Loading...
HomeMy WebLinkAboutContracts & Agreements_170-2018Sole Source/ Single Source/ Standardization Form For procui ement of supplies, equipment and services valued at $55,000 and over NOTE. Every question must be answered zi fth appropriate documentation attached; mcompl to foams i -,ill be unmediately rejected by Purchasing Date 09 -?8-2'018 T4 Purchasinc, Division FROM Travis Martinez Purchase Requisition # 1 !) i i S, Estimated Total Cost: $ 7500 Proposed Vendor Flock Safety Request Tern This farm trust accompany the purchase document whenevei an exception to the competitive process is requested Requests fol goods andloi seivices from a specific vendoi os Iimited to a specific brand whete substitutes to the iecornmended vendor or brand ate unacceptable, must be accompanied by a i- amen Justification explaining the circumstances that make alteinatives unacceptable The City Managei will determine whethei the Justification is appropriate Requests foi exception must be supported by factual statements that «-ill pass an audit Received PURCHRSING AUG 30 2018 �jry / lire ldaneg `0 --PURCHRSING C% SEP 04 2018 j j_' /auto flo uu EXCEPTION TO BIDDING AND DISCLOSURE STATEMENT 2 Page INSTRUCTIONS 1 Please check all applicable categories (a through i) below and provide additional information where indicated ❑ a The requested product is an integral repan part or accessory compatible with existing equipment Existing Equipment Manufacturer/Model Number Age Current Estimated Value b The requested product has unique design/performance specifications or quality requirements that are not available in comparable products ❑ c I have standardized the requested product and the use of another brand/model would require considerable time and funding to evaluate ❑ d The requested product is one in which I (and/or my staff) have specialized training and/or extensive expertise Retraining would incur substantial cost in time and/or funding ❑ e The requested product is used or demonstration equipment available at a lower -than - new cost ❑ f Repair/Maintenance service is available only from manufacturer or designated service representative ❑ g Upgrade to or enhancement of existing software is available only from manufacturer ❑ h Service proposed by vendor is unique, therefore, competitive bids are not available or applicable ❑ i Othei factors (provide detailed explanation in #2 below) 2 Provide a detailed explanation and pertinent documentation foi each category checked in item l above Attach additional sheets if necessary Rev 4116f12 EXCEPTION TO BIDDING AND DISCLOSURE STATEMENT Flock Sarety is the: sole manufacturer and developer of the Flock Safety Camera Flock Safety is also the sole provider of the comprehensive monitoring, processing and machine vision services which integrate with the Flock Safety Camera Description of Cameras + Wireless deployment of license plate reading cameras with integrated solar and cellular networks (other cameras have to be hard wired to electricity and/or €nternet) Wireless ALPR camera in total weighing less than 5lbs On device machine processing to limit LTE bandwidth consumption Covert industrial design for minimizing visual pollution Machine vis€on to analyze vehicle license plate vehicle calor and vehicle make Machine vis€on to detect persons, animals vehicles and other cars Privacy controls to enable certain vehicles to opt -out" of being captured on film Cloud storage of footage • Web based footage retrieval tool with filtering capabilities such as vehicle color partial/full license plate and object detection Performance monitoring software to predict potential failures, obstructions tilts, and other critical or minor issues 3 Page 3 Was an evaluation of other equipment products, of semices performed' ZYes ❑ No dl res, pleEave explEah, the tty)e of evaluation pe�frsamed and provide rill srrppor•tin. rlocr menteation. A demo camera was installed in the neighboi hood near Cresta leii/Foi d RPD Staff worl.ed with the c.ompan� to m orl. out a couple of bugs RPD Staff is confident the technology can be valuable to RPD's commune" policing strategy 4. List below the name of each individual ',rho was involved. in the evaluation if conducted and in making the recommendation to procure this product or ser" ice Attach additional information, it necessary Travis Martinez Anis- Varela S Explain ii hat •iction(s) the department €t ould take if'tile sole/single soul ccs sem lees ;1 ere no hanger available We would obtain bids frons other companies that manufacture ALPR cameras We have not found anothei company that ma nitactures solar powered ALPR cameras that haN e built in cellulai networks, I certify that the aboi e inionnation .is accurate to the best of nay knots ledge and a SIgned copti of this document will be Inept on file and available foi audit in ms department w RL% 4"W12 EXCEPTION TO BIDDING AND DISCLOSURE STATEMENT ..s� f E 1-,a-, i 'c r Travis Martinez ASignature Date Printed Name 48/28/2018 08/28/2018 Department Tame Title Purchasing Approvals ATTEST J& e Donaldson, City Clerk Rev 4116112 Page Nunez, Rene From Dana Abramovitz Sent Tuesday, September 04, 2018 1147 AM To: Rene Nunez Subject FW Agreement Attachments Redlands, CA - 5 cameras - v4 pdf, ATT00001 htm From: Dan McHugh [mailto.dmchughC o1yofredIan ds.org] Sent: Thursday, August 30, 2018 4,33 PM To Catren, Chris Cc Janice McConnell, Jimmy Nguyen Subject Fwd Agreement Chris, no legal concerns with the substance of the agreement. Thanks, Dan. Note The information contained in this e-mail message is intended only for the personal and confidential use of the designated recipient(s) named above This message maybe an attorney-client communication, or attorney work - product, and as such is privileged and confidential If the reader of this message is not the intended recipient(s) or an agent responsible for delivering it to the intended recipient(s), you are hereby notified that you have received this document in error, and that any review, dissemination, distribution, or copying of this message is strictly prohibited If you have received this communication in error, please notify the sender of this office immediately by telephone 909 798-7595 and return the original message to us by mail to the City Attorney's office, City of Redlands, P 0 Box 3005 Redlands, California 