Re: Contract - proposed changes

File: Re_ Contract - proposed changes.pdf Request: PR-2025-159 Sent: 2023-08-25 00:00:00 +0000 UTC Type: document Size: 10149 KB

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8/25/2023 8:36:27 AM Sent: From: Jake Sherman <jake.sherman@flocksafety.com To: “Irma” Cc: “Mark” , “John” Bcc: Importance: Normal Subject: Re: Contract - proposed changes Attachments: Action_Required__CA_-Benicia_PD-_Law_Enfor.pdf

Irma, please see attached. Thank you! On Fri, Aug 25, 2023 at 8:27 AM Jake Sherman <jake.sherman@flocksafety.com> wrote: Hi Irma, I will push the contract through for signature by our legal team and send it back to you. Please stand by. Thank you, On Fri, Aug 25, 2023 at 6:55 AM Irma Widjojo <IWidjojo@ci.benicia.ca.us> wrote: Hi Jake, I just wanted to make sure you got my email yesterday since I need to update the City Managers Office. I’m also cc-ing John here in case you’re unavailable. Thanks, Irma Irma Widjojo Management Analyst/Public Information Officer Benicia Police Department 200 East L Street Benicia, CA 94510 (707)746-4263

On Aug 24, 2023, at 3:48 PM, Irma Widjojo <IWidjojo@ci.benicia.ca.us> wrote: Hi Jake, Can you get this signed by Flock? The city needs it to be signed before it goes to the council? Time is of the essence so ASAP would be great. Thank you!!! Thanks, Irma Irma Widjojo Management Analyst/Public Information Officer Benicia Police Department 200 East L Street Benicia, CA 94510 (707)746-4263 On Aug 16, 2023, at 1:19 PM, Jake Sherman <jake.sherman@flocksafety.com> wrote:

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Irma, please see the updated agreement attached. Let me know if you have any questions.. Thank you for your work on this! Best, Jake On Wed, Aug 16, 2023 at 11:52 AM Jake Sherman <jake.sherman@flocksafety.com> wrote: Hi Irma, Yes, I am pushing internally to get the updated pricing on the latest agreed upon terms. My goal is to get this to you by EOD today! I will reach back asap. Thank you, On Wed, Aug 16, 2023 at 11:36 AM Irma Widjojo <IWidjojo@ci.benicia.ca.us> wrote: Thanks Jake. Any update?

Irma Widjojo Management Analyst/Public Information Officer Benicia Police Department

200 East L Street Benicia, CA 94510 (707)746-4263

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From: Jake Sherman <jake.sherman@flocksafety.com> Sent: Tuesday, August 15, 2023 8:56 AM To: Irma Widjojo <IWidjojo@ci.benicia.ca.us> Cc: John Anderson <john.anderson@flocksafety.com>; Mark Menesini <MMenesini@ci.benicia.ca.us>; Hector Soliman-Valdez <hector.soliman@flocksafety.com> Subject: Re: Contract - proposed changes

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Hi Irma,

I am back in the office today and am working on getting this finalized for you. Please stand by..

Thank you,

On Tue, Aug 15, 2023 at 8:49 AM Irma Widjojo <IWidjojo@ci.benicia.ca.us> wrote: Hi all,

Can we get the contract please? I need to upload everything into the system by Thursday for the council meeting.

Thank you, Irma Irma Widjojo Management Analyst/Public Information Officer Benicia Police Department 200 East L Street Benicia, CA 94510 (707)746-4263

On Aug 9, 2023, at 11:13 AM, Irma Widjojo <IWidjojo@ci.benicia.ca.us> wrote:

Thanks for the follow up John.

Irma Widjojo Management Analyst/Public Information Officer Benicia Police Department

200 East L Street Benicia, CA 94510 (707)746-4263

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From: John Anderson <john.anderson@flocksafety.com> Sent: Wednesday, August 9, 2023 10:33 AM To: Irma Widjojo <IWidjojo@ci.benicia.ca.us> Cc: Jake Sherman <jake.sherman@flocksafety.com>; Mark Menesini <MMenesini@ci.benicia.ca.us>; Hector Soliman-Valdez <hector.soliman@flocksafety.com> Subject: Re: Contract - proposed changes

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Hey Irma, nice hearing from you! I talked to Jake about you guys last week and it sounds like things have still been going great with the solution!

It looks like we’re still waiting on a couple of our internal approvals and I just reached out to the appropriate people on my team. I’ll follow up again as soon as we have it ready for you.

Thanks,

John

John Anderson

Regional Sales Director Flock Safety Cell/Text: 214-402-6176 | john.anderson@flocksafety.com

On Tue, Aug 8, 2023 at 12:37 PM Irma Widjojo <IWidjojo@ci.benicia.ca.us> wrote: Sorry forgot to respond to this. Thanks Jake.

Hi John, long time! Hope you’re doing well. Please send us a copy of the revised contract when it’s done.

