Vallejo City Council
June 25, 2024

FISCAL IMPACT
There is no fiscal impact as funding for these costs is included in the adopted budget. All future payments for this agreement are subject to City Council approval of annual appropriations.

ENVIRONMENTAL REVIEW
This action is exempt from environmental review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15301(h), Maintenance of Existing Landscaping.

ATTACHMENTS

1. RESO First Amendment - EZ Tree _CAO Stamp

2. First Amendment to 23-PW071 EZ Tree_CAO Stamp

3. 23-PW071 EZ TREE INC Consultant and Professional Services Agreement

CONTACT
Melissa Tigbao, P.E., Public Work Director, 707-648-4433 [email protected]

RESOLUTION NO. 24-______

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING THE

FIRST AMENDMENT TO THE CONSULTANT AND PROFESSIONAL SERVICES

AGREEMENT FOR ON-CALL TREE PRUNING AND REMOVAL SERVICES WITH EZ TREE, INC. TO INCREASE THE MAXIMUM NOT-TO-EXCEED AMOUNT OF THE CONTRACT TO $2,137,500 AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME WHEREAS, there is a continued need for on-call contractors to perform routine and emergency tree services throughout the City. The ability to bring in contractors on an on-call basis for this type of work allows the City to better manage workload and ensure work is completed in a timely manner; and WHEREAS, a Request for Proposals (RFP) was issued in September of 2022 for on- call tree pruning and removal services; and
WHEREAS, on November 15, 2022, the City Council authorized separate Consultant and Professional Services Agreements for on-call tree pruning and removal services with EZ Tree, Inc. and two other vendors in the amount of $712,500 each; and WHEREAS, EZ Tree, Inc’s contract is close to reaching its not-to-exceed limit and still has the possibility of three one-year extensions; and
WHEREAS, staff has determined that approximately $475,000 per fiscal year will cover the routine and emergency tree related expenses for all City departments; and WHEREAS, in order to continue key tree services throughout the City, staff is seeking authorization for a First Amendment to increase the maximum not-to-exceed amount of the contract to $2,137,500.

NOW, THEREFORE BE IT RESOLVED that the City Council hereby approves the First Amendment to the Consultant and Professional Services Agreement for on-call tree pruning and removal services with EZ Tree, Inc to increase the maximum not-to-exceed amount of the contract to $2,137,500.

BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute same, with any modifications recommended by the City Attorney and the City Clerk to attest the signing of that Agreement.

ADOPTED BY THE CITY COUNCIL OF THE CITY OF VALLEJO at a regular meeting held on May 28, 2024, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN

ATTEST
ROBERT H. MCCONNELL, MAYOR
DAWN G. ABRAHAMSON, CITY CLERK
First Amendment to Agreement #23-PW071 – EZ Tree. Page 1 of 3

FIRST AMENDMENT

TO THE CONSULTANT AND PROFESSIONAL SERVICES

AGREEMENT BETWEEN CITY OF VALLEJO
AND
EZ TREE, INC.

This First Amendment to the Consultant and Professional Services Agreement made and entered into on November 16, 2022, hereafter referred to as “Agreement”, between EZ Tree, Inc., a California corporation, therein referred to as “Consultant”, and the City of Vallejo, a municipal corporation, therein referred to as “City”, is made and entered into on this 26th day of June 2024.

Consultant and City do mutually agree as follows:

1. Amendment to Section 1.A of Exhibit B “Compensation.” Section 1.A. of Exhibit B shall be modified to read in its entirety as follows:
“ Services. City agrees to pay consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement for all authorized reimbursable expenses, for a total not to exceed two million one hundred thirty-seven thousand five hundred dollars and zero cents ($2,137,500.00).

Consultant shall notify City in writing no later than thirty (30) days prior to the estimated date when Consultant will have billed City the maximum payment amount permitted under this Agreement, and Consultant shall provide City with an estimate of the additional compensation required to complete the project.”

2. Integration. This First Amendment contains the entire agreement between the parties with respect to its subject matter and supersedes whatever oral or written understanding they may have had prior to the execution of this First Amendment. This First Amendment shall not be amended or modified except by a written agreement executed by each of the parties. Except as specifically revised herein, all terms and conditions of the Agreement shall remain in full force and effect, and Consultant shall perform all duties, obligations and conditions required under the Agreement.

3. Inconsistencies. In the event of any conflict or inconsistency between the provisions of this First Amendment and the Agreement, the provisions of this First Amendment shall control in all respects.

4. Ambiguities. The parties have each carefully reviewed this First Amendment and have agreed to each term of this First Amendment. No ambiguity shall be presumed to be construed against either party.

5. Counterparts. This First Amendment may be executed by the parties in one or

First Amendment to Agreement #23-PW071 – EZ Tree. Page 2 of 3 more counterparts all of which collectively shall constitute one document and agreement.

6. Authority. The person signing this First Amendment for Consultant hereby represents and warrants that he or she is fully authorized to sign this First Amendment on behalf of Consultant.
(SIGNATURES ARE ON THE FOLLOWING PAGE)
First Amendment to Agreement #23-PW071 – EZ Tree. Page 3 of 3 IN WITNESS WHEREOF, the parties have entered into this First Amendment on the day and year first hereinabove appearing.

EZ Tree, Inc.
a California corporation
BY:

Arthur L. Durden
Owner
DATE:
(City Seal)

CITY OF VALLEJO,
a municipal corporation
BY:

Andrew Murray
City Manager
DATE:

ATTEST:

Dawn G. Abrahamson
City Clerk
APPROVED AS TO CONTENT:

Melissa Tigbao, P.E.

Public Works Director
APPROVED AS TO FORM:

Veronica A.F. Nebb
City Attorney
APPROVED AS TO INSURANCE:

Armond Sarkis
Risk Manager
Nov 22, 2022 4:06 PM, 1037923226
Contract and Routing Form
Requisition Number: 1035954718
Date Originated:

Finance Department ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4592 Department: Public Works Departments, LMD
Staff Contact: Jason Lacey, [email protected] Contract Type: Master Consultant and Professional Services Agreement Vendor: EZ Tree, Inc. Vendor Number:3360
Business License Number: 11701082
Contract Not to Exceed Amount: 712500.00
Contract Start Date: Nov 16, 2022 End Date: Jun 30, 2024 Option to Extend: intervals of 1 year, total duration shall not exceed 5 years (2027) Authority to Contract: City Council Date to Council: Nov 15, 2022 Other Comments:

Staff did an RFP for on-call tree pruning and removal services and three companies were awarded contracts, EZ Tree, West Coast Arborists, and The Professional Tree Care Company. This contract is for on-call tree pruning and removal services for City Trees (routine maintenance and emergency). The on-call contracts are used by many city departments/divisions such as PW, Water, Fire, and Code.

