includes supporting the waiver for BVLOS without a Visual Observer (VO)
and ensuring that all drone operations are legally authorized.
6. BRINC Support Program
10-21
Objective:
To provide long-term support and service for all hardware and drones to ensure continued
operational effectiveness.
Deliverables:
1. No Questions Asked Repair/Replacement
o No questions asked repair or replacement on all airframes for drones, ensuring
minimal downtime for operations.
o Repairs and replacements will be provided at no additional cost, with a limit of
one camera replacement per year for Responder Drones; manufacturer defects
will be rectified by BRINC at no additional cost to the Agency.
2. BRINC Loaner Program
o In case of repairs or replacements, a loaner program will provide temporary
replacement drones to ensure continuity of operations during downtime.
10-22
0
Newport Beach Police Department DFR
Program w/Tax &5Year Insurance
Newport Beach Police Department, CA
870 Santa Barbara Dr
Newport Beach, CA 92660
United States
Reference: 202S 0211- 014626548
Quote created: February 10, 2025
Quote expires: March 31, 2025
Quote created by: Joe Schmidt
Sr. Territory Sales Executive.
joe.schmidt@bri ncdrones.com
+15035518494
Any applicable taxes the agency owes will be added when invoicing if they are not! ncluded in this
quote. If the agency is tax-exempt, please provide documentation to your BRINC Drones point of
contact.
NPPGov contract number PS24040.
Item & Description
Year 1 - Newport Beach Police Department DFR Program
5x Responder w/ Station DFR
Ix Responder w/TeleOperations
LiveOps DFR
Inclusive of parachute attachments
1x Lemur 2
LiveOps Tactical
BRINC Support Program:
No questions asked repairs/replacements on all airframes.
Limit Ix camera replacement per year for Responder. (manufacturer -related camera defects
will be rectified by BRINC)
Installation and Maintenance on Station included.
Waiver and Regulatory Support to include BVLOS without a VO and coordination with all lo-
cal ATC and FAA representatives.
Year 1 - 7.75% Sales Tax applied to goods
Year 1 Additional Insurance Premium
Year 2 - Newport Beach Police Department DFR Program
LiveOps DFR
LiveOps Tactica I
BRINC Support Program:
No questions asked repairs/replacements on all airframes.
Limitlxcamera replacement peryear for Responder. (manufacturer -related camera defects
will be rectified by BRINC.)
Maintenance on Station included.
Year 2 Additional Insurance Premium
Quantity & Total
1 x $rr�,993..GO
after 30% discount $395,495.10
1 x $24,520.70
1 x $25,000.00
1 x o-5w
after 30% discount $395,495.10
1 x $25,000.00
10-24
Item & Description Quantity & Total
Year 3 - Newport Beach Police Department DFR Program 1 x $660
Hardware refresh for 6x Responder and lx Lemur airframes. Refresh of Responder Stations if after 30% discount $395,495.10
required for new Responder airframe
LiveOps DFR
LiveOps Tactica I
BRINC Support Program:
No questions asked repairs/replacements on all airframes.
Limit Ix camera replacement per year for Responder. (manufacturer -related camera defects
will be rectified by BRINC.)
Maintenance on Station included.
Year 3 - 7.75% Sales Tax applied to goods 1 x $24,520.70
Year 3 Additional Insurance Premium 1 x $25,000.00
Year 4 - Newport Beach Police Department DFR Program 1 x $SG4,993.89
LiveOps DFR after 30% discount $395,495.10
LiveOps Tactical
BRINC Support Program:
No questions asked repairs/replacements on all airframes.
Limit Ix camera replacement peryear for Responder. (manufacturer -related camera defects
will be rectified by BRINC.)
Maintenance on Station included.
Year 4Additional Insurance Premium 1 x $25,000.00
Year 5 - Newport Beach Police Department DFR Program 1 x $564,,993:90
Hardware refresh for 6x Responder and Ix Lemur airframes. Refresh of Responder Stations if after 30% discount $395,495.10
required for new Responder airframe
LiveOps DFR
LiveOps Tactical
BRINC Support Program:
No questions asked repairs/replacements on all airframes.
Limit Ix camera replacement per year for Responder, (manufacturer -related camera defects
will be rectified by BRINC.)
