Andrew Villareal | 916-792-3672 | [email protected] [Fleet] 2023 Chevrolet Tahoe (CC10706) 2WD 4dr Commercial (5) ( Complete ) This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s input is subject to the accuracy of the input provided.
Interior
Power outlets, 2, 120-volt, located on the rear of the center seat and rear cargo area Power outlet, front auxiliary, 12-volt, located in the center stack of instrument panel Mirror, inside rearview manual day/night
Visors, driver and front passenger illuminated vanity mirrors, sliding Assist handles, overhead, driver and front passenger, located in headliner Assist handles, front passenger A-pillar and second row outboard B-pillar (Deleted when SEO (7X2) left- and right-hand spotlamps or SEO (7X3) left-hand spotlamp are ordered.) Lighting, interior with dome light, driver- and passenger-side door switch with delayed entry feature, cargo lights, door handle or Remote Keyless Entry-activated illuminated entry and map lights in front and second seat positions. On Police/Special Service vehicles, the control switch is located in the roof console in lieu of the driver - and passenger-side door switch with delayed entry feature.
Cargo management system
Chevrolet Connected Access capable (Subject to terms. See onstar.com or dealer for details.) Safety-Mechanical
Automatic Emergency Braking
Hill Start Assist
StabiliTrak, stability control system with brake assist, includes traction control Safety-Exterior
Daytime Running Lamps, reduced intensity low beam
Safety-Interior
Teen Driver a configurable feature that lets you activate customizable vehicle settings associated with a key fob, to help encourage safe driving behavior. It can limit certain available vehicle features, and it prevents certain safety systems from being turned off. An in-vehicle report card gives you information on driving habits and helps you to continue to coach your new driver
Airbags, Frontal airbags for driver and front outboard passenger; Seat-mounted side-impact airbags for driver and front outboard passenger; Head-curtain airbags for all rows in outboard seating positions (Deleted when (A50) front bucket seats are ordered. Always use seat belts and child restraints. Children are safer when properly secured in a rear seat in the appropriate child restraint. See the Owner's Manual for more information.) Front outboard Passenger Sensing System for frontal outboard passenger airbag (Always use seat belts and child restraints. Children are safer when properly secured in a rear seat in the appropriate child restraint. See the Owner's Manual for more information.)
OnStar and Chevrolet connected services capable (Terms and limitations apply. See onstar.com or dealer for details.)
Front and Rear Park Assist
Following Distance Indicator
HD Rear Vision Camera
Agenda Item #7.5:
Andrew Villareal | 916-792-3672 | [email protected] [Fleet] 2023 Chevrolet Tahoe (CC10706) 2WD 4dr Commercial (5) ( Complete ) This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s input is subject to the accuracy of the input provided.
Safety-Interior
Front Pedestrian Braking
Lane Keep Assist with Lane Departure Warning
Forward Collision Alert
Buckle to Drive prevents vehicle from being shifted out of Park until driver seat belt is fastened; times out after 20 seconds and encourages seat belt use, can be turned on and off in Settings or Teen Driver menu (When ordered with (9C1) Police Vehicle, defaulted off. Feature can be turned on in the Infotainment menu.) Door locks, rear child security, manual
LATCH system (Lower Anchors and Tethers for CHildren), for child restraint seats lower anchors and top tethers located in all second-row seating positions (Deleted when (ATZ) second row seat delete is ordered.) Tire Pressure Monitoring System auto learn, includes Tire Fill Alert (does not apply to spare tire) Warning tones headlamp on, driver and right-front passenger seat belt unfasten and turn signal on
WARRANTY
Warranty Note: <<< Preliminary 2023 Warranty >>>
Basic Years: 3
Basic Miles/km: 36,000
Drivetrain Years: 5
Drivetrain Miles/km: 60,000
Drivetrain Note: Qualified Fleet Purchases: 5 Years/100,000 Miles Corrosion Years (Rust-Through): 6
Corrosion Years: 3
Corrosion Miles/km (Rust-Through): 100,000
Corrosion Miles/km: 36,000
Roadside Assistance Years: 5
Roadside Assistance Miles/km: 60,000
Roadside Assistance Note: Qualified Fleet Purchases: 5 Years/100,000 Miles Maintenance Note: 1 Year/1 Visit
Agenda Item #7.5:
Andrew Villareal | 916-792-3672 | [email protected] [Fleet] 2023 Chevrolet Tahoe (CC10706) 2WD 4dr Commercial (5) ( Complete ) This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s input is subject to the accuracy of the input provided.
Weight Ratings
WEIGHT RATINGS
Front Gross Axle Weight Rating: 3300 lbs
Rear Gross Axle Weight Rating: 4300 lbs
Gross Vehicle Weight Rating: 7400.00 lbs
Agenda Item #7.5:
Andrew Villareal | 916-792-3672 | [email protected] [Fleet] 2023 Chevrolet Tahoe (CC10706) 2WD 4dr Commercial (5) ( Complete ) This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s input is subject to the accuracy of the input provided.
Technical Specifications
Powertrain
Transmission
Drivetrain Rear Wheel Drive Trans Order Code MHU
Trans Type 10 Trans Description Cont. Automatic
Trans Description Cont. Again N/A First Gear Ratio (:1) 4.69 Second Gear Ratio (:1) 2.98 Third Gear Ratio (:1) 2.14
Fourth Gear Ratio (:1) 1.77 Fifth Gear Ratio (:1) 1.52
Sixth Gear Ratio (:1) 1.27 Reverse Ratio (:1) 4.86
Clutch Size N/A Trans Power Take Off N/A
Final Drive Axle Ratio (:1) N/A Transfer Case Model N/A Transfer Case Gear Ratio (:1), High N/A Transfer Case Gear Ratio (:1), Low N/A Transfer Case Power Take Off N/A Seventh Gear Ratio (:1) 1.00 Eighth Gear Ratio (:1) 0.85 Ninth Gear Ratio (:1) 0.69
Tenth Gear Ratio (:1) 0.63
Mileage
EPA Fuel Economy Est - Hwy 20 (2022) MPG Cruising Range - City 336.00 mi EPA Fuel Economy Est - City 14 (2022) MPG Fuel Economy Est-Combined 16 (2022) MPG Cruising Range - Hwy 480.00 mi Estimated Battery Range N/A Engine
Engine Order Code L84 Engine Type Gas V8
Displacement 5.3L/-TBD- Fuel System Direct Injection
SAE Net Horsepower @ RPM 355 @ 5600 SAE Net Torque @ RPM 383 @ 4100 Engine Oil Cooler N/A
Electrical
Cold Cranking Amps @ 0° F (Primary) 850 Cold Cranking Amps @ 0° F (2nd) N/A Cold Cranking Amps @ 0° F (3rd) N/A Maximum Alternator Capacity (amps) N/A Cooling System
Total Cooling System Capacity N/A
Agenda Item #7.5:
Andrew Villareal | 916-792-3672 | [email protected] [Fleet] 2023 Chevrolet Tahoe (CC10706) 2WD 4dr Commercial (5) ( Complete ) This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s input is subject to the accuracy of the input provided.