Attachments are uploaded for review here: https://bit.ly/vContracts Approved Pre-Requisition Form
Insurance
I have uploaded additional files.No
DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 23-PW071
Contract and Routing Form
Signature Page
Department Initial Date Comment
Originating Department/Division
Risk Manager
Finance Department
City Attorney
City Manager
City Clerk
Return executed contract to: Jason Lacey
DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 11/23/2022
11/28/2022
11/29/2022
11/29/2022
11/29/2022
11/29/2022
Nov 17, 2022 3:09 PM, 1035954718
Pre-Requisition Form

Finance Department ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4592 Department: Public Works Departments, LMD
Staff Contact: Jason Lacey, [email protected] Vendor: EZ Tree, Inc. Vendor Number 3360
Term: Multi-year Term
Anticipated Start Date: Nov 16, 2022
Anticipated End Date: Jun 30, 2024
Anticipated Contract Type: Master Consultant and Professional Services Agreement Purchasing Authority: City Council Anticipated Date to Council: Nov 15, 2022 Total Projected Expenditure: 712500.00

Multiple Project Numbers? Multiple Account Numbers? No, just one

Description of Proposed Purchase:

This contract is for on-call tree pruning and removal services for City Trees (routine maintenance and emergency). The on-call contracts are used by many city departments/divisions such as PW, Water, Fire and Code. The total not to exceed amount is $712,500 for the full term of the contract(expires 6/30/24 with three, one-year extension options)
I have reviewed the city-wide contracts, expenditure and encumbrance reports to comply with the VMC.

It is an existing vendor and I am working to take an action to the City Council because it will exceed the City- wide cap of $100,000 in a single FY.

Competitive Process: I have completed a Competitive Proposal Process for Services Winning Quote Uploaded: Yes

Explanation for Vendor Selection:

Staff did an RFP for on call tree pruning and removal services and three companies were awarded contracts, EZ Tree, West Coast Arborists, and The Professional Tree Care Company.

Uploaded documents available for review https://bit.ly/vPreReqs.

WarrantyNo

Winning Bid/Quote/ProposalYes
DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Other Bid/Quote/ProposalYes

DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Pre-Requisition Signature Section

Department Comment

Supervisor/Manager: Brisa Long
Title: Administrative Analyst II
E-mail: [email protected]

_
_
Signature Date

Delegated Signee: Melissa Tigbao
Title: Public Works Director
E-mail: [email protected]

_
Signature Date

Route Final HTE PO to City Clerk for Contract Log

Brisa Long
Digitally signed by Brisa Long
DN: cn=Brisa Long, o=City of Vallejo, ou=Public
Works, [email protected], c=US
Date: 2022.11.17 15:17:13 -08'00'
Digitally signed by Melissa L. Tigbao
DN: cn=Melissa L. Tigbao, o, ou,
[email protected], c=US
Date: 2022.11.17 16:14:42 -08'00'
DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement- EZ Tree Page 1 of 11

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT
This Consultant and Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 16th day of November, 2022, by and between the City of Vallejo, a municipal corporation ("City"), and EZ Tree Inc., a California Corporation, hereinafter referred to as “Consultant”, who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide the City professional services as specified in Exhibit A, entitled “Scope of Work.”

2. Payment. City shall pay Consultant for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B, entitled “Compensation.” The payments specified in Exhibit B shall be the only payments to be made to Consultant for services rendered pursuant to this Agreement.

3. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.

4. Indemnification. Consultant shall indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney’s fees, consultant’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Consultant’s operations, or any subcontractor’s operations, to be performed under this agreement for Consultant’s or subcontractor’s tort negligence including active or passive, or strict negligence, including but not limited to personal injury including, but not limited to bodily injury, emotional injury, sickness or disease, or death to persons and/or damage to property of anyone, including loss of use thereof, caused or alleged to be caused by any act or omission of Consultant, or any subcontractor, or anyone directly or indirectly employed by any of them or anyone for the full period of time allowed by the law, regardless to any limitation by insurance, with the exception of the sole negligence or willful misconduct of the City.

The provisions of this section shall survive the expiration or termination of this Agreement.

DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement- EZ Tree Page 2 of 11

5. Insurance Requirements. Consultant agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled “Insurance Requirements for Consultant.” Failure to maintain required insurance at all times shall constitute a default and material breach.

6. Accident Reports. Consultant shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and shall include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses, and telephone numbers of any known witnesses, (c) the date, time, and description of the accident or other occurrence.

7. Conflict of Interest. Consultant warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Consultant’s family, business, real property or financial interests and the services to be provided under this Agreement. Consultant shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Consultant’s family, business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Consultant shall disclose such conflict in writing to City. Every individual who performs services on behalf of Consultant pursuant to this Agreement must file a full Statement of Economic Interests (also known as Form 700) with the City Clerk if the work of the individual involves making a governmental decision whether to issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; authorizes the City to enter into, modify, or renew a contract; grants City approval of specifications for a contract; adopts or approves for the City any policy, standard or guideline; lobbies on behalf of the City, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code.

8. Independent Contractor. Consultant is an independent contractor.

Neither Consultant nor any of Consultant’s officers, employees, agents, or subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Consultant only insofar as the results of Consultant’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services pursuant to this Agreement.

9. Licenses, Permits, Etc. Consultant represents and warrants to City that all consultant services shall be provided by a person or persons duly licensed by the State of California to provide the type of services to be performed under this DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement- EZ Tree Page 3 of 11 Agreement and that Consultant has all the permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice its profession.

10. Business License. Consultant, and its subcontractors, has obtained or agrees to apply prior to performing any services under this Agreement to City’s Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement. The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Consultant until such business license(s) has been obtained.

11. Standard of Performance. Consultant shall provide products and perform all services required pursuant to this Agreement in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by a member of Consultant’s profession currently practicing in California.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation applicable federal, state, and local laws and regulations, and all other contingencies or considerations.

Consultant’s responsibilities under this section shall not be delegated. Consultant shall be responsible to City for acts, errors, or omissions of Consultant’s subcontractors.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work and shall prepare plans, reports, and/or other work products in such a way that additional costs will not be incurred beyond a project budget approved or amended by the City Manager or his or her designee.

Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Consultant is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Consultant of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement- EZ Tree Page 4 of 11 negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Consultant.

12. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by causes or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

In the event that the Consultant is unable to meet the completion date or schedule of services, Consultant shall immediately inform the City Representative of this in writing. If additional time is required to perform the work, the City Representative may adjust the schedule.

13. Time is of the Essence. Time is of the essence in this Agreement.

Any reference to days means calendar days, unless otherwise specifically stated.

14. Personnel. Consultant agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement.

The payment made to Consultant pursuant to this Agreement shall be the full and complete compensation to which Consultant and Consultant’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Consultant nor Consultant’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Consultant. The City shall not be required to pay any workers' compensation insurance on behalf of Consultant.

Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

15. Consultant Not Agent. Except as authorized under this Agreement or as City may authorize in a letter of authorization signed by the City Manager or his or her designee, Consultant shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

16. Term. The term of this Agreement shall commence on November 16, 2022 and shall continue in full force and effect until June 30, 2024.

DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement- EZ Tree Page 5 of 11 City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of one year, by written notice to Consultant. The total duration of this Agreement, including the exercise of any options under this section, shall not exceed five (5) years.

If the term of this Agreement extends into fiscal years subsequent to that in which it is approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo.

If funds to effect such continued payment are not appropriated, Consultant agrees to terminate any services supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

17. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Consultant. Upon receipt of a notice of termination, Consultant shall perform no further work except as specified in the notice. Before the date of termination, Consultant shall deliver to City all City records and documents, all work product, whether completed or not, as of the date of termination and not otherwise previously delivered.

The City shall pay Consultant for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Consultant for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Consultant for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.

18. Products of Consulting Services. The work product, including without limitation, all writings, work sheets, reports, recordings, drawings, files, detailed calculations and other work products, whether complete or incomplete, of Consultant resulting from services rendered pursuant to this Agreement, shall become the property of City. Consultant agrees that all copyrights which arise from creation of the work under this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Consultant makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement- EZ Tree Page 6 of 11 Documents submitted to the City in electronic format shall be formatted according to specifications provided by the City, or if not otherwise specified, in Microsoft Word, Excel, PowerPoint or other Microsoft Office Suite (2002) format as appropriate for the particular work product or, if directed by the City Representative in Adobe Acrobat PDF format.

19. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Consultant in the performance of Consultant’s services hereunder.

20. Assignment and Subcontracting. Consultant shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance. Any attempted or purported assignment of any right, duty or obligation under this Agreement without said consent shall be void and of no effect.

If subcontracting of work is permitted, Consultant shall pay its subcontractor within ten (10) days of receipt of payment by City for work performed by a subcontractor and billed by the Consultant. Use of the term subcontractor in any other provision of this contract shall not be construed to imply authorization for Consultant to use subcontractors for performance of any service under this Agreement.

The City is an intended beneficiary of any work performed by Consultant’s subcontractor for purposes of establishing a duty of care between the subcontractor and City.

Any subcontractor or assignee consented to by City shall be bound by all terms and conditions of this agreement and the same shall be incorporated into and made a part of any assignment or subcontractor agreement.

21. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.

22. Non-Discrimination/Fair Employment Practices.
(a) Consultant shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from employment, or to discriminate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal treatment with respect to compensation, DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement- EZ Tree Page 7 of 11 terms, conditions or other privileges of employment, without regard to his race, religious creed, color, sex, national origin, ancestry, or disability, medical condition, age, marital status or sexual orientation.

Consultant warrants and represents it is an equal opportunity employer and agrees it shall not discriminate on the basis of race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual orientation in the selection and retention of employees, subcontractors or procurement of materials or equipment.

In all solicitations either by competitive bidding or negotiations made by Consultant for work to be performed under any subcontract, including procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultant’s obligation under this Agreement relative to nondiscrimination and fair employment practices.

Consultant shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.
(b) Consultant agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

23. Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United States Post Office, registered or certified mail, postage prepaid, addressed to:

If to City: Jason Lacey
Landscape Maintenance Manager
Public Works Department
555 Santa Clara Street
Vallejo, CA 94590
If to Consultant: Arthur L. Durden
Owner
EZ Tree Inc.
2103 Redwood St., Suite 200
Vallejo, CA 94590
Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement- EZ Tree Page 8 of 11 Routine administrative communications shall be made pursuant to section 1 of Exhibit A.

24. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.

25. Severability Clause. Should any provision of this Agreement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

26. Law Governing. This Agreement shall in all respects be governed by the law of the State of California
without regard to its conflicts of law
rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

27. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

28. Ambiguity. The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof.

29. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.

30. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

31. Compliance with Laws. Consultant will comply with all statutes, regulations and ordinances in the performance of all services under this Agreement.

DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement- EZ Tree Page 9 of 11

32. Confidentiality of City Information. During the performance of services under this Agreement, Consultant may gain access to and use City information regarding, but not limited to, procedures, policies, training, operational practices, and other vital information (hereafter collectively referred to as "City Information") which are valuable, special and unique assets of the City. Consultant agrees that it will not use any information obtained as a consequence of the performance of services under this Agreement for any purpose other than fulfillment of Consultant’s scope of work , to protect all City Information and treat it as strictly confidential and proprietary to City, and that it will not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party, other than its own employees, agents or subcontractors who have a need for the City Information for the performance of services under this Agreement, without the prior written consent of City, or as required by law.

Consultant shall treat all records and work product prepared or maintained by Consultant in the performance of this Agreement as confidential.

A violation by Consultant of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.

Consultant’s obligations under this section shall survive the completion of services, expiration or termination of this Agreement.

33. News and Information Release. Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.

34. City Representative. The City Representative specified in Exhibit A, or the representative's designee, shall administer this Agreement for the City.

35. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

36. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or e-mailed by PDF or otherwise. Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement. The failure to send an original shall not affect the binding nature of this Agreement.

DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement- EZ Tree Page 10 of 11

37. Authority. The person signing this Agreement for Consultant hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Consultant.

38. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments [SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement- EZ Tree Page 11 of 11 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

EZ Tree Inc.

A California corporation
By:

Arthur L. Durden
Owner
DATE:
11701082
Vallejo Business License No.
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By:

Michael Malone
City Manager
DATE:

ATTEST:

By:

Dawn G. Abrahamson
City Clerk
APPROVED AS TO CONTENT:

Melissa Tigbao
Public Works Director
APPROVED AS TO FORM:

Veronica A. F. Nebb
City Attorney
APPROVED AS TO INSURANCE:

Armond Sarkis
Risk Manager
DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 11/22/2022
11/29/2022

Consultant and Professional Services Agreement- EZ Tree Page 1 of 2 Exhibit A – Scope of Work

EXHIBIT A

SCOPE OF WORK

1. Representatives. The City Representative for this Agreement is:

Jason Lacey
Landscape Maintenance Manager
Public Works Department
555 Santa Clara Street
Vallejo CA 94590
707-553-7219
[email protected]
The Consultant’s Representative for this Agreement is:

Yvette Ramos
Accountant Specialist
EZ Tree Inc.
2103 Redwood Street, Suite 200
Vallejo, CA 94590
707-333-3180
All routine administrative communications between the parties shall be between the above named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Consultant Representative and City’s Representative.

2. Services to be Provided. Consultant shall provide on-call tree pruning, tree removal and other related service specific projects as may be requested by the Landscape Maintenance Manager or other City Representative; such services shall be defined in the quote provided by the consultant and based on City’s need at the time. The services provided throughout the term of this Agreement may include the services specified in the Request for Proposals issued by the City on September 6, 2022.