92373 Begin forwarded message From "Catren, Chris" <ccatren@rediandspolice org> Date. August 30, 2018 at 3 58 28 PM PDT To 'Dan McHugh' <dmchugh@citvofredlands org> Cc Dana Abramovitz <dabramovitz@citvofredlands org>, NE Martinez <nemartinez@citvofredlands org>, Jimmy Nguyen <inguyen@citvofredlands org>, "Martinez, Travis" <tmartinez@red landspolice.org> Subject: RE: Agreement Hi Dan, Here is the revised version for your review that limits the program to 12 months with "0" months of renewal Thanks Chris From: ban McHugh [mai Ito. dmchugh@cityofredlands.org] Sent: Thursday, August 30, 2018 144 PM To: Catren, Chris Cc: Dana Abramovitz, NE Martinez, Jimmy Nguyen; Martinez, Travis Subject: Re, Agreement Of course we can will leave to your staff to adjust Send me revised version when you like Dan Note The information contained in this e-mail message is intended only for the personal and confidential use of the designated recipient(s) named above This message may be an attorney-client communication, or attorney work -product, and as such is privileged and confidential Ifthe reader of this message is not the intended recipient(s) or an agent responsible for delivering it to the intended recipient(s), you are hereby notified that you have received this document in error, and that any review, dissemination, distribution, or copying of this message is strictly prohibited If you have received this communication in error, please notify the sender of this office immediately by telephone 909 798- 7595 and return the original message to us by mail to the City Attorney's office, City of Redlands, P O Box 3005 Redlands California 92373 On Aug 30, 2018, at 121 PM, Chris Catren <ccatren@redlandspolice org> wrote Dan, Alternatively can we modify the service term to be 12 months and reduce the "renewal terms of 12 months" to zero? Chris From: Dan McHugh [mailto dmchu h ci ofredlands org] Sent Thursday, August 30, 2018 12.56 PM To Dana Abramovitz Cc NE Martinez, Catren, Chris, Jimmy Nguyen Subject Fwd. Agreement Dana, Chief Catren sent me this agreement for review, and I have commenced the same While I am reviewing the legal terms, I thought you should review a copy and perhaps discuss with the Chief about best way to proceed This appears to be an "evergreen" contract with no set limit in its terms and costs Accordingly if such an agreement meets with the purchasing policy, it would appear to need Council approval That would need revision to signature block and effective date at a minimum There may be more efficient ways to address to permit this to be approved at staff level but those are administrative decisions Let me know if you have questions We will wait to hear from you Thanks Dan Note The information contained in this e-mail message is intended only for the personal and confidential use of the designated recipient(s) named above This message may be an attorney-client communication, or attorney work -product, and as such is privileged and confidential if the reader of this message is not the intended recipient(s) or an agent responsible for delivering it to the intended recipient(s), you are hereby notified that you have received this document in error, and that any review, dissemination, distribution, or copying of this message is strictly prohibited If you have received this communication in error, please notify the sender of this office immediately by telephone f909) 798-7595 and return the original message to us by mail to the City Attorney's office, City of Redlands, P O Box 3005, Redlands, California 92373 Begin forwarded message From "Catren, Chris" <ccatren redlands olice.or > Date August 30, 2018 at 11 14 35 AM PDT SAAS ORDER FORM Customer Redlands Police Department Contact Travis Martinez Address- 30 Cajon Street CA 92373 Phone 909-557-6583 E-mailRedlands, tmartinez@redlandspolice org Services Flock s software for automatic license plate detection of video recorded by the Flock Gate Cameras (the "Hardware"), searching image records, and a platform for sharing those records with Customer, in the form such software is provided by Flock to Customer (` Service(s)") For clarity, the Services are reliant on use of the Hardware Fees $ 7'500 per Year Service Term 12 Number of Cameras 5 The initial term of this Agreement shall be 12 months, subject to early termination (the "Initial Service Term") Following the Initial Service Term this Agreement will automatically renew for successive renewal terms of 0 months subject to early termination (each, a "Renewal Term', and together with the Initial Term, the `Service Term") unless either party gives the other party notice of non -renewal at least ninety (90) days prior to the end of the then -current term Payment Schedule [Payable thirty (30) days in advance Method of Payment ACH or Check of each time period indicated above, subject to the terms of Section 5 herein.] [Implementation Services Company will use commercially reasonable efforts to provide Customer the seances described in the Statement of Work ("SOW") attached as Exhibit A hereto ("Implementation Services"), and Customer shall pay Company the Implementation Fee in accordance with the terms herein Implementation Fee (one-time) $ 0 SAAS SERVICES AGREEMENT This SaaS Services Agreement ("Agreement") is entered into on this 30 day of August 2018 (the `Effective Date") between Flock Group Inc with a place of business at 2588 Winslow Drive Atlanta, GA 30305 ('Company') and the Customer listed above ("Customer's This Agreement includes and incorporates the above Order Form. as well as the attached Terms and Conditions and contains. among other things, warrantv disclaimers. liabilitv limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the partes after the date hereof Flock Group Inc Customer Name �.2ett to A By By/ /_ Name Garrett Langley Name WA -,l WZ Title CEO Title hL7"yC _ ATTEST ,Ie e Donaldson, City Clerk GDSVF&.Hk3180736 5 TERMS AND CONDITIONS 61M",V ["1MINIMMUZi] 110 1 1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services The Services include access to a platform for vmewma video footage (the `Recordings') The Recordings will be available for Customer to access for 30 days Customer may be required to sign up for an account, and select a password and user name C Company User ID") 12 Subject to the terms hereof Company will