Vehicle
Emissions
Tons/yr of CO2 Emissions @ 15K mi/year 10.4 (2022) EPA Greenhouse Gas Score N/A Vehicle
Rear Door Type Liftgate
Chassis
Weight Information
Standard Weight - Front 0.00 lbs Standard Weight - Rear 0.00 lbs Base Curb Weight N/A Gross Axle Wt Rating - Front 3300 lbs Gross Axle Wt Rating - Rear 4300 lbs Curb Weight - Front 2697 lbs Curb Weight - Rear 2659 lbs Option Weight - Front 0.00 lbs Option Weight - Rear 0.00 lbs Reserve Axle Capacity - Front 603.00 lbs Reserve Axle Capacity - Rear 1641.00 lbs As Spec'd Curb Weight 5356.00 lbs As Spec'd Payload 2044.00 lbs Maximum Payload Capacity 2044.00 lbs Gross Combined Wt Rating 14000 lbs Gross Axle Weight Rating 7600.00 lbs Curb Weight 5356.00 lbs Reserve Axle Capacity 2244.00 lbs Total Option Weight 0.00 lbs Payload Weight Front 0 lbs Payload Weight Rear 0 lbs Gross Vehicle Weight Rating 7400.00 lbs Trailering
Dead Weight Hitch - Max Trailer Wt. 5000 lbs Dead Weight Hitch - Max Tongue Wt. 500 lbs Wt Distributing Hitch - Max Trailer Wt. 6000 lbs Wt Distributing Hitch - Max Tongue Wt. 600 lbs Fifth Wheel Hitch - Max Trailer Wt. N/A Fifth Wheel Hitch - Max Tongue Wt. N/A Maximum Trailering Capacity 8400 lbs
Frame
Frame Type N/A Sect Modulus Rails Only N/A
Frame RBM N/A Frame Strength N/A
Frame Thickness N/A
Agenda Item #7.5:
Andrew Villareal | 916-792-3672 | [email protected] [Fleet] 2023 Chevrolet Tahoe (CC10706) 2WD 4dr Commercial (5) ( Complete ) This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s input is subject to the accuracy of the input provided.
Chassis
Suspension
Suspension Type - Front Independent Suspension Type - Rear Multi-Link Spring Capacity - Front N/A Spring Capacity - Rear N/A
Axle Type - Front N/A Axle Type - Rear N/A
Axle Capacity - Front N/A Axle Capacity - Rear N/A
Axle Ratio (:1) - Front N/A Axle Ratio (:1) - Rear 3.23 Shock Absorber Diameter - Front N/A Shock Absorber Diameter - Rear N/A Stabilizer Bar Diameter - Front N/A Stabilizer Bar Diameter - Rear N/A Tires
Front Tire Order Code XCS Rear Tire Order Code XCS
Spare Tire Order Code RAV Front Tire Size 275/55R20SL
Rear Tire Size 275/55R20SL Spare Tire Size P275/55R20
Front Tire Capacity N/A Rear Tire Capacity N/A
Spare Tire Capacity N/A Revolutions/Mile @ 45 mph - Front N/A Revolutions/Mile @ 45 mph - Rear N/A Revolutions/Mile @ 45 mph - Spare N/A Wheels
Front Wheel Size 20 x 9 in Rear Wheel Size 20 x 9 in
Spare Wheel Size 20 x -TBD- in Front Wheel Material Steel Rear Wheel Material Steel Spare Wheel Material Steel
Steering
Steering Type Pwr Steering Ratio (:1), Overall N/A
Steering Ratio (:1), On Center N/A Steering Ratio (:1), At Lock N/A Turning Diameter - Curb to Curb 39.0 ft Turning Diameter - Wall to Wall N/A Brakes
Brake Type Pwr Brake ABS System 4-Wheel
Brake ABS System (Second Line) N/A Disc - Front (Yes or ) Yes Disc - Rear (Yes or ) Yes Front Brake Rotor Diam x Thickness 13.5 x 1.2 in Rear Brake Rotor Diam x Thickness 13.6 x 1.0 in Drum - Rear (Yes or ) N/A Agenda Item #7.5:
Andrew Villareal | 916-792-3672 | [email protected] [Fleet] 2023 Chevrolet Tahoe (CC10706) 2WD 4dr Commercial (5) ( Complete ) This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s input is subject to the accuracy of the input provided.
Chassis
Brakes
Rear Drum Diam x Width N/A
Fuel Tank
Fuel Tank Capacity, Approx 24 gal Aux Fuel Tank Capacity, Approx N/A Fuel Tank Location N/A Aux Fuel Tank Location N/A
Dimensions
Interior Dimensions
Passenger Capacity 6 Front Head Room 42.3 in
Front Leg Room 44.5 in Front Shoulder Room 66.0 in
Front Hip Room 61.5 in Second Head Room 38.9 in
Second Leg Room 42.0 in Second Shoulder Room 64.8 in
Second Hip Room 61.3 in Third Head Room N/A
Third Leg Room N/A Third Shoulder Room N/A
Third Hip Room N/A
Exterior Dimensions
Wheelbase 120.9 in Length, Overall w/rear bumper N/A
Length, Overall 210.7 in Width, Max w/o mirrors 81 in
Height, Overall 75.8 in Overhang, Front N/A
Overhang, Rear w/o bumper N/A Front Bumper to Back of Cab N/A Cab to Axle N/A Cab to End of Frame N/A
Ground to Top of Load Floor N/A Ground to Top of Frame N/A Frame Width, Rear N/A Ground Clearance, Front 8 in
Ground Clearance, Rear 8 in Body Length 0.00 ft
Rear Door Opening Height N/A Rear Door Opening Width N/A Side Door Opening Height N/A Side Door Opening Width N/A Step Up Height - Front N/A Step Up Height - Side N/A
Cab to Body N/A
Agenda Item #7.5:
Andrew Villareal | 916-792-3672 | [email protected] [Fleet] 2023 Chevrolet Tahoe (CC10706) 2WD 4dr Commercial (5) ( Complete ) This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.
Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s input is subject to the accuracy of the input provided.
Dimensions
Cargo Area Dimensions
Cargo Area Length @ Floor to Console N/A Cargo Area Length @ Floor to Seat 1 N/A Cargo Area Length @ Floor to Seat 2 N/A Cargo Area Length @ Floor to Seat 3 N/A Cargo Box Width @ Top, Rear N/A Cargo Area Width @ Beltline N/A Cargo Box Width @ Floor N/A Cargo Box Width @ Wheelhousings 49.4 in Cargo Box (Area) Height N/A Tailgate Width N/A
Cargo Volume N/A Cargo Volume to Seat 1 125.9 ft³
Cargo Volume to Seat 2 70.3 ft³ Cargo Volume to Seat 3 N/A Cargo Volume to Seat 4 N/A Ext'd Cab Cargo Volume N/A
Exterior
Doors
Side Door Type N/A
Agenda Item #7.5:
City of Sonoma
Agenda Item Summary
Meeting: City Council - 16 Aug 2023
Department
Police
Staff Contact
Brandon Cutting, Police Chief
Agenda Item Title
Adopt a Resolution Agreeing to Reimburse the County Sheriff for its Expenses Incurred in Executing and Performing Under a Two-Year Contract with FLOCK Safety for Automated License Plate Reader (ALPR) Products, in an Amount Not to Exceed $57,000 Annually as Approved in FY 23/24 Budget
Summary
The City Police Department has received an agreement from FLOCK Safety for the installation and use of sixteen (16) infrastructure free license plate reader cameras as presented to the City Council at the 3 May 2023 open City Council meeting. The City Council approved reimbursing the Police Department the costs of such license plate reader cameras and attendant system in the FY23/24 budget.
Flock Safety is the sole provider of this comprehensive monitoring, processing, and machine vision services that integrate with the Flock Safety Camera. This agreement includes the installation fees for the cameras, software access, cloud data storage for 30 days, and Flock Safety Advanced Search software for the data in cloud storage.
Flock Safety provides crime-fighting technology (cameras and software) under a service subscription model. Flock Safety’s service is a flat annual fee that include: ALPR camera hardware, hardware maintenance, ALPR software, software updates, unlimited users, 30 days unlimited data storage, LTE connectivity, solar panels, poles, mounting equipment, and monitoring. Flock Safety provides all supplies and equipment under standard operating procedures and complies with all government regulations and workplace safety guidelines. The agreement contemplates the Police Department using Flock’s system and services for one year, with an automatic renewal of another year unless the Police Department delivers a timely notice of non-renewal. If the City of Sonoma’s Police Department chooses not to renew the agreement, Flock Safety will remove the cameras.
The Sonoma Police Department will be utilizing this database for criminal investigations only (as outlined in Sonoma County Sheriff’s Office Policy 430). The data contained on the cloud server will automatically delete on the 31st day after capture as outlined in the Flock Safety Agreement and Policy 430 (SCSO), which governs the use of the database as well as the rules of access and audit.
The Chief of Police will execute the agreement on behalf of the Police Department, provided the City Council agrees to reimburse the County (acting as the City’s Police Department) for the contract amount(s). The Police Department will perform the obligations which the agreement specifies are the Police Department’s to perform.
Recommended Council Action
Adopt the resolution.
Agenda Item #7.6:
Alternative Actions
1. Deny request.
2. Require alternative action.
Financial Impact
The total cost to the City for this system is $56,900 year one, and $50,500 year two. The FY 23/24 budget for the Sonoma Police Department was approved to include an additional amount of $57,000 in account 100-42101-406-60406 over the FY22/23 budget for this purpose.
Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Resolution -FLOCK ALPR
Flock Safety - Sole Source Letter 2023 (1)
FLOCK Contract Final for Signature 08.10.2020
Agenda Item #7.6:
319395.v1
City of Sonoma
RESOLUTION # ____ - 2023
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA AGREEING
TO REIMBURSE THE COUNTY SHERIFF FOR ITS EXPENSES INCURRED IN
EXECUTING AND PERFORMING UNDER A TWO YEAR SERVICE AGREEMENT
WITH FLOCK SAFETY FOR AUTOMATED LICENSE PLATE READERS AND CLOUD DATA STORAGE.
WHEREAS, the City of Sonoma’s Fiscal Year 2023/24 Budget included an appropriation of $57,000 in the Sonoma Police Department budget for the installation and utilization of Automated License Plate Readers; and
WHEREAS, Flock Safety is a sole source company for the Vehicle Fingerprint Technology, Integrated Cloud-Software & Hardware Platform, Transparency and Ethical Product Design, and Flock OS operating system. Said system and Flock Safety’s personnel provide the technology, equipment and skills necessary to install, operate and provide to the City’s Police Department Automated License Plate Readers; and WHEREAS, the City of Sonoma Police Chief has recommended to the City that the City fund the installation and use of said Automated License Plate Readers as an effective method which the Police Department can employ to prevent and prosecute criminal activity in and around the City of Sonoma; and
WHEREAS, the cost of the Flock Safety contract in the first year is $56,900, and $50,500 in the second year; and
WHEREAS, the City of Sonoma Police Chief has presented to the City Council an agreement between the Police Department and Flock Safety under which Flock Safety will provide its Automated License Plate Readers system to the Police Department and the Police Department will utilize said system in accordance with the terms of the agreement. Said agreement is attached to this Resolution and made a part hereof. The Police Chief intends to execute this agreement provided that the City Council agrees to reimburse the County for the costs set forth in the agreement; and
WHEREAS, the County of Sonoma provides to the City police protection services through a master agreement entered into between the County of Sonoma and the City of Sonoma, and the City is agreeable to reimbursing the County for the costs the County, through its provision of police services to the City, incurs in executing and performing under said agreement.