3. Key Personnel. All of the individuals identified below are necessary for the successful prosecution of the services due to their unique expertise and depth and breadth of experience. There shall be no change in the personnel listed below, without written approval of the City Representative. Consultant recognizes that the composition of this team was instrumental in the City’s decision to award the work to Consultant and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement- EZ Tree Page 2 of 2 Exhibit A – Scope of Work
expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Consultant’s obligations under this Agreement and shall be grounds for termination.

Key personnel are as follows:

Arthur Durden – Owner
Yvette Ramos – Consultant Account Specialist
Linda Ljuba – Arborist
Zechariah Guarniere – Project Manager
Alfonso Hernandez – Crew Lead
Travis Grimes – Climber
Elijah Durden – Climber / Groundmen
Zacharia Durden – Groundmen
Mauro Miranda – Groundmen
Elio Cardenas – Senior Climber
Joseph Rivera – Climber
Sebastian Palomera – Groundmen
Gregario Hernandez - Groundmen
DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement-EZ Tree Page 1 of 5 Exhibit B - Compensation

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

A. Services: City agrees to pay Consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed Seven Hundred Twelve Thousand Five Hundred Dollars and Zero Cents [ $712,500 ].

Consultant shall notify City in writing no later than thirty (30) days prior to the estimated date when Consultant will have billed City the maximum payment amount permitted under this Agreement, and Consultant shall provide City with an estimate of the additional compensation required to complete the project.

B. Additional Services:

1. Additional Services are those services related to the scope of Services of Consultant as set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other Consultants to perform said Additional Services.

2. Consultant’s compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees' appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises. Where a fixed fee for Additional Services is established by mutual Agreement between City and Consultant, compensation to Consultant shall not exceed the fixed fee amount.

2. Appropriate Billable Hourly Rates for Services and Additional Services.

Consultant’s billable hourly rates shall be as listed in Attachment 1 of Exhibit B, attached hereto and incorporated herein by this reference.

3. Consultant’s Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Consultant for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in advance by City.

4. Payments to Consultant.

DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement-EZ Tree Page 2 of 5 Exhibit B - Compensation
A. Payments to Consultant shall be made within a reasonable time after receipt of Consultant’s invoice, said payments to be made in proportion to services performed. Consultant may request payment on a monthly basis. Consultant shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

B. All invoices submitted by Consultant shall contain the following information:

1. Description of services billed under the invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

4. City’s Purchase Order Number (if issued)

5. Consultant’s SSN or Taxpayer Identification Number

6. Amount of the Invoice (Itemize all Reimbursable Expenses)

7. Total Billed to Date
C. Items shall be separated into Services and Reimbursable Expenses.

Billings that do not conform to the format outlined above shall be returned to Consultant for correction. City shall not be responsible for delays in payment to Consultant resulting from Consultant’s failure to comply with the invoice format described above.

D. Invoices, account statements and payment inquiries shall be sent to:

[email protected]

5. Accounting Records of Consultant. Consultant shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Consultant’s direct salary costs for all Services and Additional Services performed under this Agreement and records of Consultant’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Consultant shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty four (24) hours’ notice.

The obligations of Consultant under this section shall survive this Agreement.

6. Taxes. Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement-EZ Tree Page 3 of 5 Exhibit B - Compensation

7. Taxpayer Identification Number. Consultant shall provide City with Consultant’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement-EZ Tree Page 4 of 5 Exhibit B - Compensation
Attachment 1 of Exhibit B

DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement-EZ Tree Page 5 of 5 Exhibit B - Compensation
DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement-EZ Tree Page 1 of 3 Exhibit C – Insurance Requirements

EXHIBIT C

INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Consultant, their agents, representatives, or employees or subcontractors.

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:

A. Insurance Services Office form number GL 0002 covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

B. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 any auto and endorsement CA 0025.

C. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

D. Contractors’ Pollution Legal Liability.

2. Minimum Limits of Insurance. Consultant shall maintain limits no less than:

A. General Liability: $2,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

B. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

C. Workers’ Compensation and Employer's Liability: $1,000,000 per accident for bodily injury or disease. If Consultant is not subject to California Workers’ Compensation requirements, Consultant shall file a completed certificate of exemption form which may be obtained from the City prior to commencing any activity authorized hereunder.

DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement-EZ Tree Page 2 of 3 Exhibit C – Insurance Requirements
D. Contractors’ Pollution Legal Liability with limits no less than $1,000,000 per occurrence.

3. Deductible and Self-Insured Retention. Any deductibles or self-insured retention must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City of Vallejo, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4. Other Insurance Provisions. The general liability and automobile liability policies, as can be provided, are to contain, or be endorsed to contain, the following provisions:

A. The City of Vallejo, its officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, officials, employees, agents or volunteers. The insurance is to be issued by companies licensed to do business in the State of California.

B. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City of Vallejo, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City of Vallejo, its officers, officials, employees, agents, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.

C. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers.

D. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

E. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Consultant and Professional Services Agreement-EZ Tree Page 3 of 3 Exhibit C – Insurance Requirements
notice by certified mail, return receipt requested, has been given to the City.

F. The workers’ compensation and employer’s liability policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Consultant’s performance under this Agreement.

5. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

6. Verification of Coverage. Consultant shall furnish the City with certificates of insurance and original endorsements effecting general and automobile liability insurance coverage required by this clause. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences.

7. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

8. Payment Withhold. City will withhold payments to Consultant if the certificates of insurance and endorsements required in Paragraph F, above, are canceled or Consultant otherwise ceases to be insured as required herein.

DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Policy Number: 676 6744-F01-75
6738.1 ADDITIONAL INSURED
This endorsement is a part of your policy. Except for the changes it makes, all other terms of the policy remain the same and apply to this endorsement. It is effective at the same time as your policy unless a different effective date is specified by us in writing.

In consideration of the premium charged for your policy, it is agreed that as of the effective date hereof the policy is amended in the following particulars:
1) It is understood and agreed that this insurance is primary, and any other insurance maintained by the additional insured shall be excess only and not contributing with this insurance.
2) Waiver of Subrogation applies to all policies as required by written contract.

City of Vallejo, Risk Management
555 Santa Clara Street
Vallejo, CA 94590
DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 

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Policy Number: XBS0171428
6738.1 AD

DITIONAL INSURED
This endorsement is a part of your policy. Except for the changes it makes, all other terms of the policy remain the same and apply to this endorsement. It is effective at the same time as your policy unless a different effective date is specified by us in writing.