provide Customer �qth reasonable technical and on site support and maintenance services ("On -Site Services") m -person or by email at hello(,flocksafety com Company will use commercially reasonable efforts to respond to requests for support 1 3 Customer agrees to provide Company with accurate, complete and updated registration information Customer may not select as its Company User ID a name that Customer does not have the right to use, or another person's name with the intent to impersonate that person Customer may not transfer its account to anyone else without prior written permission Customer will not share its account or password with anyone, and must protect the secunty of its account and password Customer is responsible for any activity associated with its account RESTRICTIONS AND RESPONSIBILITIES 2 1 Customer will not, directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, I.mow how or algorithms relevant to the Services, certain software embedded on the Hardware by Company ("Embedded Software'), or any other software or documentation or data related to the Services (collectively, "Software") (except that such prohibition shall not apply to the extent applicable law prohibits such restriction), modify, translate, or create derivative works based on the Services, Hardware or any Software (except to the extent expressly permitted by Company or authorized within the Services), use the Services, Hardware or any Software for tuneshannng or service bureau purposes or otherwise for the benefit of a third party, or remove any proprietary notices or labels 22 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Hardware, Software 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 agency or authority As defined in FAR section 2 101 the Software and documentation are "commercial items" and according to DFAR section 252 2277014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation" 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 pernutted by the terms of this Agreement 23 Customer represents covenants and warrants that Customer will use the 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 video or audio content. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses liabilities settlements and expenses (including without lmutation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer s use of the Services, Hardware and any Software, including any claim that such actions violate any applicable law or third party right Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregomg 24 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services References to the "Unit" herein mean Hardware together with Embedded Software, while references to "Hardware" mean such hardware alone, excluding any software or firmware of any kind Customer will not be able to access the Services except through the Unit, and the Umt will no longer function when this Agreement is terminated Upon termination of this Agreement Company will collect all Units GDSVF'B &\3180735 5 CONFIDENTIALI'T'Y, PROPRIETARY RIGHTS 3 1 Each party (the "RecervmQ Parry") understands that the other party (the `Disclosing Parer") 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 Company includes non-public information regarding features, functionality and performance of the Services Proprietary Information of Customer includes non-public data provided by Customer to Company or collected by Company via the Unit, including the Recordings, to enable the provision of the Services, which includes but is not lumted to geo location information and environmental data collected by sensors built into the Units ("Customer Data") The Receiving Party agrees (i) to tale the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its ou n proprietary information, but in no event rill a party apply less than reasonable precautions to protect such Proprietary Information, and (11) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information Company's use of the Proprietary Information may include processing the Proprietary Information to send Customer alerts. such as when a car exits Customers neighborhood, or to analyze the data collected to identify motion or other events 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 Parry 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 For clarity, Company may access, use, preserve and/or disclose the Recordings to law enforcement authonties, government officials, and/or third parties, if legally required to do so or if Company has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to (a) compl} with a legal process or request (b) enforce this Agreement, including investigation of any potential violation thereof (c) detect, prevent or otherwise address security fraud or technical issues or (d) protect the rights, property or safety of Compan} its users a third part} or the public as required or permitted by law including respond to an emergency situation Company may store deleted Recordings in order to comply with certain legal obligations but such retained Recordings will not be retrievable without a valid court order 3 2 Customer shall own all right, title and interest in and to the Customer Data Company shall own and retain all right, title and interest in and to (a) the Services, Hardware and Software, all improvements, enhancements or modifications thereto (b) any software, applications, inventions or other technology developed in connection with Implementation Services or On-site Services, and (c) all intellectual property rights related to any of the foregoing If Customer provides any suggestions, ideas, enhancement requests, feedbaelti, recommendations or other information relating to the subject matter hereunder, Customer hereby assigns (and will cause its agents and representatives to assign) to Company all right, title and interest (including tntellectual property nghts) with respect to or resulting from any of the foregoing 3 3 Subject to all terms and conditions of this Agreement, Company grants Customer a limited, non exclusive, non transferable, non-sublicensable, revocable right to use (a) the Embedded Software as installed in the Unit by Company and (b) any other Software provided by Company hereunder, solely in the form provided by Company, in each case, solely as necessary for Customer to use the Services This