NOW, THEREFORE, BE IT RESOLVED, that based on the facts and representations stated above, the City Council of the City of Sonoma hereby agrees to reimburse the County of Sonoma, acting as the City of Sonoma’s Police Department, for the costs the said Police Department incurs in executing and performing under the attached agreement between the Sonoma Police Department and Folk Safety, in a not-to-exceed amount of $57,000 annually for two years.
Agenda Item #7.6:
319395.v1
BE IT FURTHER RESOLVED, that the City Manager is hereby authorized to recommend to the Chief of Police modifications to said agreement, after consulting with the City Attorney.
ADOPTED this __th day of August 2023 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
________________________________
Sandra Lowe, Mayor
ATTEST:
________________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #7.6:
Sole Source Letter for Flock Safety® ALPR Cameras and Solution Flock Safety® is the sole manufacturer and developer of the Flock Safety® ALPR Camera.
Flock Safety® is also the sole provider of the comprehensive monitoring, processing, and machine vision services which integrate with the Flock Safety® ALPR Camera.
The Flock Safety® ALPR camera and devices are the only Law Enforcement Grade ALPR System to offer the following combination of proprietary features:
1. Vehicle Fingerprint Technology®:
○ Patented proprietary machine vision to analyze vehicle license plate, state recognition, and vehicle attributes such as color, type, make and objects (roof rack, bumper stickers, etc.) based on image analytics (not car registration data) ○ Machine vision to capture and identify characteristics of vehicles with a paper license plate and vehicles with the absence of a license plate ○ Ability to ‘Save Search’ based on description of vehicles using our patented Vehicle Fingerprint Technology without the need for a license plate, and set up alerts based on vehicle description
○ Only LPR provider with “Visual Search” which can transform digital images from any source into an investigative lead by finding matching vehicles based on the vehicle attributes in the uploaded photo
○ Flock Safety Falcon Flex™: an infrastructure-free, location-flexible license plate reader camera that is easy to self install. Flock Safety Falcon Flex™ ties seamlessly into the Flock Safety® ecosystem with a small and lightweight camera with the ability to read up to 30,000 license plates and vehicle attributes on a single battery charge
2. Integrated Cloud-Software & Hardware Platform:
○ Ability to capture two (2+) lanes of traffic simultaneously with a single camera from a vertical mass
○ Best in class ability to capture and process up to 30,000 vehicles per day with a single camera powered exclusively by solar power
○ Wireless deployment of solar powered license plate reading cameras with integrated cellular communication weighing less than 5lbs and able to be powered solely by a solar panel of 60W or less
○ Web based footage retrieval tool with filtering capabilities such as vehicle color, vehicle type, vehicle manufacturer, partial or full license plate, state of license plate, and object detection
1170 Howell Mill Rd. NW · Suite 210, Atlanta, GA 30318
Agenda Item #7.6:
○ Utilizes motion capture to start and stop recording without the need for a reflective plate
○ Motion detection allows for unique cases such as bicycle capture, ATV, motorcycle, etc.
○ On device machine processing to limit LTE bandwidth consumption ○ Cloud storage of footage
○ Covert industrial design for minimizing visual pollution
3. Transparency & Ethical Product Design:
○ One-of-a-kind “Transparency Portal” public-facing dashboard that details the policies in place by the purchaser, as well as automatically updated metrics from the Flock Safety® system
○ Built-in integration with NCMEC to receive AMBER Alerts to find missing children ○ Privacy controls to enable certain vehicles to “opt-out” of being captured
4. Integrated Audio & Gunshot Detection:
○ Natively integrated audio detection capabilities utilizing machine learning to recognize audio signatures typical of crimes in progress (e.g., gunshots)
5. Live Video Integration:
○ Ability to apply computer vision to third-party cameras using Flock Safety Wing® LPR, transforming them to evidence capture devices using the same Vehicle Fingerprint® technology offered on the Flock Safety Falcon® ALPR cameras ○ Flock Safety Wing® Livestream integrates live stream traffic cameras, publicly or privately owned livestream security cameras into one cloud-based situational awareness dashboard to increase response time in mission-critical incidents ○ Manage various government intelligence including ALPR, livestream cameras, CAD, automatic vehicle location (AVL) on Flock Safety Wing® Suite ○ Ability to access live and recorded video using Flock Safety Condor™, a subscription video solution which allows officers to remotely view instant replay of downloadable live on-scene video with PTZ controls and 25X optical zoom without the need for additional camera network set-up, installation, or up-keep
6. Situational Awareness:
○ FlockOS™ is the world’s first and only public safety operating system compatible with Flock Safety™ live streaming fixed and PTZ Condor camera, Flock Safety Raven™ gunshot audio detection, while seamlessly integrating first and 1170 Howell Mill Rd. NW · Suite 210, Atlanta, GA 30318
Agenda Item #7.6:
third-party data across video, LPR, and audio to deliver real-time intelligence and retroactive crime solving in a single-pane real-time crime center ○ Ability to enhance situational awareness capacity by layering all intelligence streams onto the FlockOS™ ESRI-based map
○ FlockOS™ features Flock Safety™ unique Real-Time Routing feature that analyzes various data sources to determine where a suspect vehicle has been and its’ direction of travel providing users with possible outcomes based on a confidence threshold
7. Partnerships:
○ Flock Safety® is the only LPR provider to officially partner with AXON to be natively and directly integrated into Evidence.com
○ Flock Safety® is the only LPR provider to be fully integrated into a dynamic network of AXON’s Fleet 3 mobile ALPR cameras for patrol cars and Flock Safety Falcon® cameras
○ Access to additional cameras purchased by our HOA and private business partners, means an ever-increasing amount of cameras and data at no additional cost
8. Warranty & Service:
○ Lifetime maintenance and support included in subscription price ○ Flock Safety® is the only fully integrated ALPR one-stop solution from production of the camera to delivery and installation
○ Performance monitoring software to predict potential failures, obstructions, tilts, and other critical or minor issues
Thank you,
Garrett Langley CEO, Flock Safety®
1170 Howell Mill Rd. NW · Suite 210, Atlanta, GA 30318
Agenda Item #7.6:
316277.v1
Flock Safety + Sonoma PD
______________
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
______________
MAIN CONTACT:
Kyle Egkan
[email protected]
7144690389
Agenda Item #7.6:
316277.v1
EXHIBIT A
ORDER FORM
Customer: Sonoma PD Initial Term: 24 Months
Legal Entity Name: Sonoma PD Renewal Term: 24 Months
Accounts Payable Email: [email protected] Payment Terms: Net 30 Billing Frequency: Annual Plan - First Year Invoiced at Signing.