In consideration of the premium cha rged for your policy, it is agreed that as of the eff ective date hereof the policy is amended in the following particulars:

City of Vallejo, Risk Management
555 Santa Clara Street
Vallejo, CA 94590
1) It is understood and agreed that this insurance is primary, and any other insurance maintained by the additional insured shall be excess only and not contributing with this insurance.
2) Waiver of Subrogation applies to all policies as required by written contract.

DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 Policy Number: MP000400701908109
6738.1 ADDITIONA

L INSURED
This endorsement is a part of your policy. Except for the changes it makes, all other terms of the policy remain the same and apply to this endorsement. It is effective at the same time as your policy unless a different effective date is specified by us in writing.

In consideration of the premium cha rged for your policy, it is agreed that as of the effective date hereof the policy is ame
nded in the following particulars:
1) It is understood and agreed that this insurance is primary, and any other insurance maintained by the additional insured shall be excess only and not contributing with this insurance.
2) Waiver of Subrogation applies to all policies as required by written contract.

City of Vallejo, Risk Management
555 Santa Clara Street
Vallejo, CA 94590
DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 ACORD™ CERTIFICATE OF LIABILITY INSURANCE I

DATE (MM/DD/YYYY)
10/18/2022

PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Crown North Insurance Marketing Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
3741 Railroad Ave. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.

Pittsburg, CA 94565
INSURERS AFFORDING COVERAGE NAIC#
INSURED 1NsuRER A: Mesa Underwriters Specialty Insurance 36838 EZ Tree Inc. 1NsuRrns: Scottsdale Insurance Company
2103 Redwood st STE#20 INSURER C:

Vallejo, CA 94590 INSURER D:

INSURERE :

COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING

ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR

MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

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MP000400701908109 08/15/2022 08/15/2023 PERSONAL & ADV INJURY $ 1,000,000 I-
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XBS0171428 10/27/2023 8/15/2023 $ 8,000,000
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WORKERS COMPENSATION AND I

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ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $
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SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT $
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DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES/ EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS

CERTIFICATE HOLDER
ACORD 25 (2001/08)

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSUR ER WILL ENDEAVOR TO MAIL __ DAYS WRITTEN

NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL

IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES.

AUTHORIZ ED REPRESENTATIVE
City of Vallejo, Risk Management
555 Santa Clara Street
Vallejo, CA 94590
DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

EZTREEI-01 VPAINTER

CERTIFICATE OF LIABILITY INSURANCE
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PER IOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

LTR TYPE OF INSURANCE ADDL
INSD
SUBR

WVD POLICY NUMBER POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY) LIMITS
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $

CLAIMS-MADE OCCUR DAMAGE TO RENTED
PREMISES (Ea occurrence) $
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $

POLICY PRO- LOC JECT
OTHER:

PRODUCTS - COMP/OP AGG $
$

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea accident) $
ANY AUTO BODILY INJURY (Per person) $
OWNED

AUTOS ONLY
HIRED

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SCHEDULED
AUTOS

NON-OWNED

AUTOS ONLY
BODILY INJURY (Per accident) $

PROPERTY DAMAGE
(Per accident) $
$

UMBRELLA LIAB

EXCESS LIAB
OCCUR

CLAIMS-MADE
EACH OCCURRENCE $
AGGREGATE $
DED RETENTION $ $

A WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N

ANY PROPRIETOR/PARTNER/EXECUTIVE
N / A
X OWC1008571 7/1/2022 7/1/2023
X PER

STATUTE
OTH-
ER
E.L. EACH ACCIDENT $ 1,000,000
OFFICER/MEMBER EXCLUDED?
E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under
E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: OPERATIONS OF THE NAMED INSURED AS CERTIFICATE HOLDERS INTEREST MAY APPEAR

CERTIFICATE HOLDER CANCELLATION

DATE (MM/DD/YYYY)
6/29/2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER License # 0C32169
Rancho Mesa Insurance Services, Inc.
250 Riverview Parkway
Santee, CA 92071
CONTACT NAME:

PHONE (619) 937-0164(A/C, No, Ext):

FAX (619) 937-0168(A/C, No):

E-MAIL ADDRESS:

INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A : Southern Insurance Company 19216

INSURED
E Z Tree Inc.
2103 Redwood St. Ste. 200
Vallejo, CA 94590
INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

City of Vallejo, Risk Management
555 Santa Clara Street
V
allejo, CA 94590
DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective
Insured
Insurance Company
7/1/2022
E Z Tree, Inc.

Policy No. OWC1008571 Endorsement No. 0
Southern Insurance Company
Countersigned by
WC 04 03 06
(Ed. 04-84)
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration.

Schedule
Person or Organization Job Description
Any person or organization as required by written contract.

City of Vallejo, Risk Management
555 Santa Clara Street
Vallejo, CA 94590
DocuSign Envelope ID: 887EBA99-8C01-4CD8-A4E0-20373EAC3646

9.D.

DATE: June 25, 2024
TO: Mayor and Members of the City Council
FROM: Jason Ta, Interim Chief of Police
SUBJECT: ADOPT A RESOLUTION APPROVING AN AGREEMENT WITH FLOCK SAFETY FOR CAMERAS IN THE AMOUNT OF $1,492,500 FOR A TERM OF 60-MONTHS AND

AUTHORIZING THE CITY MANAGER TO EXECUTE SAME

RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute an agreement with Flock Safety for the renewal of automated license plate readers (Flock Falcons) and security cameras (Flock Condors) in an amount not to exceed $1,492,500 over a term of 60 months.

REASONS FOR RECOMMENDATION
During the past several years, sworn staffing has continued to decrease. Consequently, retaining technology that has been successful in reducing crime is urgently needed. Flock Safety cameras optimize the department’s limited resources by utilizing advanced technology and efficient investigative techniques. For the aforementioned reasons, the valuable information derived from the cameras justifies the renewal of this contract.

BACKGROUND AND DISCUSSION
The Flock Safety cameras were first implemented in Vallejo during 2020 with an initial installation of 10 Flock ALPR cameras and expanding over the course of 3 years to total 101 Flock ALPR cameras and 15 Flock security cameras. Flock Safety cameras are investigative tools designed to prevent and solve crimes using state-of-the-art technology. The ALPR camera system recognizes temporary plates, no plates, covered plates, state detection and two lanes of traffic. The security cameras provide situational awareness and captures people and objects (i.e. guns). The cameras assist the department in addressing the following concerns:
violent crimes, prostitution, illegal dumping, sideshow enforcement and deterrence, auto theft, and residential and commercial burglary. These cameras are not designed to be traffic enforcement cameras and not used by the department for traffic enforcement measures.

To date, the ALPR cameras have been successful in locating and apprehending stolen vehicles and criminal offenders. Department data shows that these offenders were also committing other crimes such as: weapons possession, drug possession, probation violations, and subjects with outstanding warrants. The technology provides invaluable leads for detectives during follow-up investigations. The ability to track the whereabouts of wanted subjects associated to wanted vehicles has also increased apprehensions and increased officer-safety during arrest operations. The cameras have also been beneficial in both real-time and post-event applications. For example, the security camera located at Sonoma Boulevard and Lemon Street is regularly used to monitor critical events such as sideshows in real-time.