Maintenance on Station included.
10-25
Item & Description
Year S - 7.7S1/6 Sales Tax applied to goods
Year 5 Additional Insurance Premium
One-time subtotal
Total
Total contract value
Purchase Terms and Bundle Details
Questions? Contact me
`PI
Joe Schmidt
Sr. Territory Sales Executive
joe.schmidt@brincdrones.com
+1S035S18494
BRINC
3668 Albion PI N
Seattle, WA 98103
United States
Quantity & Total
1 x $24,520.70
1 x $2S,000.00
$2,176,037.60
after $847,489.50 discount
$2,176,037.60
$2,176,037.60
10-26
brinc
Drone as First
Responder Program
What is a Drone as First
Responder (DFR) Program?
DFR is the next step for innovative drone programs try deploying drones from fixed
locations to respond to emergencies immediately upon receiving a 911 call.
Treating the drone as a first responder, and informing a potential second response
try officers or firefighters.
"Ty` Provides real-time, valuable inteltodispatch and first responders.
16'1 Confirms, dispels, or expands on the initial Call for service
Ck�r MIm
Reimagine
Emergency Response
Established in response to the tragic Las Vegas Route 91 Festival shooting
on Oct 1.2017. BRING is dedicated to deploying drones and other
technologies that enhance officer safetyand empower first responders to
getter safeguard communities-
xr THE COMPLETE DRONE AND DER SOLUTION WITH BRINC tXr
HARDWARE SOFTWARE
BRINC Lemur 2Indoor Drone Fleet Management Regulatory Support
BRINC Responder Outdoor Drone Drone Deployment and Teleoperation Hardware Installation
BRINC Responder Station Integrated Video Streaming Training
Transparency Dashboard
Providing Clear and Open Public Insight Into the Program
PROGRAM DASHBOARD
PUBLIC RECORD
10-27
brine
What can DFR Programs
Do For Your City?
By using the drone's camera and live streaming capabilities,
responding personnel can strategically respond to calls, devise
plans and de-escalate risky situations.
Help Agencies Do More with Less
Amid Hiring Challenges
Of the 15,761 calls Chula Vista PD has responded to with their
DFR program, 3,806 resulted in the agency not needing to
dispatch a patrol unit. That eliminates 24 % of these missions
and keeps teams focused on higher priority calls.
9
Crimes in Progress
Gather information about the scene and assess potential
threats witheutputtfrtg nfficets in immediatedarigw.
�o FA@
Drones Respond Faster to Calls
Average time from hitting "deploy" to a drone getting
first eyes on scene.
Reduced Call -outs For Patrol Units
Report of a person with a gun, drone reveals it'sjust a lighter,
eliminating the need for police response
Emergency Incidents Where DFR is Critical
0
Public Disturbances
Asscss a sriustion, determine whether an individual
poses a threat tothemse€ves orotnef5.
Fire Traffic Accidents
Provide first responders with real-time aerial views Provide a comprehensive aerial vrewto assessthe erttent
to identify the tire location and proximity, to and severity of the incident_
surrounding property
Emergency Payload Delivery
Transport vrtai supplies to critical situations such as an
AED for someone experiencing cardiec arrest,
The Unknown
In situations where the di of the cal! are uncertain or
ambiguous an aerial petspective is especially valuable
10-28
BRINC started as a response to the
Route 91 Mass Shooting in Las Vegas
CEO Blake Resnick thought `there ha
to be a better way' to protect our
public safety officials.
The company's SINGULAR FOCUS is
to develop technology that is
purpose-built for public safety and
ONLY public safety.
R
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f
j:
END -TO -END Public
Safety Drone Programs
arinc
KEY USE CASES
ltlopr,Tactical
Barricaded Suspects
Warrant Search
HazMat Response
Bomb Squad/EOD
Crisis Negotiations
Mapping.