Retention Period: 30 Days
Address: 175 1st St W Sonoma, California 95476
Hardware and Software Products
Annual recurring amounts over subscription term
Item Cost Quantity Total
Flock Safety Platform $50,500.00
Flock Safety Flock OS
FlockOS ™ Included 1 Included
Flock Safety LPR Products
Flock Safety Falcon ® Included 16 Included
Flock Safety FlockOS Add Ons
Flock Safety Advanced Search $2,500.00 1 $2,500.00
Professional Services and One Time Purchases
Item Cost Quantity Total
One Time Fees
Flock Safety Professional Services
Professional Services - Standard Implementation Fee $650.00 8 $5,200.00 Professional Services - Existing Infrastructure
Implementation Fee $150.00 8 $1,200.00
Subtotal Year 1: $56,900.00
Annual Recurring Subtotal: $50,500.00
Estimated Tax: $0.00
Contract Total: $107,400.00
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.
Agenda Item #7.6:
relate
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Billing Schedule
Billing Schedule Amount (USD)
Year 1
At Contract Signing $56,900.00
Annual Recurring after Year 1 $50,500.00
Contract Total $107,400.00
*Tax not included
Agenda Item #7.6:
relate
316277.v1
Product and Services Description
Flock Safety Platform Items Product Description Terms
Flock Safety Falcon ®
An infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint® technology to capture vehicular attributes.
The Term shall commence upon first installation and validation of Flock Hardware.
One-Time Fees Service Description
Installation on existing
infrastructure
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief.
Professional Services - Standard
Implementation Fee
One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief.
Professional Services -
Advanced Implementation Fee
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief.
Agenda Item #7.6:
relate
316277.v1
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 Master Services Agreement attached. The Parties have executed this Agreement as of the dates set forth below.
FLOCK GROUP, INC. Customer: City of Sonoma Police Department By:
\FSSignature2\
By:
\FSSignature1\
Name:
\FSFullname2\
Name:
\FSFullname1\
Title:
\FSTitle2\
Title:
\FSTitle1\
Date:
\FSDateSigned2\
Date:
\FSDateSigned1\
PO Number:
Agenda Item #7.6:
relate
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Master Services Agreement
This Master Services Agreement (this “Agreement”) is entered into by and between Flock Group, Inc. with a place of business at 1170 Howell Mill Road NW Suite 210, Atlanta, GA 30318 (“Flock”) and the entity identified in the signature block (“Customer”) (each a “Party,” and together, the “Parties”) on this the 23 day of June 2023. This Agreement is effective on the date of mutual execution (“Effective Date”). Parties will sign an Order Form (“Order Form”) which will describe the Flock Services to be performed and the period for performance, attached hereto as Exhibit A. The Parties agree as follows:
RECITALS
WHEREAS, Flock offers a software and hardware situational awareness solution through Flock’s technology platform that upon detection is capable of capturing audio, video, image, and recording data and provide notifications to Customer (“Notifications”); WHEREAS, Customer desires access to the Flock Services (defined below) on existing devices, provided by Customer, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, via the Flock Services; WHEREAS, Customer shall have access to the Footage in Flock Services. Pursuant to Flock’s standard Retention Period (defined below) Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for extracting, downloading and archiving Footage from the Flock Services on its own storage devices; and
WHEREAS, Flock desires to provide Customer the Flock Services and any access thereto, subject to the terms and conditions of this Agreement, solely for the awareness, prevention, and prosecution of crime, bona fide investigations and evidence gathering for law enforcement purposes, (“Permitted Purpose”).
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AGREEMENT
NOW, THEREFORE, Flock and Customer agree that this Agreement, and any Order Form, purchase orders, statements of work, product addenda, or the like, attached hereto as exhibits and incorporated by reference, constitute the complete and exclusive statement of the Agreement of the Parties with respect to the subject matter of this Agreement, and replace and supersede all prior agreements, term sheets, purchase orders, correspondence, oral or written communications and negotiations by and between the Parties.
1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or crossreferenced in this Section 1.
1.1 “Anonymized Data” means Customer Data permanently stripped of identifying details and any potential personally identifiable information, by commercially available standards which irreversibly alters data in such a way that a data subject (i.e., individual person or entity) can no longer be identified directly or indirectly.
1.2 “Authorized End User(s)” means any individual employees, agents, or contractors of Customer authorized by Customer to access or use the Services, under the rights granted to Customer pursuant to this Agreement.
1.3 “Customer Data” means the data, media and content provided by Customer through the Services. For the avoidance of doubt, the Customer Data will include the Footage.
1.4. “Customer Hardware” means the third-party camera owned or provided by Customer and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services.
1.5 “Embedded Software” means the Flock proprietary software and/or firmware integrated with or installed on the Flock Hardware or Customer Hardware.
1.6 “Flock Hardware” means the Flock device(s), which may include the pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded Agenda Item #7.6:
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Software and the Web Interface, to provide the Flock Services as specifically set forth in the applicable product addenda.
1.7 “Flock IP” means the Services, the Embedded Software, and any intellectual property or proprietary information therein or otherwise provided to Customer and/or its Authorized End Users. Flock IP does not include Footage (as defined below).
1.8 “Flock Network End User(s)” means any user of the Flock Services that Customer authorizes access to or receives data from, pursuant to the licenses granted herein.
1.9 “Flock Services” means the provision of Flock’s software and hardware situational awareness solution, via the Web Interface, for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage.
1.10 “Footage” means still images, video, audio and other data captured by the Flock Hardware or Customer Hardware provided via the Flock Services.
1.11 “Hotlist(s)” means a digital file containing alphanumeric license plate related information pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license plates, vehicles owned or associated with wanted or missing person(s), vehicles suspected of being involved with criminal or terrorist activities, and other legitimate law enforcement purposes.
Hotlist also includes, but is not limited to, national data (i.e., NCIC) for similar categories, license plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult Alerts, and includes manually entered license plate information associated with crimes that have occurred in any local jurisdiction.
1.12 “Installation Services” means the services provided by Flock for installation of Flock Services.
1.13 “Retention Period” means the time period that the Customer Data is stored within the cloud storage, as specified in the product addenda.
1.14 “Vehicle Fingerprint™” means the unique vehicular attributes captured through Services such as: type, make, color, state registration, missing/covered plates, bumper stickers, decals, roof racks, and bike racks.