As directed by council, the Surveillance Advisor Board (SAB) will receive an efficacy presentation on June

20. The SAB is tasked with providing a recommendation to the City Council on whether the City should continue to use this technology.

The renewal contract for the existing 116 devices is $298,500 annually. Currently, Flock Safety expenses are

Date: June 25, 2024
Subject: ADOPT A RESOLUTION APPROVING AN AGREEMENT WITH FLOCK SAFETY FOR CAMERAS IN THE AMOUNT OF $1,492,500 FOR A TERM OF 60-MONTHS AND

AUTHORIZING THE CITY MANAGER TO EXECUTE SAME

paid using the California Supplemental Law Enforcement Special Account Funding (SLESA). The budgeted monies available from SLESA annually are insufficient to cover this on-going annual cost over the term of the contract. Historically, SLESA funding had been primarily used to pay for training and equipment, which are not covered by other funding sources. SLESA funds are also used to test/pilot new technology such as body-worn cameras and in-car cameras, which once proven to be successful are transitioned to the Police Department’s General Fund budget. Critical training, equipment needs, and new technology pilot programs cannot be addressed using SLESA monies if all the funds are dedicated to Flock Safety.

FISCAL IMPACT
The fiscal impact of the Flock Safety camera program is $298,500 annually for 5 years. Staff recommends funding for year 1 of the contract continue to be allocated through the department’s SLESA (Fund#151) funds.

Additionally, the 2005-1B Mare Island CFD (Fund#114) will continue to fund 10 residential cameras.

Staff is currently exploring various state and federal funding options for out years including proposing this project to the Measure P Oversight Committee and/or the General Fund utilizing salary savings via freezing a Police Officer position (FTE).

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. Flock Safety Resolution CAO Stamp

2. MSA - CA - Vallejo PD - Law Enforcement Agreement CAO Stamp

3. CA - Vallejo PD - Law Enforcement Agreement CAO Stamp

CONTACT
Jason Ta, Interim Chief of Police (707) 648-4540
[email protected]

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING

AN AGREEMENT WITH FLOCK SAFETY FOR CAMERAS IN AN AMOUNT NOT TO EXCEED $1,492,500 FOR A TERM OF 60-MONTHS AND AUTHORIZING THE CITY

MANAGER TO EXECUTE THE SAME
WHEREAS, Flock Safety cameras were first implemented in Vallejo during 2020 with an initial installation of 10 Flock automated license plate reader (ALPR) cameras and expanding over the course of 3 years to total 101 Flock ALPR cameras and 15 Flock security cameras; and
WHEREAS, Flock Safety cameras are investigative tools designed to prevent and solve crimes using state-of-the-art technology; and
WHEREAS, During the past several years, sworn staffing has continued to decrease and retaining technology that has been successful in reducing crime is urgently needed.

NOW, THEREFORE BE IT RESOLVED that the Master Services Agreement with Flock Safety in an amount not to exceed $1,492,500, is hereby approved, and the City Manager is authorized to execute the same.

AYES:

NOES:

ABSENT:

ABSTAIN:
_____________________________________
ROBERT H. McCONNELL, MAYOR
ATTEST:
_____________________________________
DAWN G. ABRAHAMSON, CITY CLERK
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 03 day of April 2024. 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.

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 cross- referenced 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 accessing or using 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 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 in the course of and 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.

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 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, non- transferable, 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) to comply with applicable law.

Parties understand that such upgrades are necessary from time to time and 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 believe 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 (“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 time will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day) and Customer shall receive a credit for each day of Service Interruption. 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 provision, 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 tolled by the duration of the Service Suspension.

2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other 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.

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

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 otherwise distribute Customer Data to any person or entity not specifically authorized by Customer to have 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 whatever legally cognizable right, title, and interest 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 shall not sell or otherwise distribute Customer Generated Data to any person or entity not specifically authorized by Customer to have 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 non- identifiable 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 otherwise distribute Anonymized Data to any person or entity not specifically authorized to have Anonymized Data. Flock shall, to the fullest extent permitted by law, indemnify and hold Customer harmless, including the costs of defense with an attorney approved by Customer (such approval not to be unreasonably withheld) for any resulting liability arising from the negligent or willful failure by Flock to anonymize Customer Data and Customer Generated Data as set forth in this section 4.3.

5. CONFIDENTIALITY; DISCLOSURES

5.1 Confidentiality. To the extent required by any applicable public records requests, each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “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. 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. 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 Proprietary Information that is a trade secret shall continue in perpetuity or until such information is no longer a trade secret.

Notwithstanding anything to the contrary in this section 5.1, the Parties recognize that Customer is obligated to comply with the California Public Records Act and that said compliance will not be deemed a breach of this Agreement.

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 transfer, convey, pledge as security, or otherwise encumber, Customer’s rights. There are no implied rights.

5.3 Disclosure of Footage. Subject to and during the Retention Period, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith 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. Flock shall, to the fullest extent permitted by law, indemnify and hold Customer harmless for any such disclosure by Flock that is negligent or willful and for the wrongful disclosure or use of the footage arising from such disclosure. Flock shall pay all damages, costs and attorney fees of Customer for any action of any kind against Customer related to or arising from Flock’s negligent or wrongful disclosure of any such footage.

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.

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”) .

7.2 Termination. After the expiration of the initial term, either party may terminate this agreement with 60-days’ notice to the non-terminating party. Upon termination or expiration of this Agreement after the initial term, 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, 11.1 and

11.6. 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, 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 lost, damaged, or stolen Flock Hardware, Customer understands and agrees that (1) Flock Services will be materially affected, and (2) that 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

LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS DISCLAIMER ONLY

APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 11.6.

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 POLICY LIMITS OF FLOCKS INSURANCE AS SET FORTH IN EXHIBIT

B WHETHER OR NOT THOSE POLICIES ARE IN EFFECT, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS LIMITATION OF LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT

ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN SECTION

11.6. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING

LIMITATIONS OF LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF GROSS

NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) INDEMNIFICATION OBLIGATIONS. THIS SECTION 9.1 SHALL NOT LIMIT FLOCK’S LIABILITY AS TO ANY THIRD PARTY THAT IS NOT A PARTY TO THIS AGREEMENT.

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 and employees, from liability of any kind, including claims, costs (including defense) and expenses, on account 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 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. Flock agrees to comply with all applicable California state laws related to the payment of prevailing wage to employees installing the Flock Equipment.