Agreement is a license not a sale of Software (including any Embedded Software) and does not convey to Customer any rights of olxnerslup in or related to the Software For clarity this Agreement also does not convey to Customer any rights of ownership in or related to the Hardware 34 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom) and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development diagnostic and corrective purposes GDS VF&HV 180736 5 in connection with the Services and other Compan] offerings and (n) disclose such data solei} in aggregate or other de -identified form in connection with its business No rights or licenses are granted except as expressly set forth herein 4. PAYMENT OF FEES 4 1 Customer will pay Company the applicable fees as set forth on the Order Form (the "Fees') All payments will be made in accordance with the Payment Schedule and the Method of payment If not otherwise specified, payments will be due within thirty (30) days of invoice and are nonrefundable 42 Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email) If Customer believes that Company has billed Customer incorrectly, Customer must contact Compan} no later than sixt} (60) da} s after the closing date on the first billmg statement in which the error or problem appeared, in order to receive an adjustment or credit Inquines should be directed to Company's customer support department 4 3 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice Unpaid amounts are subject to a finance charge of 15% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of Service Customer shall be responsible for all taxes associated with Services other than U S taxes based on Company's net income 5. TERM AND TERMINATION 5 1 Subject to earlier termination as provided below, this Agreement is for the Service Term as specified in the Order Form 52 In the event of any material breach of this Agreement, the non breaching party may terminate flus Agreement prior to the end of the Service Term by giving thirty (30) days prior wzitten notice to the breaching party provided, however, that this Agreement will not ternunate if the breaching party has cured the breach prior to the expiration of such thirty -day period Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (n) upon the other party's making an assignment for the benefit of creditors, or (iia) upon the other party's dissolution or ceasing to do business Upon termination for Company's breach, Company will refund to Customer a pro -rata portion of the pre paid Fees for Services not received due to such termination. 53 Upon any temimation, Company will collect all Units, delete all Customer Data and Customer's right to access or use any Software, and all licenses granted by Company hereunder will immediately cease 54 The following sections will survive termination 2 1, 2 2, 2 3, 5 (with respect to any accrued rights to payment) and 6-8 REMEDY, WARRANTY AND DISCLAIMER 6 1 Upon a malfunction or failure of Hardware or Embedded Software (a `Defect' ), Customer must first make commercially reasonable efforts to address the problem by contacting Company's technical support as described in Section 1 2 above If such efforts do not correct the Defect, Company shall, or shall instruct one of its contractors to, in its sole discretion, repair or replace the Hardware or Embedded Software suffering from the Defect Company reserves the right to refuse or delay replacement or its choice of remedy for a Defect until after it has inspected and tested the affected Unit, provided that such inspection and test shall occur within 72 hours after Customer notifies the Company of defect Company agrees to replace cameras once at no cost to Customer in the event of theft or damage Subsequent replacement due to damage or theft will be at Customer s own expense with a replacement cost of $300 per camera GDS`VF'RHV 180'736 5 62 Company will not protide the remedy described in Section 6 1 above if any of the follow=ing exclusions apply (a) mrsuse of the Hardware or Embedded Software in any manner, mcludm- operation of the Hardware or Embedded Soft%vare in any way that does not strictly comply with any applicable specifications, documentation, or other restrictions on use provided by Company, (b) damage, alteration; or modification of the Hardware or Embedded Software in any way, or (c) combination of the Hardware or Embedded Software with softer are, hardware or other technology that was not expressly authorized by Company 6 Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Seances and shall perform the Implementation Services in a professional and workmanlike manner Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third -party providers, or because of other causes beyond Company s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption HOWEVER, THE REMEDY DESCRIBED IN SECTION 61 ABOVE IS CUSTOMER'S SOLE REMEDY, AND COMPANY S SOLE LIABILITY WITH RESPECT TO DEFECTIVE HARDWARE AND/OR EMBEDDED SOFTWARE THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAYBE OBTAINED FROM USE OF THE SERVICES EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT 141Ori10ENI[iKEi3:9110 1Oil WA NOTWITHSTANDING ANYTHING TO THE CONTRARY EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY SUPPLIERS), 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 OR OTHER THEORY (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS (B) FOR ANY INDIRECT EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL, OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN THE EVENT OF AN EMERGENCY, CUSTOMER SHOULD CONTACT 911 AND SHOULD NOT RELY ON THE SERVICES 8 MISCELLANEOUS 81 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 and enforceable 82 This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent Company may transfer and assign any of its rights and obligations under this Agreement without consent 83 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, 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_ GDSVF&Hu180736 5 84 No agency, partnership, point venture, or employment is created as a result of this Agreement and Customer does not have ani authority of any kind to bind Company in any respect whatsoever In any action or proceeding to enforce rights under this Agreement the prevailing paM will be entitled to recover costs and attorneys' fees 