''
Accident Reconstruction
Crime Scene Investigation
Diagramming
Emergency Planning
Forensics
Outdoor
Overwatch
Mission Coordination
Visual Containment
Event/Crowd Security
Search & Rescue
Active Shooter Response
Safety Monitoring
Risk Assessment
Hotspot Detection
Drone as First
Responder
Next generation of drone
programs, where drones are
pre -positioned and ready to
deploy whenever a call for
service is placed
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BRINC PRODUCTS
j Indoor Tactical -=- -
Lemur -
• 4K visual, FUR thermal sensors
• Proprietary indoor autonomy engine ,
• 2-way communications •�;
• Glass breaker attachment Al
• Generates 2D realtime floorplans
liveps..*
• Multi -drone live streaming _-
• Tel eoperate drones over 4G�„.
• Place and record calls
• Evidence management
• Transparency dashboard
Outdoor Overwatch / Mapping
responder
• 20x optical zoom, 640x480 thermal
• Emergency responder lights
• 2-way comms & siren
• Mountable parachute, accessory rail
• Precise RTK GPSIGNSS receiver -
station bo,nc
• Weather resistant nest for Responder
• Initiate flight remotely with LiveOps
• rapid charging upon landing
• Climate controlled
• Automatically centers the airframe
..ems; ,...
t
brinc
responder
M
M HD Video
20x Optical Zoom
-- -- -- imn
EXPANSIVE SITUATIONAL
AWARENESS
IP 54 Weather
Resistant
1�
40 Min
Flight Time
Teleoperation
over 4G LTE
O
640x480
Thermal Camera
Accessory Rail
2-Way Comms
with Siren
.o.
BRINC Connect
Mesh Networking
ATTACHMENTS
Parachute
awcwam
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Payload Dropper
r Spotlight
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EMERGENCY DELIVERIES
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UNIFIED DRONE OPERATIONS
ONE CONTROLLER NDAA COMPLIANT ONE WEB PLATFORM CJIS COMPLIANT
366`
DFR Solution
Command and
Control Center •
BRINC Responder •
BRINC Responder Station �� •
Live
Fleetwide Capabilities, All -In -One Platform
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V"sna Mares
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Al Al Transcriptions
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TRANSPARENCY
DASHBOARD
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rUJ+�'�'sGene Ao YM Y Sn�p..10 �
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959 78 Y. .,�,...�.�..�..�. V
5'i Cam W T��¢ Rre.-srlyw Ju«s�spf'cr�;
Program dashboard including frequency of
program usage and involvement in arrests
�p M �. Li inC S YON1141�% Or�T6i]S
•v.rme 'NIr,3 l",s �Nrx. 'MA:f...r nv-.. �:3e •...
Public record of all flights including purpose and
flight telemetry brine
END -TO -END SUPPORT
BRINC is your partner across any stage of your program
Standardization &
Normalization
1, Strategic Plan
2. Public Education Campaign
3. Policy Development
4. Part 1071COA
5. Implementation Plan
Beyond products, BRINC is here to leverage
our team's experience to support you across
all stages of your drone program
Operational
Expansion
1. Training
2. Software Configuration
3. Drone Operations
4. Transparency Dashboard
. . .... .......... .......... .....--s - -
Sustainment
& Integration
1, Impact Review
2. Technology Review & Expansion
3. Policy Advancements
4. Introduce Autonomous
Operations
brine
INC SAFEGUARD
Hardware Upgrades
All You Need
(D
Software Upgrades
oil
End -to -End Training DFR Drone(s) and
Accessories
Flexible Financing i, One-time Approval. Years of Support
Unlimited Repair
& Replace
DFR Dock
�z
Free Loaner
Equipment
BRINC EiveOps
Web APp
brinc
brinc
responder
Specifications v1.3
CATEGORY..
