HomeMy WebLinkAboutFlock Group, Inc 4/14/2025
Flock Safety + WA - Everett PD
______________
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
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MAIN CONTACT:
Garret Thomson
garret.thomson@flocksafety.com
3603207063
EXHIBIT A-1
ORDER FORM
This order form (“Order Form”) hereby incorporates and includes the terms of the previously executed agreement (the “Terms”) which describe and
set forth the general legal terms governing the relationship (collectively, the "Agreement" ). The Terms contain, among other things, warranty
disclaimers, liability limitations and use limitations.
This additional services Agreement will be effective when this Order Form is executed by both Parties (the “Effective Date”)
Customer: City of Everett Police Department Initial Term: 24 Months
Legal Entity Name: City of Everett, a Washington municipal
corporation
Renewal Term: 12 Months
Accounts Payable Email: Payment Terms: Net 30
Address: 3002 Wetmore Ave Everett, Washington
98201
Billing Frequency: Annual - First Year at Opt-Out.
Retention Period: 30 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Item Cost Quantity Total
Flock Safety Platform $457,133.00
Flock Safety Drone Hardware and Services
Flock Safety DFR 2.0 - 400ft Included 1 Included
Flock Safety DFR 2.0 - 400ft Included 1 Included
Flock Safety DFR 2.0 - 200ft Included 1 Included
Flock Safety DFR 2.0 - 200ft Included 1 Included
Professional Services and One Time Purchases
Item Cost Quantity Total
One Time Fees
Subtotal Year 1: $50,000.00
Annual Recurring Subtotal: $457,133.00
Discounts: $407,133.00
Estimated Tax: $50,206.17
Contract Total: $507,133.00
Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This Order Form will automatically renew for
successive renewal terms of the greater of one year or the length set forth on this Order Form (each, a “Renewal Term”) unless either Party gives the other
Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
The Term for Flock Hardware under this Order Form shall commence upon first installation and validation, except that the Term for any Flock Hardware
that requires self- installation shall commence upon execution of this Order Form. In the event a Customer purchases more than one type of Flock
Hardware, the earliest Term start date shall control. In the event a Customer purchases software only, the Term shall commence upon execution of this
Order Form .
Opt Out Period - Customer will have a 365 day opt-out period (“Opt-Out Period”) after Effective Date to terminate this Agreement (DFR Flock Safety
DFR 2.0) without penalty or fees. After the Opt-Out Period, Customer may not terminate the Agreement, except as provided herein, and Customer will pay
any invoice(s) for the remainder of the Term within Net 30 days from the date of invoice.
Billing Schedule
Billing Schedule Amount (USD)
Year 1
At Contract Signing $50,000.00
Annual Recurring after Year 1 $457,133.00
Contract Total (Months 1-24) $507,133.00
*Tax not included
Discounts
Discounts Applied Amount (USD)
Flock Safety Platform $0.00
Flock Safety Add-ons $0.00
Flock Safety Professional Services $0.00
Product and Services Description
Flock Safety Platform Items Product Description
Flock Safety DFR 2.0 - 400ft
Drone as First Responder (DFR) 2.0 system, including hardware, software, and services. Hardware includes drone, camera, batteries, battery-
swapping dock, and radar unit. Software includes remote piloting, air traffic awareness, spectator view, mobile app, and community engagement
dashboard. Services include FAA regulatory services, SOP development, training, and ongoing support as described in the attached Addendum and
the attached Schedule A.
