Flock Safety + CA - Murrieta PD
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Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
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MAIN CONTACT:
Larry Barsocchini
[email protected]
408.317.8617
ORDER FORM
This order form (“Order Form”) hereby incorporates and includes the terms of the previously executed agreement (the “Terms”) which describe and set forth the general legal terms governing the relationship (collectively, the "Agreement" ). The Terms contain, among other things, warranty disclaimers, liability limitations and use limitations.
This additional services Agreement will be effective when this Order Form is executed by both Parties (the “Effective Date”)
Customer: CA - Murrieta PD Initial Term: 36 Months
Legal Entity Name: CA - Murrieta PD Renewal Term: 24 Months Accounts Payable Email: [email protected] Payment Terms: Net 30 Address: 2 Town Sq Murrieta, California 92562 Billing Frequency: Annual Plan - First Year Invoiced at Signing.
Retention Period: 30 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Item Cost Quantity Total
Flock Safety Platform $300,000.00
Flock Safety Drone Hardware and Services
Flock Aerodome DFR - M4TD + Dock 3 Included 3 Included
Flock911 for Aerodome Included 1 Included
Flock Aerodome DFR - Radar Included 1 Included
Professional Services and One Time Purchases
Item Cost Quantity Total
One Time Fees
Subtotal Year 1: $150,000.00
Annual Recurring Subtotal: $300,000.00
Discounts: $150,000.00
Estimated Tax: $0.00
Contract Total: $750,000.00
Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
The Term for Flock Hardware shall commence upon first installation and validation, except that the Term for any Flock Hardware that requires self- installation shall commence upon execution of the Agreement. In the event a Customer purchases more than one type of Flock Hardware, the earliest Term start date shall control. In the event a Customer purchases software only, the Term shall commence upon execution of the Agreement.
Special Terms:
• In the first year of the deployment, Flock will provide Customer with complimentary use of radar [Flock Aerodome DFR - Radar]. Customer's agreement will continue with the quantity of Flock Aerodome DFR - Radar indicated in the Order Form. Prior to the end of the first year, the Customer may elect to downgrade to no longer have Flock Aerodome DFR - Radar and execute a new Order Form. The decision must be emailed in writing to the Flock Customer Success Manager assigned to the deployment at least sixty (60) days prior to the end of the first year. If selected to downgrade, Flock will recover all equipment and software licenses related to Flock Aerodome DFR - Radar and Customer will operate at 200ft instead of 400ft, without use of radar.
Customer's agreement will continue with the quantity of Flock Aerodome DFR - M4DT + Dock 3 indicated in the Order Form.
Billing Schedule
Billing Schedule Amount (USD)
Year 1
At Contract Signing $150,000.00
Annual Recurring after Year 1 $300,000.00
Contract Total $750,000.00
*Tax not included
Discounts
Discounts Applied Amount (USD)
Flock Safety Platform $0.00
Flock Safety Add-ons $0.00
Flock Safety Professional Services $0.00
Product and Services Description
Flock Safety Platform Items Product Description
Flock Aerodome DFR - M4TD +
Dock 3
Drone as First Responder (DFR) 2.0 system, including hardware, software, and services. Hardware includes M4D series drone, camera, batteries, and contact-charging Dock 3. Software includes remote piloting, air traffic awareness, spectator view, mobile app, flight logging, mission reporting, and community engagement dashboard. Services include FAA regulatory services, SOP development, training, and ongoing support.
Flock911 for Aerodome
Flock911 enables users to access live 911 calls directly within the FlockOS™ software, delivering real-time situational context that ensures faster, safer, and more efficient responses to calls for service.
Flock Aerodome DFR - Radar
Drone as First Responder (DFR) 2.0 detect and avoid capabilities for operations up to 400 ft according to agreed-upon UASFM altitudes. Includes FAA regulatory services and installation.
FlockOS Features & Description
FlockOS Features Description
PRODUCT ADDENDUM
UNMANNED AIR SUPPORT AS A SERVICE (UASaaS) PROGRAM
FOR DRONE RESPONSE SERVICES
WHEREAS, Customer has determined that it is in the interests of public safety for it to have the ability to utilize unmanned drones during crisis incidents, public emergencies, and in certain public safety operations, to the extent permitted by law;
WHEREAS, Flock is in the business of providing unmanned drone services ( the unmanned drone services shall be considered part of the “Flock Services”) and Flock Hardware; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer and Flock agree as follows:
1. UNMANNED AIR SUPPORT GENERAL TERMS OF DELIVERY
1.1 Flock Services and Hardware. Flock shall provide access to Customer the Flock Services and related Flock Hardware (the “Flock Hardware”) listed on the Order Form upon the terms and conditions set forth in the Agreement. Flock maintains ownership of all the Flock Hardware. Each year, as specified in the Order Form, the Customer will be provided with 16 batteries. Customer may place an order for additional Flock Hardware (e.g., batteries prior to 500 complete charging cycles, hardware damaged due to Customer’s error, additional spares, etc.) at Flock’s then current list price, which will be made available to Customer upon request.