Size When Unfolded
(Excluding Propellers)
Height: 7.1 in
Length:15.3 in
Width: 20.8 in
Size When Unfolded
Height: 7.1
(With Propellers Fully
Length: 29.5 in
Extended)
Width: 36 in
Size When Folded
Height: 7.1
Length:17.6 in
Width: 7.8 in
Drone Weight
5.8 Ibs / 2.65 kg
Aircraft
Max Takeoff Weight
7.7 Ibs 13.5 kg
Max Speed
44 mph / 19.5 m/s
Max Wind Resistance
28 mph / 13 m/s
Operational Temperature
- 40F to 1130F / -200C to 450C
2x stereo vision cameras
Autonomy Sensors
2x tracking cameras
1x downward LiDAR
Flight Time
42 minutes, ideal conditions
Water Resistance
IPX4
Operating Frequency
User defined between 2.10 - 2.50 GHz
Radio Control
Range
Up to 3 miles / 5 km, depending on the operating
environment and line of sight
System
Encryption
AES 256
10-41
brinc
Latency to controller
< 140 ms
Up to 64 nodes, meshes with other Responders,
Mesh Networking
Lemur 2s and compatible radios for
increased radio resilience
Remote Identification
RID compliant to ASTM F3411-22a-RID-B
4GILTE Module
Web Streaming Video Latency
<1 sec, depending on connectivity quality
Range
Unlimited in areas with cellular connectivity
Gimbal Stabilization
3-Axis
Gimbal
Rotation +/-1800
Gimbal Mechanical Range
Tilt+/-90°
Roll +/- 450
Resolution
Full HD
Zoom
40x total zoom
Visual Camera
Field of View
Variable, 6011 max
Frame Rates
25 fps
Thermal
Resolution
640 x 490
Camera
Frame Rates
18 Hz
2-Way Audio
Speaker Output
96dB max
Comms
Microphone
1x front facing
Capacity
185 Wh
Voltage
21 VDC max
18.5 VDC nominal
Battery
Charging Time With Included
Wired Charger
120 minutes from 0 to 100%
Charging Time With
35 minutes from 0 to 90%
Responder Station
50 minutes from 0 to 100%
Parachute
ASTM F3322 certified
Minimum deployable altitude (MDA) 80 feet
Attachments
Spotlight
1200lumens
Payload Dropper Capacity
1.8 Ibs / 0.8 kg
10-42
brinc
Remote
Controller
Screen Resolution
1920x1200
Output Connection
HDMI
Charging Interface
USB-C, compliant with USB PD 3.0
Battery Life
6-8 hours at normal brightness
4 hours at 100% screen brightness
Charge Time
150 minutes from 0 to 100%
105 minutes from 0 to 80%
Screen Max Brightness
2500 nits
Weight
3.23 Ibs 11.47 kg
10-43
brinc
BRINC Drones, Inc
1055 N. 38th Street
Seattle, WA 98103
USA
V
Integration of AVSS Parachute System for
BRINC Responder Drone
Introduction
The BRINC Responder drone is a cutting -edge tool designed for public safety
operations, offering rapid response capabilities, advanced situational awareness, and
life-saving payload delivery. To further enhance its safety and operational compliance,
we are integrating the AVSS parachute recovery system (PRS). AVSS is the leading
developer and manufacturer of certified drone parachutes. This memo outlines the key
features of the AVSS parachute, its alignment with American Society for Testing and
Materials (ASTIV F3322 standards, and how it ensures safer operations, particularly in
Category 3 over -people scenarios as defined by the FAA.
Key Features of the AVSS Parachute System
Manufacturer and Compliance
• The AVSS parachute system is manufactured by AVSS, a leader in drone safety
solutions. It is designed to meet ASTM F3322 standards, ensuring rigorous testing
and certification for safe deployment over people.
Mass and Deployment Specifications
brincdrones.com
10-44
brinc
BRING Drones, Inc
1055 N. 38th Street
Seattle, WA 98103
USA
• The parachute system weighs 210 grams, adding minimal weight to the BRINC
Responder while maintaining its flight efficiency.
• It has a minimum deployment altitude of 25.2 meters (82.67 feet), ensuring
sufficient time for the parachute to fully deploy and slow the drone's descent in
case of failure.
Autonomous and Manual Deployment
• The system can self -deploy if the drone's airframe behaves erratically, such as
during a sudden loss of power or control. This autonomous feature is critical for
ensuring safety in unpredictable scenarios.
• Operators can also manually deploythe parachute in emergencies, providing an
additional layer of control during high -risk operations.
Category 3 Compliance
• The AVSS parachute system enables the BRINC Responder to meet FAA Category
3 requirements for operations over people. Category 3 allows for a higher injury
threshold but limits exposure to risk through operational restrictions.
• For Category 3, the landing impact energy must be under 25 ft-lbs (33 joules).