1.15 “Web Interface” means the website(s) or application(s) through which Customer and its Authorized End Users can access the Services.
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2. SERVICES AND SUPPORT
2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, non-transferable right to access the features and functions of the Flock Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Authorized End Users to access and download via the Web Interface for the data retention time defined on the Order Form (“Retention Period”). Authorized End Users will be required to sign up with the Customer and be approved by the Customer for an account and select a password and username (“User ID”).
Customer shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, including any acts or omissions of authorized End user which would constitute a breach of this agreement if undertaken by customer. Customer shall undertake reasonable efforts to make all Authorized End Users aware of all applicable provisions of this Agreement and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage).
2.2 Embedded Software License. Flock grants Customer a limited, non-exclusive, nontransferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as it pertains to Flock Services, solely as necessary for Customer to use the Flock Services.
2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health, in order to improve performance and functionality. Flock will use commercially reasonable efforts to respond to requests for support within seventy-two (72) hours. Flock will provide Customer with reasonable technical and on-site support and maintenance services in-person, via phone or by email at [email protected] (such services collectively referred to as “Support Services”).
2.4 Upgrades to Platform. Flock may make any upgrades to system or platform that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Flock’s products or services to its agencies; the competitive strength of, or market for, Flock’s products or services; such platform or system’s cost efficiency or performance, or (ii) comply with applicable law.
Parties understand that such upgrades are necessary from time to time and Flock represents and Agenda Item #7.6:
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warrants that the upgrades will not diminish the quality of the services or materially change any terms or conditions within this Agreement.
2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any third-party services required for Services are interrupted; (c) if Flock reasonably believes Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance is required (“Service Interruption”). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Customer, to provide updates, and to resume providing access to Flock Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized End User may incur as a result of a Service Interruption. To the extent that the Service Interruption is not caused by Customer’s direct actions or by the actions of parties associated with the Customer, the Term will be extended by the duration of the Service Interruption (for any continuous suspension lasting at least one full day). For example, in the event of a Service Interruption lasting five (5) continuous days, Customer will receive a credit for five (5) free days at the end of the Term.
2.6 Service Suspension. Flock may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the Flock IP or Flock Service if (a) there is a threat or attack on any of the Flock IP by Customer; (b) Customer’s or any Authorized End User’s use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Customer has violated any term of this Agreement, including, but not limited to, utilizing Flock Services for anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Customer’s account (“Service Suspension”). Customer shall not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or credit. If the Service Suspension was not caused by Customer, the Term will be extended by the duration of the Service Suspension.
2.7 Hazardous Conditions. Flock is providing the Services hereunder on the assumption that in doing so it will not encounter, unearth, disturb, handle or dispose of hazardous materials, or other Agenda Item #7.6:
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hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately. Flock warrants and represents that in providing its Services to Customer hereunder, Flock’s Hardware and all instruments and means by which Flock performs its Service shall not include and shall be free of all hazardous materials as described above.
3. CUSTOMER OBLIGATIONS
3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated registration information. Authorized End Users may not select as their User ID, a name that they do not have the right to use, or any other name with the intent of impersonation. Customer and Authorized End Users may not transfer their account to anyone else without prior written permission of Flock. Authorized End Users shall not share their account username or password information and must protect the security of the username and password. Unless otherwise stated and defined in this Agreement, Customer shall not designate Authorized End Users for persons who are not officers, employees, or agents of Customer. Authorized End Users shall only use Customer-issued email addresses for the creation of their User ID. Customer is responsible for any Authorized End User activity associated with its account. Customer shall ensure that Customer provides Flock with up to date contact information at all times during the Term of this agreement. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Flock Services. Customer shall (at its own expense) provide Flock with reasonable access and use of Customer facilities and Customer personnel in order to enable Flock to perform Services (such obligations of Customer are collectively defined as “Customer Obligations”).
3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer shall use Flock Services only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of data, video, photo, or audio content.
4. DATA USE AND LICENSING
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4.1 Customer Data. As between Flock and Customer, all right, title and interest in the Customer Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited, non-exclusive, royalty-free, irrevocable, worldwide license to use the Customer Data and perform all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock does not own and shall not sell or transmit to any person or entity Customer Data.
4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Customer (“Customer Generated Data”). Customer shall retain as its sole property whatever legally cognizable right, title, and interest it may have in Customer Generated Data. Customer understands and acknowledges that Flock has no obligation to monitor or enforce Customer’s intellectual property rights of Customer Generated Data. Customer grants Flock a non-exclusive, irrevocable, worldwide, royalty-free, license to use the Customer Generated Data for the purpose of providing Flock Services. Flock does not own and without Customer’s written consent shall not sell or transmit to any person or entity Customer Generated Data.
4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer Data and Customer Generated Data to the extent such anonymization renders the data nonidentifiable to create Anonymized Data to use and perform the Services and related systems and technologies, including the training of machine learning algorithms. Customer hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right to use and distribute such Anonymized Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock offerings. Parties understand that the aforementioned license is required for continuity of Services. Flock does not own and shall not sell or transmit to any person or entity Anonymized Data except as provided in this Section 4.3.
5. CONFIDENTIALITY; DISCLOSURES
5.1 Confidentiality. Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information to the Receiving Party relating to the Disclosing Party’s business (hereinafter referred to as Agenda Item #7.6:
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“Proprietary Information” of the Disclosing Party). Proprietary Information of Flock includes non-public information regarding features, functionality and performance of the Services.
Proprietary Information of Customer includes non-public data provided by Customer to Flock or collected by Flock via Flock Services, which includes but is not limited to geolocation information and environmental data collected by sensors. The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event less than commercially reasonable precautions, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.
The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.