Flock Safety DFR 2.0 - 200ft
Drone as First Responder (DFR) 2.0 system, including hardware, software, and services. Hardware includes drone, camera, batteries, battery-
swapping dock, 200ft ceiling with ADS-B. Software includes remote piloting, air traffic awareness, spectator view, mobile app, and community
engagement dashboard. Services include FAA regulatory services, SOP development, training, and ongoing support as described in the attached
Addendum and the attached Schedule A
FlockOS Features & Description
FlockOS Features Description
PRODUCT ADDENDUM
UNMANNED AIR SUPPORT AS A SERVICE (UASaaS) PROGRAM
FOR DRONE RESPONSE SERVICES
WHEREAS, Customer has determined that it is in the interests of public safety for it to have the ability to
utilize unmanned drones during crisis incidents, public emergencies, and in certain public safety operations, to the
extent permitted by law;
WHEREAS, Flock is in the business of providing unmanned drone services (the unmanned drone services
shall be considered part of the “Flock Services”) and Flock Hardware;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Customer and Flock agree as follows:
1. UNMANNED AIR SUPPORT GENERAL TERMS OF DELIVERY
1.1 Flock Services and Hardware. Flock shall provide access to Customer the Flock Services
and related Flock Hardware (the “Flock Hardware”) listed on the Order Form upon the terms and conditions set forth
in the parties’ Master Services Agreement. Flock maintains ownership of all the Flock Hardware. Each year Flock will
provide customer sufficient batteries to maintain constant useability of the Flock Hardware under normal operating
conditions. Customer may place an order for additional Flock Hardware (e.g., batteries prior to 500 complete charging
cycles, hardware damaged due to Customer’s error, additional spares, etc.) at Flock’s then current list price, which will
be made available to Customer upon request.
1.2 FAA Regulatory Waivers. Flock will assist Customer in acquiring any required Federal
Aviation Administration (“FAA”) regulatory waivers.
1.3 Delivery. Flock shall make the Flock Hardware available to Customer at Customer’s delivery address set forth
in the Order Form (“Delivery Point”). If for any reason Customer fails to accept delivery of the Flock Hardware by the
date fixed pursuant to Flock's notice stating that the Flock Hardware is available at the Delivery Point: (i) Customer
shall bear the risk of loss to the Flock Hardware; (ii) the Flock Hardware shall be deemed to have been delivered; and
(iii) Flock, at its option, may store the Flock Hardware until collected by Customer, whereupon Customer shall be liable
for all related costs and expenses (including, without limitation, storage and insurance). Once the Flock Hardware is
made available as the Delivery Point, Customer is responsible for any resulting use of the Flock Hardware by all
Authorized Users and all third-parties who may gain access to the same.
1.4 Pilot Services. Upon Customer’s request, Flock will make available an employee or independent contractor
pilot (each a “Pilot”) to Customer for purposes of operating the Flock Hardware (hereafter the “Pilot Services”), which
is already included in the pricing set forth in the Order Form. The Pilot Services shall be considered part of the Flock
Services. When operating the Flock Hardware, the Pilot shall comply with the reasonable requests of Customer. Such
Pilot Services may be used for up to forty (40) hours per week during the Term. Customer’s use of the Pilot Services
shall not alleviate any of Customer’s obligations set forth herein. Customer shall provide Pilots with a safe working
environment when on Customer’s premises.
2. LOSS AND DAMAGE OF FLOCK HARDWARE
2.1 Customer assumes and shall bear the entire risk of loss, damage to, theft or destruction of,
all Flock Hardware. LOSS OR DAMAGE TO THE FLOCK HARDWARE, OR ANY PART OF IT, SHALL NOT
RELIEVE CUSTOMER OF ANY OBLIGATION UNDER THE AGREEMENT. Customer’s obligations with respect
to this Section shall commence upon delivery of the Flock Hardware.
2.2 Customer agrees to immediately notify Flock of any accident or event of loss or damage
involving the Flock Hardware. The notification shall include any information as may be pertinent to Flock's
investigation of such accident, loss, or damage, or which Flock may reasonably require.
3. FEES. The Order Form contains all-inclusive pricing for the Flock Hardware, software, personnel,
and Flock Services and the entire Flock Services corresponding fees. Customer shall pay the Fees as described on the
Order Form.
4. TERM. The term of this Agreement commences on the Effective Date of this Agreement and
continues until terminated as provided under this Agreement (the “Term”). Each Order Form shall commence and
expire and/or terminate according to the terms set forth in such Order Form. On expiration or termination of the
Agreement, all licenses provided hereunder by Flock shall immediately expire.
5. FLOCK DRONE IP. Customer Data does not include, and Flock Drone IP (defined herein)
expressly includes, any data to the extent processed by, resulting as an output of, or based on the usage of, the Flock
Services, Flock Hardware, including, without limitation, data collected by Flock’s radar and radio frequency sensors.