8 o All notices under this Agreement will be i n writing and will be deemed to have been duly given when received, if personally delivered, when receipt is electronically confirmed, if transrmtted by facsimile or e-mail, the day after it is sent, if sent for next day delivery by recognized overnight delivery service and upon receipt, if sent by certified or registered mail, return receipt requested 86 This Agreement shall be governed by the laws of the State of Georgia without regard to its conflict of laws provisions The federal and state courts sitting in Atlanta, Georgia will have proper and exclusive jurisdiction and venue with respect to any disputes ansuig from or related to the subject matter of this Agreement 87 Customer grants Company permission to install cameras and sigilage at agreed upon locations and to perforin labor at agreed upon locations Gi7SVF&H\3180736.5 EXHIBIT A Statement of Work Installation of Flock Gate Cameras Installation of Flock signage Installation of NIA foot poles (one for each camera) Training for installation of camera on existing poles to employees GDSVF&H13180736.5 SAAS ORDER FORM Customer Redlands Police Department Contact Travis Martinez Address 30 Colon Street GA 92373 Phone 908-557-6583 E-mailRedlands, tmartinez@redlandspolice org Services Flock's software for automatic license plate detection of video recorded by the Flock Gate Cameras (the "Hardware") searching image records, and a platform for sharing those records with Customer, in the form such software is provided by Flock to Customer ("Sen,ice(s)") For clarity, the Services are reliant on use of the Hardware Fees. $ 7,500 per Year Service Term 12 Number of Cameras 5 The initial term of this Agreement shall be 12 months, subject to early termination (the "Initial Service Tenn") Following the Initial Service Term, flus Agreement will automatically renew for successive renewal terms of 0 months subject to early termination (each, a "Renewal Term", and together with the Initial Term, the "Service Term") unless either party gives the other party notice of non -renewal at least ninety (90) days prior to the end of the then -current term. Payment Schedule [Payable thirty (30) days in advance Method of Payment ACH or Check of each time period indicated above, subject to the terms of Section 5 herein] [Implementation Services Company will use commercially reasonable efforts to provide Customer the services described in the Statement of Work C'SOW") attached as Exhibit A hereto ("Implementation Services"), and Customer shall pay Company the Implementation Fee in accordance with the terms herein Implementation Fee (one-time) $ 0 SAAS SERVICES AGREEMENT This SaaS Services Agreement ("Agreement") is entered into on this 30 day of August 2018 (the "Effective Date") between Flock Group Inc with a place of business at 2599 Winslow Drive Atlanta GA 30305 ('Company'), and the Customer listed above ("Customer") This Agreement includes and incorporates the above Order Form. as well as the attached Terms and Conditions and contains_ among other things. warranty disclaimers, liability limitations and use limitations There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof Flock Group Inc. "&� t17 M_ Name Garrett Langley Title CEO GDSNIF&1113180736 5 Customer Name - ATTEST J ne Donaldson, City Clerk TERMS AND CONDITIONS SERVICES AND SUPPORT I 1 Subject to the terms of tlus Agreement, Company will use commercially reasonable efforts to provide Customer the Services The Services include access to a platform for viewing ,video footage (the `Recordings') The Recordings will be available for Customer to access for 30 days Customer may be required to sign up for an account, and select a password and user name ("Company User ID') 12 Subject to the terms hereof, Company will provide Customer with reasonable technical and on site support and maintenance services (` On -Site Services') in-person or by email at hello@,,flocksafety com Company will use commercially reasonable efforts to respond to requests for support 1 3 Customer agrees to provide Company with accurate, complete, and updated registration information Customer may not select as its Company User ID a name that Customer does not have the right to use, or another person's name with the intent to impersonate that person Customer may not transfer its account to anyone else without prior,written permission Customer will not share its account or password with anyone, and must protect the security of its account and password Customer is responsible for any activity associated with its account 2 1 Customer will not, directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know hove or algorithms relevant to the Senvices, certain software embedded on the Hardware by Company ("Embedded Software"), or any other software or documentation or data related to the Services (collectively, "Software") (except that such prohibition shall not apply to the extent applicable law prohibits such restriction) modify translate or create derivative works based on the Services, Hardware or any Software (except to the e%tent expressly permitted by Company or authorized within the Services), use the Services, Hardware or any Software for tunesbarmg or service bureau purposes or otherwise for the benefit of a third party, or remove any proprietary notices or labels 22 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Hardware, Software or anythmg 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 agency or authonty As defined in FAR section 2 101 the Software and documentation are -commercial items" and according to DFAR section 252 2277014(a)(1) and (3) are deemed to be "commercial computer software'' and "commercial computer software documentation " Consistent with DEAR section 227 7202 and FAR section 12 212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial sofhvare 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 2 3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with this Agreement and all applicable laves and regulations, including but not limited to any laws relating to the recording or sharing of video or audio content Customer hereby agrees to indemnify and hold harmless Compan} against any damages losses liabilities settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of the Services, Hardware