5.1.1 Third Party Requests for Proprietary Information. The Parties acknowledge that Customer is a California public agency subject to the California Public Records Act (“Act”) under which Act Customer, upon request, is required to divulge certain records in Customer’s possession or under its control to third parties. Flock understands and agrees that Customer may be required to divulge Flock’s Proprietary Information pursuant to this Act. In the event that Customer receives a request under the Act which requests disclosure of Flock’s Proprietary Information in the possession of the Customer, the Customer shall promptly provide a copy of said request to Flock and confer with Flock as to whether the requested records should be disclosed. If Flock determines that certain records should not be disclosed and Customer concurs in Flock’s determination, Flock shall indemnify and defend (with counsel reasonably acceptable to the Customer) the Customer from any and all damages, expenses, costs, fees (including attorney’s fees incurred by the Customer and/or awarded against the Customer), claims and liabilities of any sort arising out of the Customer’s refusal to disclose the requested records. If Customer disagrees with Flock’s determination that the requested records should be withheld, Customer will promptly notify Flock, in writing, of Customer’s disagreement and within 10 business days of Flock’s receipt of said written disagreement, Flock shall have the option of filing suit to seek a determination from the Sonoma County Superior Court as to whether the requested records are Agenda Item #7.6:
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subject to disclosure under the Act. If Flock fails to so timely file such suit, it shall be conclusively presumed that Flock consents to such disclosure, and Customer will disclose the requested records to the requester in accordance with the Act. If Flock timely files such suit and obtains an order temporarily barring the Customer from disclosing the requested records, Customer will comply with the court order, but if no such order is obtained pending the outcome of the lawsuit, Customer will disclose the records to the requester.
Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.
5.1.2 Termination Obligations. At the termination of this Agreement, all Proprietary Information will be returned to the Disclosing Party, destroyed or erased (if recorded on an erasable storage medium), together with any copies thereof, when no longer needed for the purposes above, or upon request from the Disclosing Party, and in any case upon termination of the Agreement. Notwithstanding any termination, all confidentiality obligations of the Parties with respect to Proprietary Information that is trade secret shall continue in perpetuity or until such information is no longer trade secret.
5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement.
Customer further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock’s sole discretion. Customer and Authorized End Users shall not: (i) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock Services or Flock IP; (vi) use the Flock Services for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise Agenda Item #7.6:
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transfer, convey, pledge as security, or otherwise encumber, Customer’s rights under this Agreement. There are no implied rights.
5.3 Disclosure of Footage. Subject to and during the Retention Period, Flock may access, use, and/or preserve the Footage and shall disclose the Footage to law enforcement authorities other than Customer and Authorized End Users, government officials other than Customer and Authorized End Users, and/or third parties, if legally required to do so.
Subject to and during the Retention Period, Flock may access, use, and/or preserve the Footage and may disclose the Footage to law enforcement authorities other than Customer and Authorized End Users, government officials other than Customer and Authorized End Users, and/or third parties if Flock has a good faith, reasonable belief that such access, use, preservation or disclosure is reasonably necessary to comply with a legal process, enforce this Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or emergency situations.
6. PAYMENT OF FEES
6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order Form based on the billing structure and payment terms as indicated in the Order Form. If Customer believes that Flock has billed Customer incorrectly, Customer must contact Flock no later than thirty (30) days after the closing date on the first invoice in which the error or problem appeared to receive an adjustment or credit. Customer acknowledges and agrees that a failure to contact Flock within this period will serve as a waiver of any claim. If any undisputed fee is more than thirty (30) days overdue, Flock may, without limiting its other rights and remedies, suspend delivery of its service until such undisputed invoice is paid in full. Flock shall provide at least thirty (30) days’ prior written notice to Customer of the payment delinquency before exercising any suspension right.
6.2 Notice of Changes to Fees. Flock reserves the right to change the fees for subsequent Renewal Terms by providing sixty (60) days’ notice (which may be sent by email) prior to the end of the Initial Term or Renewal Term (as applicable).
6.3 Late Fees. If payment is not issued to Flock by the due date of the invoice, an interest penalty of 1.0% of any unpaid amount may be added for each month or fraction thereafter, until final payment is made.
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6.4 Taxes. Customer is responsible for all taxes, levies, or duties, excluding only taxes based on Flock’s net income, imposed by taxing authorities associated with the order. If Flock has the legal obligation to pay or collect taxes, including amount subsequently assessed by a taxing authority, for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Flock a legally sufficient tax exemption certificate and Flock shall not charge customer any taxes from which it is exempt. If any deduction or withholding is required by law, Customer shall notify Flock and shall pay Flock any additional amounts necessary to ensure that the net amount that Flock receives, after any deduction and withholding, equals the amount Flock would have received if no deduction or withholding had been required.
7. TERM AND TERMINATION
7.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order Form (the “Term”). Following the Term, unless otherwise indicated on the Order Form, 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.
7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any applicable Flock Hardware at a commercially reasonable time period. In the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period (“Cure Period”). Either Party may terminate this Agreement (i) upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business. In the event of a material breach by Flock, and Flock is unable to cure within the Cure Period, Flock will refund Customer a pro-rata portion of the pre-paid fees for Services not received due to such termination.
7.3 Survival. The following Sections will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 10.1 and
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8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER
8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded Software (a “Defect”), Customer must notify Flock’s technical support team. In the event of a Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective Flock Hardware at no additional cost to the Customer. Flock reserves the right, in its sole discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or testing within a commercially reasonable time, but no longer than seven (7) business days after Customer gives notice to Flock.
8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged by some entity or person other than Flock, Customer may request a replacement of Flock Hardware at a fee according to the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule). In the event that Customer chooses not to replace Flock Hardware lost, damaged, or stolen by some entity or person other than Flock, Customer understands and agrees that (1) Flock Services will be materially affected, and (2) Flock shall have no liability to Customer regarding such affected Flock Services, nor shall Customer receive a refund for the lost, damaged, or stolen Flock Hardware.
8.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because of other causes beyond Flock’s reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER’S SOLE REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTS.
FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND FLOCK
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT Agenda Item #7.6:
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LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 10.6.
8.5 Insurance. Flock will maintain commercial general liability policies as stated in Exhibit B.
8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, pandemics (including the spread of variants), issues of national security, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, financial institution crisis, weather conditions or acts of hackers, internet service providers or any other third party acts or omissions.
9. LIMITATION OF LIABILITY; INDEMNITY
9.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,
FLOCK, ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND
EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED
THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA; (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D)
FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK’S ACTUAL KNOWLEDGE OR
REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH
AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID
AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT
GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF Agenda Item #7.6:
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LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN SECTION 10.6.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF FLOCK’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) FLOCK’S INDEMNIFICATION OBLIGATIONS.
9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable for the torts of its own officers, agents, or employees.