Such Flock Drone IP shall be Flock’s Confidential Information. Flock shall own all rights to (i) any data input into
the Flock Services, Flock Hardware by or on behalf of Flock (not including any Customer Data) and (ii) any
aggregated and anonymized data extracted or derived from the Flock Services, or use of the Flock Hardware,
including all aggregated and anonymized usage data, statistical data, transactional data, metadata, market data, flight
logs and flight history, telemetry data and logs, fleet information including drone serial numbers and models,
connected device information including radar data concerning the surrounding airspace, and other aggregated and
anonymized data collected from user data and files (collectively, “Flock Drone IP”). Without limiting the generality
of the foregoing, Flock reserves the right to create and market public indexes, analysis or insights created from such
data. Customer agrees that it will not share, sell, transfer, or make available any data generated by the Flock
Hardware, including all Flock Drone IP to which it may have access, to any third party without the prior express
written consent of Flock
SCHEDULE A
SERVICES
Flock makes no warranties regarding the efficacy of the training detailed below. The training described below is fully
included in the pricing contained in the Order Form.
1. AIRWORTHINESS TRAINING
Flock will make commercially reasonable efforts to provide training for the Customer to maintain the airworthiness of
its drones, including compliance-related trainings.
Customer shall be responsible for ensuring that all crew, including pilot in command, visual observer, sensor or payload
operator, or other persons necessary for the safe operation of the flight have the qualifications, experience, licenses,
and certificates required by applicable FAA regulations and that all have the necessary skill required to perform their
duties. After completion of training, Customer will be responsible for maintaining the airworthiness of drones to which
Customer is responsible and the ensuring that the respective operations are in line with all applicable laws and
regulations.
The training will be conducted via both online and in-person methods, as agreed upon by both parties. The frequency
and duration of training will be mutually decided and scheduled to the convenience of the Customer.
2. FLIGHT TRAINING
Flock will assist the Customer in obtaining FAA BVLOS waivers and train the Customer on compliance matters related
to such waivers. Flock will start with one deployment location at a time, and work up to the agreed upon number of
deployment locations for all UAS. As part of the BVLOS process, Flock will provide training materials to the Customer
to certify all employees of the Customers selected as Visual Observers (“VOs”) to help aid in BVLOS operations.
Flock will provide training to officers on how to utilize the Flock IP. This will consist of:
● Showing how to access Flock on their respective internet devices
● Showing how to view a live stream through the application
● Showing how to control the drone using the application
● Showing how to report problems if they come across them on the application
The training will be conducted via both online and in-person methods, as agreed upon by both parties. The frequency
and duration of training will be mutually decided and scheduled to the convenience of the Customer.
3. FLOCK HARDWARE TRAINING
There will also be training for the Customer to use the Flock Hardware. This training will consist of:
● Discussing maintenance list for the drone, and how to maintain airworthiness
● Teaching how to fly the drone autonomously using the Flock IP
● Teaching how to fly the drone manually using the remote controller
The training will be conducted via both online and in-person methods, as agreed upon by both parties. The frequency
and duration of training will be mutually decided and scheduled to the convenience of the Customer.
4. DEPLOYMENT SUPPORT
Flock will teach the Customer how to dispatch the Flock Hardware using the software for 911 calls.
Only personnel authorized by Customer may have access to the livestream from the drone. They will also be taught on
how to use Flock’s software to view said stream on any internet-connected device.
Authorized personnel may have access to the Flock IP, which can convey the current status of the drone, and how to
tell the drone to conduct additional maneuvers if needed.
All operations must be conducted by a Pilot in Command (“PIC”), who is an FAA-certified pilot. Customer will provide
the PICs needed to sustain this program.
Flock will assist in drafting a Standard Operating Procedure (“SOP”) as well as department policies regarding access,
deployments, privacy, and community engagement.
Flock will ensure correct implementation of each Flock station and its included Flock Hardware which may or may not
include the aircraft, on-prem servers, charging dock installations, radars, and more.