Thanks, Irma

Irma Widjojo

Management Analyst/Public Information Officer Benicia Police Department 200 East L Street Benicia, CA 94510 (707)746-4263

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From: Jake Sherman <jake.sherman@flocksafety.com> Sent: Friday, August 4, 2023 11:10 AM To: Irma Widjojo <IWidjojo@ci.benicia.ca.us> Cc: Mark Menesini <MMenesini@ci.benicia.ca.us>; Hector Soliman-Valdez <hector.soliman@flocksafety.com>; John Anderson <john.anderson@flocksafety.com> Subject: Re: Contract - proposed changes

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Yes! I submitted the request and will send it over as soon as we have it.

Additionally, I wanted to let you know that I will be out of the office next week with limited access to my email. I’ve gotten my director, John Anderson, up to speed on next steps. John and Hector will be able to support you while I am away next week.

Thank you, Jake

On Fri, Aug 4, 2023 at 10:57 AM Irma Widjojo <IWidjojo@ci.benicia.ca.us> wrote: Hi Jake,

Mark had mentioned that there’s some changes in the numbers for the contract. Do you have the updated version yet?

Thanks! Irma

Irma Widjojo Management Analyst/Public Information Officer Benicia Police Department 200 East L Street Benicia, CA 94510 (707)746-4263

On Jul 28, 2023, at 9:59 AM, Jake Sherman <jake.sherman@flocksafety.com> wrote:

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Thank you!

On Fri, Jul 28, 2023 at 9:52 AM Irma Widjojo <IWidjojo@ci.benicia.ca.us> wrote: Got it thanks. I’ll pass it on to our legal. Irma

Irma Widjojo Management Analyst/Public Information Officer Benicia Police Department 200 East L Street Benicia, CA 94510 (707)746-4263

On Jul 28, 2023, at 9:24 AM, Jake Sherman <jake.sherman@flocksafety. com> wrote:

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Hi Irma,

Per our conversation yesterday, I did receive feedback from our legal team. Please review and let me know if you have any final questions.

“Please see the clean copy w/o the added lease language. In a lease you have ownership interest. We do not convey the property to our customers. They are not allowed to move it, touch it, remove it or relocate it. We are a software and hardware as a service company. They are not paying for the camera. They are paying for access to the Flock system and the data that OUR cameras capture. We take into consideration where they want to install the camera but we maintain final discretion over where it goes. (As opposed to a vehicle lease where you move the car, maintain insurance, take it home, take it to get fixed, decorate it, etc.)”

On Tue, Jul 25, 2023 at 10:19 AM Irma Widjojo <IWidjojo@ci.benicia.ca.us> wrote: Hi Jake,

The City Attorneys have signed off on this so this is the contract that we will be presenting to the Council on Sept. 5. I did add “(lease)” to the order form as our procurement specialist has requested. Let me know if this is OK with Flock.

Thanks, Irma

Irma Widjojo Management Analyst/Public Information Officer Benicia Police Department 200 East L Street Benicia, CA 94510 (707)746-4263

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From: Jake Sherman <jake.sherman@flocksafet y.com> Sent: Monday, July 24, 2023 4:08 PM To: Irma Widjojo <IWidjojo@ci.benicia.ca.us > Cc: Mark Menesini <MMenesini@ci.benicia.ca .us> Subject: Re: Contract proposed changes

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Hi Irma,

Please see the notes/response from our legal team and let me know what additional questions you may have.. “The largest push back is limitation on liability. Flock has relied on these limitations in determining the price structure of this deal. Consequently, Flock can not easily open itself to more liability.”

Thank you,

On Mon, Jul 24, 2023 at 1:39 PM Irma Widjojo <IWidjojo@ci.benicia.ca.us > wrote: Hi Jake,

I received this feedback from our city attorney and procurement specialist.

7.1 Term: Changing the term so that the Agreement does not automatically renew, but so that another agreement needs to be signed for each renewal period. 9.1 Limitation of Liability: Deleting the sentence limiting Flock’s potential liability amount to the City to the amount paid by the City to Flock during the prior one-year period. 9.3 Flock Indemnity: Deleting the last sentence that provides that Flock’s potential third-party liability is limited to the amount the City has paid Flock during the oneyear prior period.

11.8 Publicity: Permitting Flock to use the City’s name for advertising purposes only upon the express written consent of the City on a case-bycase basis.

They also asked if the contract will explicitly say that it’s a lease of equipment.

Please let me know if you have any questions.

Irma

Irma Widjojo Management Analyst/Public Information Officer Benicia Police Department 200 East L Street Benicia, CA 94510 (707)746-4263

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-Jake Sherman Territory Sales Manager, NorCal

818.746.7444 | jake.sherman@flocksafety.com

-Jake Sherman Territory Sales Manager, NorCal

818.746.7444 | jake.sherman@flocksafety.com

-Jake Sherman Territory Sales Manager, NorCal

818.746.7444 | jake.sherman@flocksafety.com