10.2 Installation Indemnification. Flock shall, to the fullest extent permitted by law, indemnify and hold harmless the City, its employees, its agents, its attorneys and consultants for all acts or omissions by any Flock employee, contractor or subcontractor committed during the installation or removal of any Flock equipment. Said indemnification shall, for the term of this Agreement, extend to any dangerous condition of public property created or caused by any Flock employee, contractor or subcontractor. Said indemnification shall include the costs of defense, including, but not limited to, attorney fees, expert fees and court costs. The City’s negligent or willful acts are excluded from this indemnification.

10.3 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.

10.4 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent requested changes to the Deployment Plan, including, but not limited to, relocating, re- positioning, 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.

10.5 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 install the Flock Hardware at the designated locations and to make any necessary inspections or maintenance in connection with such installation.

10.6 Flock’s Obligations. 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 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 consent. 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 future purchase order is subject to these legal terms and does not alter the rights and obligations under this Agreement, except that future purchase orders may outline additional products, services, quantities and billing terms to be mutually accepted by Parties. 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.

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 chosen courts of the State of which the Customer is located. 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 Cus tomer’s prior writt en 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 Customer 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, 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 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.

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 Morality. In the event Customer or its agents become the subject of an indictment, contempt, scandal, crime of moral turpitude or similar event that would negatively impact or tarnish Flock’s reputation, Flock shall have the option to terminate this Agreement upon 60 days prior written notice to Customer.

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 to the address listed on the Order Form (or, if different, below), if sent by certified or registered mail, return receipt requested.

11.16 Non-Appropriation. Notwithstanding any other provision of this Agreement, all obligations of the Customer under this Agreement which require the expenditure of funds are conditioned on the availability of funds appropriated for that purpose. Customer shall have the right to terminate this Agreement for non appropriation with thirty (30) days written notice without penalty or other cost.

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:

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. Flock shall procure and shall maintain during the life of this Agreement Worker's Compensation insurance as required by applicable State law for all Flock employees.

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).

Flock Safety + CA - Vallejo PD
______________

Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
______________

MAIN CONTACT:

Graham Carter
[email protected]
(415) 329-1307

Company Overview

At Flock Safety, technology unites law enforcement and the communities they serve to eliminate crime and shape a safer future, together. We created the first public safety operating system to enable neighborhoods, schools, businesses, and law enforcement to work together to collect visual, audio, and situational evidence across an entire city to solve and prevent crime.

Our connected platform, comprised of License Plate Recognition (LPR), live video, audio detection, and a suite of integrations (AVL, CAD & more), alerts law enforcement when an incident occurs and turns unbiased data into objective answers that increase case clearance, maximize resources, and reduce crime -- all without compromising transparency or human privacy.

Join thousands of agencies reducing crime with Flock Safety’s public safety operating system

2000+ 120 1B+ <60%*
communities with private-
public partnerships
incident alerts / minute 1B+ vehicles detected /
month
<60% local crime reduction
in Flock cities

*According to a 2019 study conducted by Cobb County Police Department

Introduction

Layer Intelligence to Solve More Crime

The pathway to a safer future looks different for every community. As such, this proposal presents a combination of products that specifically addresses your public safety needs, geographical layout, sworn officer count, and budget. These components make up your custom public safety operating system, a connected device network and software platform designed to transform real-time data into a panoramic view of your jurisdiction and help you zero in on the leads that solve more cases, prevent future crimes, and foster trust in the communities you serve.

Software Platform
Flock Safety's out-of-box software platform collects and makes sense of visual, audio, and situational evidence across your entire network of devices.

Out-of-Box Software Features
Simplified Search Get a complete view of all activity tied to one vehicle in your network of privately and publicly owned cameras.

The user-friendly search experience allows officers to filter hours of footage in seconds based on time, location, and detailed vehicle criteria using patented Vehicle Fingerprint ™ technology. Search filters include:

● Vehicle make
● Body type
● Color
● License plates
○ Partial tags
○ Missing tags
○ Temporary tags
○ State recognition
● Decals
● Bumper stickers
● Back racks
● Top racks
National and Local Sharing

Access 1B+ additional plate reads each month without
purchasing more cameras. Solve cross-jurisdiction crimes by opting into Flock Safety's sharing networks, including one-to- one, national, and statewide search networks. Users can also receive alerts from several external LPR databases:

California SVS
FDLE
FL Expired Licenses
FL Expired Tags
FL Sanctioned Drivers
FL Sex Offenders
Georgia DOR
IL SOS
Illinois Leads
NCIC
NCMEC Amber Alert
REJIS
CCIC
FBI
Real-time Alerts Receive SMS, email, and in-app notifications for custom Hot Lists, NCIC wanted lists, AMBER alerts, Silver alerts, Vehicle Fingerprint matches, and more.

Interactive ESRI Map View your AVL, CAD, traffic, and LPR alerts alongside live on- scene video from a single interactive map for a birdseye view of activity in your jurisdiction.

Vehicle Location Analysis

Visualize sequential Hot List alerts and the direction of travel to guide officers to find suspect vehicles faster.

Out-of-Box Software Features (Continued)
Transparency Portal Establish community trust with a public-facing dashboard that shares policies, usage, and public safety outcomes related to your policing technology.

Insights Dashboard

Access at-a-glance reporting to easily prove ROI, discover crime and traffic patterns and prioritize changes to your public safety strategy by using data to determine the most significant impact.

Native MDT Application

Download FlockOS to your MDTs to ensure officers never
miss a Hot List alert while out on patrol.

Hot List Attachments
Attach relevant information to Custom Hot List alerts. Give simple, digestible context to Dispatchers and Patrol Officers responding to Hot List alerts so they can act confidently and drive better outcomes. When you create a custom Hot List Alert, add case notes, photos, reports, and other relevant case information.

Single Sign On (SSO) Increase your login speed and information security with Okta or Azure Single Sign On (SSO). Quickly access critical
information you need to do your job by eliminating the need for password resets and steps in the log-in process.

License Plate Recognition
The Flock Safety Falcon® LPR camera uses Vehicle Fingerprint™ technology to transform hours of footage into actionable evidence, even when a license plate isn't visible, and sends Hot List alerts to law enforcement users when a suspect vehicle is detected. The Falcon has fixed and location-flexible deployment options with 30% more accurate reads than leading LPR.*

*Results from the 2019 side-by-side comparison test conducted by LA County Sheriff's Department

Flock Safety Falcon®LPR Camera Flock Safety Falcon® Flex Flock Safety Falcon® LR Fixed, infrastructure-free LPR camera
designed for permanent placement.

√ 1 Standard LPR Camera
√ Unlimited LTE data service + Flock OS
platform licenses
√ 1 DOT breakaway pole
√ Dual solar panels
√ Permitting, installation, and ongoing
maintenance
Location-flexible LPR camera designed
for fast, easy self-installation, which is
ideal for your ever-changing
investigative needs.
√ 1 LPR Camera
√ Unlimited LTE data service + software
licenses
√ 1 portable mount with varying-sized
band clamps
√ 1 Charger for internal battery
√ 1 hardshell carrying case
Long-range, high-speed LPR camera
that captures license plates and Vehicle
Fingerprint data for increasing
investigative leads on high-volume
roadways like highways and interstates.