The AVSS system ensures that the BRINC Responder's impact energy remains
within this limit, minimizing the risk of injury during a parachute -assisted landing.
How the AVSS Parachute Enhances Safety
Reduced Risk of Injury
• By ensuring compliance with ASTM F3322 and FAA Category 3 standards, the AVSS
parachute significantly reduces the risk of injury to bystanders in the event of a
drone failure.
Operational Flexibility
• The ability to deploy the parachute autonomously or manually provides flexibility
for operators, ensuring safety in both routine and emergency scenarios.
Enhanced Public Trust
• Integrating a certified parachute system demonstrates a commitment to safety
and regulatory compliance, fostering greater public trust in drone operations.
brincdrones.com
10-45
brinc
BRINC Drones, Inc
1055 N. 38th Street
Seattle, WA 98103
USA
Conclusion
The integration of the AVSS parachute system into the BRINC Responder drone
represents a significant step forward in ensuring safe and compliant operations. By
meeting ASTM F3322 and FAA Category 3 standards, the system not only enhances
safety but also expands the operational capabilities of the Responder in public safety
scenarios.
brincdrones.com
10-46
brans
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 effective date of the Services and Purchase Agreement between the parties ("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 data streaming services 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 during which Agency will have access to the
Services.
1.8. "Third -Party Services" means separate hardware, services, or applications manufactured, published,
or performed 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 based on the length of term defined
in the Services and Purchase Agreement between the parties ("Term"). BRINC will not authorize
services until BRINC receives a signed Order Form or accepts a purchase order, whichever is first.
1of14
BRINC Master Services and Purchasing Agreement
Release Date: March 31, 2023
10-47
brinc
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 shipping and receiving terms of such Order
Form and continues for the duration of the Services and Purchase Agreement between the parties.
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 byAgency. 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 (which is five years from the
Effective Date of the Services and Purchase Agreement between the parties), BRINC will invoice
Agency the difference between the MSRP for BRING 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," "IP Indemnification," "Limitation of
Liability," and "Miscellaneous" will survive any termination or expiration of this Agreement.
3. Fees, Payment, and Shipping
3.1. EM. 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.
3.2. Late Payments. 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.
Changes in the estimated ship date may change charges in the Order Form. Shipping dates are
estimates only. BRINC is not responsible for typographical errors in any offer by BRING, and
BRINC may cancel any orders resulting from such errors. Orders are subject to prior credit
approval. BRINC assumes responsibility for transportation, scheduling, packing, handling,
insurance, and other services associated with shipping. Until the goods are delivered to and
accepted by the City, title to the goods shall remain with BRINC including risk of loss or damage.
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 and
non -infringement. Third -Party 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
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broken or non-functioning units while BRINC repairs or replaces the broken or non-functioning
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. Exclu§ion of Certain kl2es 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
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Agency' payment obligations under the "Fees and Payments" section above. In the event
Agency (i) modifies a BRINC Device other than in accordance with BRINC Device operation
guidelines, (ii) fails to operate a BRINC Device in accordance with BRINC's warnings or
guidelines, or (iii) is involved in an accident involving a BRINC Device which is not
attributable to a defect in 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 -parry'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 terms 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. Online Support Platforms. Use of BRINC's online support platforms is governed by the specific
Terms of Use Appendix.
9.2. New offerings. New devices and services may require additional terms.
9.3. 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.
9.4. Bundled Offerings. If Agency purchases a bundled offering from BRINC and (i) some offerings in the
bundle are 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
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10.1. Third -Party Software and Services. Agency may integrate BRINC Devices or Services with
Third -Party 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.
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 third -party 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
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
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_support for free trials and betas or charitable donations, and its liability for such use will not
exceed US$1,060.
12. Miscellaneous
12.1. Force Maieure. 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 Parry's reasonable control.
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 Riahts. 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-Bn- ibeiy. 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 Parry'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. Mixer. No waiver or delay by either Party in exercising any right under this Agreement
constitutes a waiver of that right.
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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.
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.
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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.L BRINC Go -Dive Ground School, If Agency purchases this training services package, BRINC's
training will include the following:
• Structured training on standard device and emergency operations.
• In-depth device charging, troubleshooting and maintenance steps.