SCHEDULE B
SPECIFICATIONS
Customer must abide by the following standards:
Operational:
● Per FAA regulations, and without the necessary waiver, a minimum of one pilot is required to operate each
drone.
● Work with Flock to get BVLOS waivers for the city to fully use Flock’s product and services.
● Train members of the city to be VOs so that the Customer can have FAA-compliant and safe BVLOS
operations (Flock will provide training material if needed).
● If Customer wants to connect Flock’s software to their Computer Aided Dispatch (“CAD”) system, Customer
will provide access to said CAD system at no cost to Flock to location information and other pertinent
information about calls-for-service as they are placed.
● Flock will provide their Flock software interface to command the Flock Hardware. Customer must
independently access and store any personal information about calls-for-services other than their location and
the type of response (police, fire, or EMS) they prompted.
Customer shall be responsible to integrate with CAD software to pull location information and call type information
of every call-for-service that the Customer decides the drone should be deployed to, so long as there are no monetary
charges to Flock for said integration.
By executing this Order Form, Customer represents and warrants that it has read and agrees all of the terms and
conditions the parties’ Master Services Agreement dated June 6, 2024.
The Parties have executed this ORDER FORM A-1 as of the dates set forth below.
FLOCK GROUP, INC. Customer: City of Everett, a Washington municipal corporation
By: \FSSignature2\ By: \FSSignature1\
Name: \Mark Smith Name: Cassie Franklin
Title: General Counsel Title: Mayor
Date: \FSDateSigned2\ Date: \FSDateSigned1\
PO Number:
Mark Smith
04/13/2025 04/14/2025
2024-092 Flock Safety DFR Contract Award_SD
Final Audit Report 2025-04-14
Created:2025-04-10
By:Ashleigh Scott (AScott@everettwa.gov)
Status:Signed
Transaction ID:CBJCHBCAABAAHUXDtGV8mBpEuZFBzCLjNzy2s7XbaGV0
"2024-092 Flock Safety DFR Contract Award_SD" History
Document created by Ashleigh Scott (AScott@everettwa.gov)
2025-04-10 - 4:35:45 PM GMT
Document emailed to Theresa Bauccio (TBauccio@everettwa.gov) for approval
2025-04-10 - 4:36:36 PM GMT
Email viewed by Theresa Bauccio (TBauccio@everettwa.gov)
2025-04-10 - 7:57:51 PM GMT
Document approved by Theresa Bauccio (TBauccio@everettwa.gov)
Approval Date: 2025-04-10 - 7:57:59 PM GMT - Time Source: server
Document emailed to Mark Smith (mark.smith@flocksafety.com) for signature
2025-04-10 - 7:58:01 PM GMT
Email viewed by Mark Smith (mark.smith@flocksafety.com)
2025-04-13 - 7:44:22 AM GMT
Document e-signed by Mark Smith (mark.smith@flocksafety.com)
Signature Date: 2025-04-13 - 5:53:44 PM GMT - Time Source: server
Document emailed to Tim Benedict (TBenedict@everettwa.gov) for approval
2025-04-13 - 5:53:45 PM GMT
Email viewed by Tim Benedict (TBenedict@everettwa.gov)
2025-04-14 - 2:54:19 PM GMT
Document approved by Tim Benedict (TBenedict@everettwa.gov)
Approval Date: 2025-04-14 - 2:54:47 PM GMT - Time Source: server
Document emailed to Cassie Franklin (cfranklin@everettwa.gov) for signature
2025-04-14 - 2:54:49 PM GMT
Email viewed by Cassie Franklin (cfranklin@everettwa.gov)
2025-04-14 - 3:00:15 PM GMT
Document e-signed by Cassie Franklin (cfranklin@everettwa.gov)
Signature Date: 2025-04-14 - 3:00:22 PM GMT - Time Source: server
Document emailed to Ashleigh Scott (AScott@everettwa.gov) for approval
2025-04-14 - 3:00:24 PM GMT
Document approved by Ashleigh Scott (AScott@everettwa.gov)
Approval Date: 2025-04-14 - 4:12:46 PM GMT - Time Source: server
Agreement completed.
2025-04-14 - 4:12:46 PM GMT