and any Software, including any claim that such actions violate any applicable law or third party right Although Company has no obligation to monitor Customer s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing 24 Customer shall be responsible for obtaining and mamtanung any equipment and ancillary services needed to connect to, access or otherwise use the Services References to the "Unit" herein mean Hardware together with Embedded Software while references to `Hardware mean such hardware alone excluding any software or Firmware of any Lind Customer will not be able to access the Services except through the Unit, and the Umt will no longer function when this Agreement is terminated Upon termination of this Agreement, Company will collect all Units GDSVF&M\3180736 5 CONFIDENTIALITY, PROPRIETARY RIGHTS 3 1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Parry") has disclosed or may disclose business technical or financial information relating to the Disclosing Part} s business (hereinafter referred to as "Proprietary Information" of the Disclosing Party) Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services Proprietar) Information of Customer includes non-public data provided by Customer to Company or collected by Company via the Unit, including the Recordings, to enable the provision of the Services, which includes but is not limited to geolocation information and environmental data collected by sensors built into the Units ("Customer Data") The Receiving Party agrees (i) to tale the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party tales with its own proprietary information, but in no event will a part), apply less than reasonable precautions to protect such Proprietary Information, and (u) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information Company's use of the Proprietary Informnation may include processing the Proprietary Informnation to send Customer alerts such as when a car exits Customer's neighborhood, or to analyze the data collected to identify, motion or other events 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 For clarity, Company may access, use, preserve and/or disclose the Recordings to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Company has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to (a) comply with a Iegal process or request, (b) enforce this Agreement, including investigation of any potential violation thereof, (c) detect, prevent or otherwise address security, fraud or technical issues, or (d) protect the rights, property or safety of Company, its users, a third party, or the public as required or permitted by law, including respond to an emergency situation Company may store deleted Recordings in order to comply with certain legal obligations but such retained Recordings will not be retrievable without a valid court order 3 2 Customer shall own all right, title and interest in and to the Customer Data Company shall own and retain all right title and interest in and to (a) the Services Hardware and Software all improvements enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or On-site Services, and (c) all intellectual property rights related to any of the foregoing If Customer provides any suggestions. ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder Customer hereby assigns (and will cause its agents and representatives to assign) to Company all right; title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing 3 3 Subject to all terms and conditions of this Agreement, Company grants Customer a limted, non exclusive, non transferable, non-sublicensable, revocable right to use (a) the Embedded Software as installed in the Unit by Company and (b) any, other Software provided by Company hereunder solely in the form provided by Company, in each case, solely as necessary for Customer to use the Services This Agreement is a license, not a sale, of Software (including any Embedded Software) and does not convey to Customer any rights of ownership in or related to the Software For clarity this Agreement also does not convey to Customer any rights of ownership in or related to the Hardware 34 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation_ information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development diagnostic and corrective purposes GDSVF f.H\3180736 5 in connection with the Services and other Company offerings and (n) disclose such data solely in aggregate or other de identified form in connection with its business No rights or licenses are granted except as expressly set forth herein PAYMENT OF FEES 4 1 Customer will pay Company the applicable fees asset forth on the Order form (the "Fees") All payments will be made in accordance with the Payment Schedule and the Method of Payment If not otherwise specified, pa} ments will be due within thirt} (30) days of invoice and are nonrefundable 42 Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current rene-, aI term, upon thirty (30) days prior notice to Customer (which may be sent by email) If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than sixty (60) days after the closing date on the first billing statement m v;hich the error or problem appeared, in order to receive an adjustment or credit Inquiries should be directed to Company's customer support department 4 3 Company may choose to bill through an invoice, in winch case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice Unpaid amounts are subject to a finance charge of 15% per month on any outstanding balance or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of Service Customer shall be responsible for all taxes associated -with Services other than U S taxes based on Company's net income TERM AND TERMINATION 5 1 Subject to earlier termination as provided beloA this Agreement is for the Service Term as specified in the Order Form 52 In the event of any material breach of this Agreement the non breaching party may terminate this Agreement prior to the end of the Service Term by giving thirty (30) days prior 1ATitten 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 day period Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings (u) upon the other party's making an assignment for the benefit of creditors, or (in) upon the other party's dissolution or ceasing to do business Upon termination