• Operational best practice with the respective device.
• Reality -based scenario training.
• 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.
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BRINC Support Program Appendix
If the 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, Responder or Guardian 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. The extended warranty includes unlimited repairs and
unlimited replacements for any Responder, Guardian or future outdoor Airframe and
corresponding Station(s) that BRINC is unable to repair between hardware upgrades. The
Responder and Guardian Camera payload has a maximum replacement of 1 per year if damaged
or destroyed and unable to be repaired. Agency is to return the destroyed device or provide
reasonable documentation that the device was destroyed (i.e. pictures or video). The BRINC
Support Program is available to agencies only upon completion of BRINC certified training on the
associated product or service.
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, Responder or
Guardian Drone, corresponding Stations 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
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the BR1NC 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.
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 Trade -In 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.
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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 I00% 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.
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.
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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, BRING- 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 BRING,
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 byAgency 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.
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BRINC Integrations Appendix
If Agency purchases any offerings from BRINC involving integrations with Third -Party Services, this
appendix applies.
Scope. The Quote or a statement of work (SOW) will identify whether Agency or BRINC is
responsible for completing integration work.
2. Use of API. Agency may utilize BRINC's API to facilitate an integration between BRINC Services
and Third -Party Services. If Agency utilizes BRINC's API for such purpose, BRINC grants to
Agency a non-exclusive, non -transferable, revocable, personal license to use the API and
associated documentation, solely for internal use and solely in connection with Agency's access to
BRINC Services, during the Term. Agency shall ensure proper integration with the latest version
of BRINC's API promptly following BRINC making it generally available in accordance with the
applicable documentation made available by BRINC.
3. Support. If BRINC is responsible for the integration work, for 30 days after completing integration
services, BRINC will provide up to five hours of remote support at no additional charge. If
Agency maintains a subscription or license to BRINC Services, BRINC will provide Agency free
support for issues caused by changes to BRINC Services. BRINC is not responsible for providing
support for issues caused by changes to Agency's software or systems, or for issues caused by
Third -Party Services.
4. Agency Responsibilities. If BRINC performs the integration work, Agency will:
a. Make available relevant Agency systems to BRINC;
b. Make required modifications to Agency's hardware, facilities, systems, networks, or
software as needed for BRINC to successfully complete the integration;
c. Ensure that knowledgeable staff who are familiar with Agency's systems are available as
reasonably needed to support and complete the integration work;
d. Ensure all appropriate data backups are performed; and
e. Provide assistance and participate in any testing required for the integration.
14 of 14
BRINC Master Services and Purchasing Agreement
Release Date: March 31, 2023
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EXHIBIT B
INSURANCE REQUIREMENTS
1. Provision of Insurance. Without limiting Contractor's indemnification of City, and
prior to commencement of work, Contractor shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Contractor
agrees to provide insurance in accordance with requirements set forth here. If
Contractor uses existing coverage to comply and that coverage does not meet
these requirements, Contractor agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Contractor shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California.
Contractor shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council,
boards and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Contractor shall maintain commercial general
liability insurance and, if necessary, excess/umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than five million dollars ($5,000,000) and
include products and completed operations aggregate. The policy shall
cover liability arising from bodily injury, property damage, products -
completed operations, personal and advertising injury, and liability assumed
under an insured contract (including the tort liability of another assumed in
a business contract) with no endorsement or modification limiting the scope
of coverage for liability assumed under a contract.
C. Automobile Liability Insurance. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Contractor
arising out of or in connection with work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
BRINC Drones, Inc. Page B-1
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vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
D. Technology (Errors & Omissions) Insurance. Contractor shall maintain
professional liability insurance that covers the Services to be performed in
connection with this Agreement, in the minimum amount of two million
dollars ($2,000,000) per claim and four million dollars ($4,000,000) in the
aggregate. Any policy inception date, continuity date, or retroactive date
must be before the Effective Date of this Agreement and Contractor agrees
to maintain continuous coverage through a period no less than three years
after completion of the Services required by this Agreement.