√ 1 Long-Rage LPR Camera
√ Computing device in protective poly
case
√ AC Power
√ Permitting, installation, and ongoing
maintenance

Video

Dramatically increase the effectiveness of your investment in vehicle recognition by layering live video. Live video streaming and retention provide officers more context before arriving on the scene of an incident (i.e., enhanced situational awareness) and more substantial evidence during post-incident case resolution, promoting safety and crime reduction.

Display live video streams, retain video footage, and sift through video footage from third-party and Flock Safety video cameras.

Flock Safety Wing™ Integration Flock Safety Condor™ Video Integrate third-party live video streams to bolster LPR effectiveness with situational awareness. Build better cases with a built-in video management system (VMS). Collect and manage video evidence with 7-day footage retention, instant replay, and downloadable MP4 evidence.

Access real-time and recorded video with a video-as-a-
service subscription. Respond to incidents more confidently and solve more crime without managing hardware
procurement, installation, or infrastructure and IT
maintenance.

Your Flock Safety Team
Flock Safety is more than a technology vendor; we are a partner in your mission to build a safer future. We work with thousands of law enforcement agencies across the US to build stronger, safer communities that celebrate the hard work of those who serve and protect. We don’t disappear after contracts are signed; we pride ourselves on becoming an extension of your hard-working team as part of our subscription service.

Implementation Meet with a Solutions Consultant (former LEO) to build a deployment plan based on your needs. Our Permitting Team and Installation Technicians will work to get your device network approved, installed, and activated.

User Training + Support Your designated Customer Success Manager will help train your power users and ensure you maximize the platform,
while our customer support team will assist with needs as they arise.

Maintenance We proactively monitor the health of your device network. If we detect that a device is offline, a full-time technician will service your device for no extra charge.

Note: Ongoing maintenance does not apply to Falcon Flex devices.

Public Relations Government Affairs

Get support educating your stakeholders, including city councils and other governing bodies.

Media Relations

Share crimes solved in the local media with the help of our Public Relations team.

EXHIBIT A

ORDER FORM

Customer: CA - Vallejo PD Initial Term: 60 Months
Legal Entity Name: CA - Vallejo PD Renewal Term: 24 Months Accounts Payable Email: [email protected] Payment Terms: Net 30 Address: 111 Amador Street Vallejo, California 94590 Billing Frequency: Annual - First Year at Signing.

Retention Period: 30 Days

Hardware and Software Products
Annual recurring amounts over subscription term

Item Cost Quantity Total
Flock Safety Platform $298,500.00
Flock Safety Flock OS
FlockOS ™ - Essentials Included 1 Included
Flock Safety LPR Products
Flock Safety Falcon ® Included 99 Included
Flock Safety Falcon ® Flex Included 2 Included
Flock Safety Video Products
Flock Safety Condor ™ PTZ w/ LTE Service Included 15 Included

Professional Services and One Time Purchases

Item Cost Quantity Total
One Time Fees

Subtotal Year 1: $298,500.00
Annual Recurring Subtotal: $298,500.00
Discounts: $252,500.00
Estimated Tax: $0.00
Contract Total: $1,492,500.00

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.

Billing Schedule

Billing Schedule Amount (USD)
Year 1
At Contract Signing $298,500.00
Annual Recurring after Year 1 $298,500.00
Contract Total $1,492,500.00
*Tax not included
Discounts

Discounts Applied Amount (USD)
Flock Safety Platform $252,500.00
Flock Safety Add-ons $0.00
Flock Safety Professional Services $0.00
Product and Services Description

Flock Safety Platform Items Product Description Terms
FlockOS™ Flock Safety’s situational awareness operating system.

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.

Flock Safety Falcon® Flex
An infrastructure-free, location-flexible license plate reader camera that enables the Customer to self-install.

The Term shall commence upon execution of this Statement of Work.

Flock Safety Condor™
Flock’s pan, tilt, zoom (PTZ) or fixed cameras which capture video footage with the option to stream live video, capture and view video recordings, and upload videos.

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.

FlockOS Features & Description
FlockOS Features Description
Community Network Access Access to all privately owned Flock devices within your jurisdiction that have been shared with you.

Unlimited Users Unlimited users for FlockOS
State Network (License Plate Lookup Only) Allows agencies to look up license plates on all cameras opted in to the statewide Flock network.

Nationwide Network (License Plate Lookup Only) Allows agencies to look up license plates on all cameras opted in to the nationwide Flock network.

Law Enforcement Network Access Access to all Flock devices owned by law enforcement that have been directly shared with you. Have ability to search by vehicle fingerprint, receive hot list alerts, and view devices on the map.

Time & Location Based Search Search full, partial, and temporary plates by time at particular device locations License Plate Lookup Look up specific license plate location history captured on Flock devices Vehicle Fingerprint Search Search footage using Vehicle Fingerprint™ technology. Access vehicle type, make, color, license plate state, missing / covered plates, and other unique features like bumper stickers, decals, and roof racks.

Insights & Analytics Reporting tool to help administrators manage their LPR program with device performance data, user and network audits, plate read reports, hot list alert reports, event logs, and outcome reports.

ESRI Based Map Interface
Flock Safety’s maps are powered by ESRI, which offers the ability for 3D visualization, viewing of floor plans, and layering of external GIS data, such as City infrastructure (i.e., public facilities, transit systems, utilities), Boundary mapping (i.e., precincts, county lines, beat maps), and Interior floor plans (i.e., hospitals, corporate campuses, universities)
Real-Time NCIC Alerts on Flock ALPR Cameras Alert sent when a vehicle entered into the NCIC crime database passes by a Flock camera Unlimited Custom Hot Lists Ability to add a suspect’s license plate to a custom list and get alerted when it passes by a Flock camera

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: CA - Vallejo PD

By:
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Title:
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PO Number:

INFORMATIONAL ITEM 10.A.

DATE: June 25, 2024
TO: Mayor and Members of the City Council
FROM: Jason Ta, Interim Chief of Police
SUBJECT: RECEIVE AN UPDATE ON THE DECLARATION OF A STATE AND LOCAL

EMERGENCY RELATED TO PUBLIC SAFETY STAFFING

RECOMMENDATION
Receive an update on the public safety staffing emergency proclamation. This item is for informational purposes only. There is no staff report or action associated with this item.

REASONS FOR RECOMMENDATION

BACKGROUND AND DISCUSSION

FISCAL IMPACT

ENVIRONMENTAL REVIEW

ATTACHMENTS
None

CONTACT
Jason Ta, Interim Police Chief (707) 648-4540
[email protected]