for Company s breach; Company will refund to Customer a pro -rata portion of the pre -paid Fees for Services not received due to such termination 5 3 Upon any termination, Company will collect all Units, delete all Customer Data and Customer's right to access or use any Software, and all licenses granted by Company hereunder will immediately cease 54 The following sections will survive termination 2 1, 2 2, 2 3, 5 (with respect to any accrued rights to payment) and 6-8 REMEDY, WARRANTY AND DISCLAIMER 6 1 Upon a malfunction or failure of Hardware or Embedded Software (a `Defect'), Customer must first make commercially reasonable efforts to address the problem by contacting Company's technical support as described in Section 1 2 above If such efforts do not correct the Defect, Compan3 shall, or shall instruct one of its contractors to, in its sole discretion, repair or replace the Hardware or Embedded Software suffering from the Defect Company reserves the right to refuse or delay replacement or its choice of remedy for a Defect until after it has inspected and tested the affected Unit, provided that such inspection and test shall occur within 72 hours after Customer notifies the Company of defect Company agrees to replace cameras once at no cost to Customer in the event of theft or damage Subsequent replacement due to damage or theft will be at Customer's oi�m expense with a replacement cost of $300 per camera GDSVF&:H13180736 5 62 Company will not provide the remedy described in Section 6 1 above if any of the following exclusions apply (a) misuse of the Hardware or Embedded Software in any manner, including operation of the Hardware or Embedded Software in any way that does not strictly comply with any applicable specifications, documentation, or other restrictions on use provided by Company (b) damage alteration, or modification of the Hardware or Embedded Software in any way , or (c) combination of the Hardware or Embedded Software with software. hardware or other technology that was not expressly authorized by Company 6 3 Company 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 Implementation Services in a professional and workmanlike manner Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third party providers, or because of other causes beyond Company's reasonable control but Company shall use reasonable efforts to pros ide advance notice in lvntmg or by e-mail of any scheduled sen ice disruption HOWEVER, THE REMEDY DESCRIBED IN SECTION 61 ABOVE IS CUSTOMER'S SOLE REMEDY, AND COMPANY S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE HARDWARE AND/OR EMBEDDED SOFTWARE THE COMPANY 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 AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT i�i���rrr��c.��•�a�>�tne3��rw NOTWITHSTANDING ANYTHING TO THE CONTRARY EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY SUPPLIERS), 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 OR OTHER THEORY (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS, (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL, OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN THE EVENT OF AN EMERGENCY, CUSTOMER SHOULD CONTACT 911 AND SHOULD NOT RELY ON THE SERVICES AUSCELLANEOUS 81 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 and enforceable 82 This Agreement is not assignable, transferable or sublieensable by Customer except with Company s prior written consent Company may transfer and assign any of its rights and obligations under this Agreement Nlnthout consent 8 3 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a wntmg signed by both parties, except as otherwise provided herein GDS'vT&-HV" 180736 5 84 No agency partnership joint venture or employment is created as a result of this Agreement and Customer does not have any authority of an) land to bind Company in any respect whatsoever In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys fees 85 All notices under this Agreement will be m writing and will be deemed to have been duly given when received, if personally delivered when receipt is electronically confirmed, if transmitted by facsimile or e-mail, the day after it is sent, if sent for neat day delivery by recognized ovemight delivery seance, and upon receipt, if sent by certified or registered marl, return receipt requested 86 This Agreement shall be governed by the laws of the State of Georgia without regard to its conflict of laws provisions The federal and state courts sitting in Atlanta Georgia will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement 87 Customer grants Company permission to install cameras and signage at agreed upon locations and to perform labor at agreed upon locations GDSVFRHU 180736 5 EXHIBIT A Statement of Work Installation of Flock. Gate Cameras Installation of Flock signage Installation of N/A foot poles (one for each camera) Training for installation of camera on existing poles to employees GT7S F&H\,31So736 5 Nunez, Rene From Dana Abramovitz Sent Tuesday, September 04, 2018 1141 AM To Boon, Brenda Cc: Rene Nunez Subject RE Updated agreement for PR #75998 Attachments Redlands, CA - 5 cameras - v4 pdf Hi Brenda, Can you confirm that the City Attorney approved this version of the agreement? Thank you, Dana Abrannorttz-D nicl City of R"dlands Purchasing Scmce5 Manager Office Of rhe CILA Manaacr f ?;l'W Perk Svc., PIda k Redlands (---k 9217 i Phone. +')(Y)' " 8 �`;25 EXL Fw, :1109', 79b 7') 72 72018Awardl-Vmner From: Boon, Brenda [mailto bboon@rediandspolice org] Sent Tuesday, September 04, 2018 1101 AM To Rene Nunez <rnunez@cityofredlands org>, Dana Abramovitz <dabramovitz@cityofred lands org> Subject Updated agreement for PR #75998 1 NOTE. PLEASE PROVIDE ALL QUOTES YOU MAX HAVE White Copy - Purchasing Yellow Copy - Remains in book co u/i b r n ® O ate- 4A O Q co u/i rri r n ® O ate- 4A fV Z c Clio TIN, later or Note- If the account is in more than one name seethe instructions for line 1 Also see What Name and C Number To Give the Requester for guidelines on whose number to enter F 296111&71ElCl Under penalties of perjury I certify that 1 The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2 t am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding and 3 I am a U S citizen or other U.S person (defined below) and 4 The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return