1.2 FAA Regulatory Waivers . Flock will assist Customer in acquiring any required Federal Aviation Administration (“FAA”) regulatory waivers.
1.3 Delivery. Flock shall make the Flock Hardware available to Customer at Customer’s delivery address set forth in the Order Form (“Delivery Point”). If for any reason Customer fails to accept delivery of the Flock Hardware by the date fixed pursuant to Flock's notice stating that the Flock Hardware is available at the Delivery Point: (i) Customer shall bear the risk of loss to the Flock Hardware; (ii) the Flock Hardware shall be deemed to have been delivered; and (iii) Flock, at its option, may store the Flock Hardware until collected by Customer, whereupon Customer shall be liable for all related costs and expenses (including, without limitation, stora ge and insurance). Once the Flock Hardware is made available as the Delivery Point, Customer is responsible for any resulting use of the Flock Hardware by all Authorized Users and all third-parties who may gain access to the same.
1.4 Pilot Services. Upon Customer’s request, Flock will make available an employee or independent contractor pilot (each a “Pilot”) to Customer for purposes of operating the Flock Hardware (hereafter the “Pilot Services”) at the pricing set forth in the Order Form. The Pil ot Services shall be considered part of the Flock Services. When operating the Flock Hardware, the Pilot shall comply with the reasonable requests of Customer. Such Pilot Services may be used for up to forty (40) hours per week during the Term. Customer’s use of the Pilot Services shall not alleviate any of Customer’s obligations set forth herein. Customer shall provide Pilots with a safe working environment when on Customer’s premises.
1.5 NDAA Insurance Policy. In the event that any federal or state law, regulation, or executive order imposes a ban on the use of drones manufactured in China, Flock shall, within a commercially reasonable time frame, provide a replacement drone that is fully compliant with the National Defense Authorization Act (NDAA) requirements. The replacement drone will be compatible with all existing systems in place and will be the closest available substitute Flock has to the original drone.
2. LOSS AND DAMAGE OF FLOCK HARDWARE
2.1 Except as otherwise provided herein, Customer assumes and shall bear the entire risk of loss, damage to, theft or destruction of, all leased equipment, from any use outside of the guidelines and procedures outlined in Schedules A and B, and FAA regulations. This includes situations where the pilot engages emergency measures, such as disabling geofences or Return to Home features, to manage an emergency. However, if such emergency measures are executed in compliance with Flock’s protocols and result in unavoidable damage, the Customer’ s responsibility shall be limited to the extent that the damage was not a result of negligence or willful misconduct on the part of the Customer or its agents.
2.2 LOSS OR DAMAGE TO THE EQUIPMENT, OR ANY PART OF IT, SHALL NOT RELIEVE CUSTOMER OF ANY OBLIGATION UNDER THIS LEASE AGREEMENT when the loss is a result of the customers operation. Customer’ s obligations with respect to this section shall commence upon delivery and Customer’ s acceptance of the equipment.
2.3 Customer agrees to immediately notify Flock of any accident or event of loss or damage involving the equipment. The notification shall include any information as may be pertinent to Flock' s investigation of such accident, loss, or damage, or which Customer may reasonably require.
3. FEES. The Order Form dictates the Flock Hardware, software, personnel, and Flock Services and the entire Flock Services corresponding fees. Customer shall pay the Fees as described on the Order Form.
4. TERM. The term of this Agreement commences on the Effective Date of this Agreement and continues until terminated as provided under this Agreement (the “Term”). Each Order Form shall commence and expire and/or terminate according to the terms set forth in such Order Form. On expiration or termination of the Agreement, all licenses provided hereunder by Flock shall immediately expire.
5. FLOCK DRONE IP. Customer Data does not include, and Flock Drone IP (defined herein) expressly includes, any data to the extent processed by, resulting as an output of, or based on the usage of, the Flock Services, Flock Hardware, including, without limitation, data collected by Flock’s radar and radio frequency sensors.
Such Flock Drone IP shall be Flock’s Confidential Information. Flock shall own all rights to (i) any data input into the Flock Services, Flock Hardware by or on behalf of Flock (not including any Customer Data) and (ii) any aggregated and anonymized data extracted or derived from the Flock Services, or use of the Flock Hardware, including all aggregated and anonymized usage data, statistical data, transactional data, metadata, market data, flight logs and flight history, telemetry data and logs, fleet information including drone serial numbers and models, connected device information including radar data concerning the surrounding airspace, and other aggregated and anonymized data collected from user data and files (collectively, “Flock Drone IP”). Without limiting the generality of the foregoing, Flock reserves the right to create and market public indexes, analysis or insights created from such data. Customer agrees that it will not share, sell, transfer, or make available any data generated by the Flock Hardware, including all Flock Drone IP to which it may have access, to any third party without the prior express written consent of Flock
SCHEDULE A
SERVICES
Flock makes no warranties regarding the efficacy of the training detailed below.