9.3 Flock Indemnity. Flock shall indemnify and hold harmless Customer, its agents, officers and employees, from liability of any kind, including claims, costs (including reasonable defense costs and attorney’s fees) and expenses, arising out of: (i) any copyrighted material, patented or unpatented invention, articles, device or appliance manufactured or used in the performance of this Agreement; or (ii) any damage or injury to property or person directly caused by Flock’s installation of Flock Hardware, except for where such damage or injury was caused solely by the negligence of the Customer or its agents, officers or employees.
10. INSTALLATION SERVICES AND OBLIGATIONS
10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of this Agreement, except as otherwise specifically set forth in this Agreement. Except as otherwise expressly stated in this Agreement, Customer is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Customer agrees and understands that in the event Customer is found to engage in any of the foregoing restricted actions, all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination for material breach by Customer. Customer shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at Flock’s discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock’s Agenda Item #7.6:
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rights to any damages Flock may sustain as a result of Customer’s default and Flock shall have the right to enforce any other legal remedy or right.
10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock Hardware for optimal product functionality, as conditions and locations allow. Flock will collaborate with Customer to design the strategic geographic mapping of the location(s) and implementation of Flock Hardware to create a deployment plan (“Deployment Plan”). In the event that Flock determines that Flock Hardware will not achieve optimal functionality at a designated location, Flock shall have final discretion to veto a specific location, and will provide alternative options to Customer.
10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent requested changes to the Deployment Plan, including, but not limited to, relocating, repositioning, adjusting of the mounting, removing foliage, replacement, changes to heights of poles will incur a fee according to the reinstall fee schedule located at (https://www.flocksafety.com/reinstall-fee-schedule). Customer will receive prior notice and confirm approval of any such fees.
10.4 Customer Installation Obligations. Customer is responsible for any applicable supplementary cost as described in the Customer Implementation Guide, attached hereto as Exhibit C (“Customer Obligations”). Customer represents and warrants that it has, or shall lawfully obtain, all necessary right, title and authority and hereby authorizes Flock to (i) install the Flock Hardware at the locations designated in the Deployment Plan and (ii) make any necessary inspections or maintenance in connection with such installation.
10.5 Flock’s Obligations. Flock represents and warrants that it has, or shall lawfully obtain, all necessary right, title and authority to (i) install the Flock Hardware at the locations designated in the Deployment Plan and (ii) make any necessary inspections or maintenance in connection with such installation. Installation of any Flock Hardware shall be installed in a professional manner within a commercially reasonable time from the Effective Date of this Agreement. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for the length of the Term. Flock may use a subcontractor or third party to perform certain obligations under this Agenda Item #7.6:
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agreement, provided that Flock’s use of such subcontractor or third party shall not release Flock from any duty or liability to fulfill Flock’s obligations under this Agreement.
11. MISCELLANEOUS
11.1 Compliance With Laws. Parties shall comply with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any subpoena request(s).
11.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party, without prior, written consent of the other Party. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of merger, consolidation or similar transaction.
11.4 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous or contemporaneous negotiations, discussions or agreements, whether written and oral , communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Customer’s purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. Any mutually agreed upon purchase order is subject to these terms. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement shall prevail. Customer agrees that Customer’s purchase is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Flock with respect to future functionality or feature.
11.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Parties do not have any authority of any kind to bind each other in any respect whatsoever. Flock shall at all times be and act as an independent contractor to Customer.
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11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the state in which the Customer is located. The Parties hereto agree that venue would be proper in the Superior Court of the County of Sonoma, California. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.
11.7 Special Terms. Flock may offer certain special terms which are indicated in the proposal and will become part of this Agreement, upon Customer’s prior written consent and the mutual execution by authorized representatives (“Special Terms”). To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control.
11.8 Publicity. Flock has the right to reference and use Customer’s name and trademarks and disclose the nature of the Services in business and development and marketing efforts.
11.9 Feedback. If Agency or Authorized End User provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency or Authorized End User hereby assigns to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.
11.10 Export. Customer may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign Customer or authority. As defined in Federal Acquisition Regulation (“FAR”), section
2.101, Flock represents that the Services, the Flock Hardware and Documentation are “commercial items” and according to the Department of Defense Federal Acquisition Regulation (“DFAR”) section 252.2277014(a)(1) and are deemed to be “commercial computer software” and “commercial computer software documentation.” Flock represents that it is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of any system, or as critical technology as part of any Flock system. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
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11.11 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections.
11.12 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the Parties they are representing.
11.13 Conflict. In the event there is a conflict between this Agreement and any applicable statement of work, or Customer purchase order, this Agreement controls unless explicitly stated otherwise.
11.14 Public Disrepute. In the event Customer or its employees become the subject of an indictment, arrest, public disrepute, contempt, scandal or behaves in a manner that, in the reasonable judgment of Flock, reflects unfavorably upon Flock, and/or their officers or principals, licensees, such act(s) or omission(s) shall constitute a material breach of this Agreement and Flock shall, in addition to any other rights and remedies available to it hereunder, whether at law or in equity, have the right to elect to terminate this Agreement. 11.15 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
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FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: [email protected]
Customer NOTICES ADDRESS:
ADDRESS:
ATTN:
EMAIL:
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EXHIBIT B
INSURANCE
Required Coverage. Flock shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the services under this Agreement and the results of that work by Flock or its agents, representatives, employees or subcontractors. Insurance shall be placed with insurers with a current A. M. Best rating of no less than “A” and “VII”. Flock shall obtain and, during the term of this Agreement, shall maintain policies of professional liability (errors and omissions), automobile liability, and general liability insurance for insurable amounts of not less than the limits listed herein. The insurance policies shall provide that the policies shall remain in full force during the life of the Agreement.
Types and Amounts Required. Flock shall maintain, at minimum, the following insurance coverage for the duration of this Agreement:
(i) Commercial General Liability insurance written on an occurrence basis with minimum limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad-form property damage, and product and completed operations coverage;
(ii) Umbrella or Excess Liability insurance written on an occurrence basis with minimum limits of Ten Million Dollars ($10,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate; (iii) Professional Liability/Errors and Omissions insurance with minimum limits of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate; (iv) Commercial Automobile Liability insurance with a minimum combined single limit of One Million Dollars ($1,000,000) per occurrence for bodily injury, death, and property coverage, including owned and non-owned and hired automobile coverage; and
(v) Cyber Liability insurance written on an occurrence basis with minimum limits of Five Million Dollars ($5,000,000).
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