For real estate transaciians item 2 does no, apply For mortgage interest paid acquisition or abandonment of secured property cancellation of debt contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you 9fe not required to sign the certification, but you must provide your correct TIN See the instructions for Part ll, later Sign Signature of Here I U.8 person ► C —t Date ► June 12, 2018 General Instructions Section references are to the Internal Revenue Code unless otherwise noted Future developments For the latest iniormaticn about developments related to Form W 9 and its instructions such as legislation enacted after they were published, go to www.im.gov/F`ormW-q Purpose of Form An individual or entity (Form W 9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number ([TIN), adoption taxpayer identification number (ATIN) or employer Identification number (EIN) to report on an information return the amount paid to you or other amount reportable on an information return Examples of information returns include, but are not limited to, the following • Form 1099 INT (interest earned or paid) • Form 1099 DIV (dividends, including those from stocks or mutual funds) • Form 1099 MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099 S (stock or mutual fund sales and certain other transactions by brokers) • Form 1099 S (proceeds from real estate transactions) • Form 1099 K (merchant card and third party network transactions) • Form 1098 (home mortgage interest) 1098 E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W 9 only if you are a U.S person (including a resident alien) to provide your correct TIN If you do not return Form W-9 to the requester with a 77N you might be subject to backup withholding See What is backup withholding later Cat No 10231X Form W-9 (Rev 11-2017) Request for Taxpayer Give Form to the Form (Rev November2017) Identification Number and Certification requester Do not Depadmentaf IhsTreasury send to the IRS Internal Revenue Service 0- Go to www irs.gov/FormW9 for instructions and the latest information 1 Name (as shown an your income tax return) Name is required on this line, do not leave this line blank Flock Group Inc 2 Business nametdisregarded entity name if different from above Flock Safety 3 Check appropriate box for federal lax classification of the person whose name is entered on line 1 Check only one of the 4 Exemptions (codes apply only to ar following seven boxes certain entities not individuals see W , c Elindividuallsale proprietor or Q C Corporation ElS Corporation ElPartnership ElTrustlesiate instructions on page 3) m • c single member LLG Exempt payee code fif any) w❑ Limited liability company Enter the tax classification (C=C corporation S=S corporation, P=Partnership) Z ? Note. Check the appropriate box in the line above for the tax classification of the zingle•member owner Do not check Exemption from FATCA reporting m c 5 LLC if the LLC is classified as a s'ngle-member LLC that is disregarded from the owner unless the owner of the LLC is code (if any) rZ g another LLC that is not disregarded from the owner for U.S federal tax purposes Otherwise, a single -member CLC that Is disregarded from the owner should Oder% the appropriate box for the tax classification of its owner U ❑ Other (see instructions)1 (FAA%tanccamYma vlays7e the U.SJ co 5 Address (nunber, street, and apt or suite no.) See instruc tions Requester's name and address (optional) a 2588 Winslow Drive 5 City state, and ZIP code Atlanta, GA, 3D305 7 List account numbers) here (optional) Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box The TIN provided must match the name given on line 1 to avoid Social security number ^ M r number , late Forotherever, fora backup withholding For individuals, this is d neratlyentity, youra insocial instructions resident alien, sale proprietor, or disregarded entity, see the instructions for Part I, later For other entities it is vour emolover identification number (EIN) If you do not have a number see Now to [let a TIN, later or Note- If the account is in more than one name seethe instructions for line 1 Also see What Name and C Number To Give the Requester for guidelines on whose number to enter F 296111&71ElCl Under penalties of perjury I certify that 1 The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2 t am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding and 3 I am a U S citizen or other U.S person (defined below) and 4 The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return For real estate transaciians item 2 does no, apply For mortgage interest paid acquisition or abandonment of secured property cancellation of debt contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you 9fe not required to sign the certification, but you must provide your correct TIN See the instructions for Part ll, later Sign Signature of Here I U.8 person ► C —t Date ► June 12, 2018 General Instructions Section references are to the Internal Revenue Code unless otherwise noted Future developments For the latest iniormaticn about developments related to Form W 9 and its instructions such as legislation enacted after they were published, go to www.im.gov/F`ormW-q Purpose of Form An individual or entity (Form W 9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number ([TIN), adoption taxpayer identification number (ATIN) or employer Identification number (EIN) to report on an information return the amount paid to you or other amount reportable on an information return Examples of information returns include, but are not limited to, the following • Form 1099 INT (interest earned or paid) • Form 1099 DIV (dividends, including those from stocks or mutual funds) • Form 1099 MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099 S (stock or mutual fund sales and certain other transactions by brokers) • Form 1099 S (proceeds from real estate transactions) • Form 1099 K (merchant card and third party network transactions) • Form 1098 (home mortgage interest) 1098 E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W 9 only if you are a U.S person (including a resident alien) to provide your correct TIN If you do not return Form W-9 to the requester with a 77N you might be subject to backup withholding See What is backup withholding later Cat No 10231X Form W-9 (Rev 11-2017)