1. AIRWORTHINESS TRAINING
Flock will make commercially reasonable efforts to provide training for the Customer to maintain the airworthiness of its drones, including compliance-related trainings.
Customer shall be responsible for ensuring that all crew, including pilot in command, visual observer, sensor or payload operator, or other persons necessary for the safe operation of the flight have the qualifications, experience, licenses, and certificates required by applicable FAA regulations and that all have the necessary skill required to perform their duties. After completion of training, Customer will be responsible for maintaining the airworthiness of drones to which Customer is responsible and the ensuring that the respective operations are in line with all applicable laws and regulations.
The training will be conducted via both online and in- person methods, as agreed upon by both parties. The frequency and duration of training will be mutually decided and scheduled to the convenience of the Customer.
2. FLIGHT TRAINING
Flock will assist the Customer in obtaining FAA BVLOS waivers and train the Customer on compliance matters related to such waivers. Flock will start with one deployment location at a time, and work up to the agreed upon number of deployment locations for all UAS. As part of the BVLOS process, Flock will provide training materials to the Customer to certify all employees of the Customers selected as Visual Observers (“VOs”) to help aid in BVLOS operations.
Flock will provide training to officers on how to utilize the Flock IP. This will consist of:
● Showing how to access Flock on their respective internet devices ● Showing how to view a live stream through the application ● Showing how to control the drone using the application ● Showing how to report problems if they come across them on the application The training will be conducted via both online and in- person methods, as agreed upon by both parties. The frequency and duration of training will be mutually decided and scheduled to the convenience of the Customer.
3. FLOCK HARDWARE TRAINING
There will also be training for the Customer to use the Flock Hardware. This training will consist of:
● Discussing maintenance list for the drone, and how to maintain airworthiness ● Teaching how to fly the drone autonomously using the Flock IP ● Teaching how to fly the drone manually using the remote controller The training will be conducted via both online and in- person methods, as agreed upon by both parties. The frequency and duration of training will be mutually decided and scheduled to the convenience of the Customer.
4. DEPLOYMENT SUPPORT
Flock will teach the Customer how to dispatch the Flock Hardware using the software for 911 calls.
Only personnel authorized by Customer may have access to the livestream from the drone. They will also be taught on how to use Flock’s software to view said stream on any internet-connected device.
Authorized personnel may have access to the Flock IP, which can convey the current status of the drone, and how to tell the drone to conduct additional maneuvers if needed.
All operations must be conducted by a Pilot in Command (“PIC”), who is an FAA-certified pilot. Customer will provide the PICs needed to sustain this program.
Flock will assist in drafting a Standard Operating Procedure (“SOP”) as well as department policies regarding access, deployments, privacy, and community engagement.
Flock will ensure correct implementation of each Flock station and its included Flock Hardware which may or may not include the aircraft, on-prem servers, charging dock installations, radars, and more.
5. EQUIPMENT REFRESH CLAUSE
Flock agrees that, at no additional cost to the City, it will provide a full equipment refresh after twenty -four (24) months from the Effective Date of this Agreement. This refresh shall include the replacement of all primary drone hardware covered under this Agreement with the then-current equivalent or next-generation model(s) offered by Vendor. The purpose of this refresh is to ensure that the City benefits from the latest technological advancements and maintains operational readiness. The refreshed equipment shall be new, unused, and include all warranties, software, and support services equivalent to or better than those provided at the time of the original equipment delivery.
SCHEDULE B
SPECIFICATIONS
Customer must abide by the following standards:
Operational:
● Per FAA regulations, and without the necessary waiver, a minimum of one pilot is required to operate each drone.
● Work with Flock to get BVLOS waivers for the city to fully use Flock’s product and services. ● Train members of the city to be VOs so that the Customer can have FAA -compliant and safe BVLOS operations (Flock will provide training material if needed). ● If Customer wants to connect Flock’s software to their Computer Aided Dispatch (“CAD”) system, Customer will provide access to said CAD system at no cost to Flock to location information and other pertinent information about calls-for-service as they are placed. ● Flock will provide their Flock software interface to command the Flock Hardware . Customer must independently access and store any personal information about calls-for-services other than their location and the type of response (police, fire, or EMS) they prompted.
Customer shall be responsible to integrate with CAD software to pull location information and call type information of every call-for-service that the Customer decides the drone should be deployed to, so long as there are no monetary charges to Flock for said integration.
By executing this Order Form, Customer represents and warrants that it has read and agrees to all of the terms and conditions contained in the previously executed agreement.
The Parties have executed this Agreement as of the dates set forth below.
FLOCK GROUP, INC. Customer: CA - Murrieta PD
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