E. Cyber Liability Insurance.. Contractor shall maintain cyber liability insurance
in an amount not less than one million dollars ($2,000,000) per claim and
four million dollars ($4,000,000) annual aggregate, covering (1) all acts,
errors, omissions, negligence, infringement of intellectual property; (2)
network security and privacy risks, including but not limited to unauthorized
access, failure of security, breach of privacy perils, wrongful disclosure,
collection, or negligence in the handling of confidential information, privacy
perils, including coverage for related regulatory defense and penalties; (3)
data breach expenses payable whether incurred by City or Contractor,
including but not limited to consumer notification, whether or not required
by law, computer forensic investigations, public relations and crisis
management firm fees, credit file or identity monitoring or remediation
services in the performance of services for City or on behalf of City
hereunder.
F. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability
policies are used to meet the limits of liability required by this contract, then
said policies shall be "following form" of the underlying policy coverage,
terms, conditions, and provisions and shall meet all of the insurance
requirements stated in this contract, including, but not limited to, the
additional insured and primary & non-contributory insurance requirements
stated herein. No insurance policies maintained by the City, whether
primary or excess, and which also apply to a loss covered hereunder, shall
be called upon to contribute to a loss until the Contractor's primary and
excess/umbrella liability policies are exhausted.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers
and employees or shall specifically allow Contractor or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Contractor hereby, waives its own right of
BRINC Drones, Inc. Page B-2
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recovery against City, and shall require similar written express waivers from
each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
products and completed operations, excess/umbrella liability, cyber liability
and automobile liability, if required, shall provide or be endorsed to provide
that City its City Council, boards and commissions, officers, agents,
volunteers and employees shall be included as insureds under such
policies.
C. Primary and Non Contributo . All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Contractor shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by
a person authorized by that insurer to bind coverage on its behalf. At least
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Contractor shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Contractor sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Contractor, City and Contractor may renegotiate
Contractor's compensation.
BRINC Drones, Inc. Page B-3
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C. Right to Review Subcontracts. Contractor agrees that upon request, all
agreements with subcontractors or others with whom Contractor enters into
contracts with on behalf of City will be submitted to City for review. Failure
of City to request copies of such agreements will not impose any liability on
City, or its employees.
D. Enforcement of Agreement Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Contractor of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type.
F. Self -insured Retentions. Any self -insured retentions must be declared to
and approved by City. City reserves the right to require that self -insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
G. City Remedies for Non -Compliance. If Contractor or any subcontractor
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Contractor's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
at City's sole option, be deducted from amounts payable to Contractor or
reimbursed by Contractor upon demand.
H. Timely Notice of Claims. Contractor shall give City prompt and timely notice
Of claims made or suits instituted that arise out of or result from Contractor's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
Contractor's Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the work.
BRINC Drones, Inc. Page B-4
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Attachment B
Budget Amendment No. 25-055
10-65
City of Newport Beach
u r x BUDGET AMENDMENT
�"uFORN" 2024-25 $A#: 25-055
Department: Police
ONETIME: ❑ Yes 0 No
Requestor: Jonathan Stafford
Approvals
❑ CITY MANAGER'S APPROVAL ONLY
Finance Director: Q/Z(i� � Date 011,112/0145
0 COUNCIL APPROVAL REQUIRED City Clerk: Date
EXPLANATION FOR REQUEST:
To increase expenditure appropriations in the Detective Division For the Drone Program that will cover agreement Costs, ❑ from existing budget appropriations
(first -year set-up costs for site preparation and equipment and ongoing costs for utilities. ❑ From additional estimated revenues
0 From unappropriated Fund balance
REVENUES
Fund #
Org
Object
Project Description
Increase or (Decrease) $
Subtotal $
EXPENDITURES
Fund #
Org
Object
Project Description
Increase or (Decrease) $
010
01035355
811065
DETECTIVES - PD DRONE PROGRAM
445,016.00
010
01035355
911017
DETECTIVES - CONTRACTED SET UP
50,000.00
010
01035355
831001
DETECTIVES - TELECOMM DATALINES
2,500.00
Subtotal $ 497,516.00
FUND BALANCE
Fund #
Object
Description
Increase or (Decrease) $
010
300000
GENERAL FUND
- FUND BALANCE CONTROL
(497,516.00)
Subtotal $ (497,516,00)
Fund Balance Change Required
10-66