HomeMy WebLinkAbout10 - PSA for Fixed -Location ALPR Units and Related ServicesCITY OF
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NEWPORT BEACH
City Council Staff Report
July 9, 2024
Agenda Item No. 10
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Joe Cartwright, Chief of Police - 949-644-3701,
jcartwright@nbpd.org
PREPARED BY: Jonathan Stafford, Deputy Director - 949-644-3650,
jstafford@nbpd.org
TITLE: Professional Services Agreement with Flock Group Inc. for
Fixed -Location ALPR Units and Related Services
ABSTRACT:
The Police Department requests City Council approval of a sole source procurement and
a professional services agreement (Agreement) with Flock Safety (Flock) for
fixed -location automated license plate readers (ALPRs). The Agreement is forALPR units
at 69 locations throughout Newport Beach and related web -based services and enhanced
search features at a cost of $1,412,700 over five years.
RECOMMENDATIONS:
a) Determine this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because
this action will not result in a physical change to the environment, directly or indirectly-,
b) Approve a sole source procurement of fixed -location ALPR services from Flock Group
Inc.; and
c) Approve a Professional Services Agreement with Flock Group Inc. ofAtlanta, Georgia,
for ALPR installation and services at a not -to -exceed cost of $1,412,700, and
authorize the Mayor and City Clerk to execute the Agreement.
DISCUSSION:
Background: ALPRs are in use by law enforcement agencies, bridge and toll authorities,
parking enforcement, and other public and private entities throughout the United States
to record the location and license plates of vehicles. Fixed -location law enforcement
ALPRs are set up to scan license plates and vehicle characteristics as vehicles pass
through their field of view on public roadways. The images captured by the ALPR unit are
then processed and uploaded to a database where they can be accessed by authorized
law enforcement users. The database can be searched using several criteria, including
date, time, location, direction of travel, and vehicle description to identify vehicles used in
crimes. Once a vehicle is identified, the data can be searched to identify patterns of
movement and to find vehicles that are associated with identified vehicles.
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Professional Services Agreement with Flock Group Inc. for
Fixed -Location ALPR Units and Related Services
July 9, 2024
Page 2
Flock is a significant provider of ALPR systems to law enforcement agencies, offering
integrated ALPR cameras, video cameras, a cloud database, and a user interface with
advanced search functions. Flock's business model is providing ALPR-as-a-service, so
the City pays an initial installation fee and then set annual fees for each ALPR unit and
the enhanced LPR advanced search functions. The City will not own the units and is not
responsible for providing electrical power or data network access. Flock ALPR camera
units are fully self-contained, using solar panels for electrical power and cellular modems
for data transmission. The units can be mounted on existing traffic signals and streetlights
or newly installed standalone poles.
Sole Source Justification: Flock has several features not available from other ALPR
vendors and has an established network of private customers, homeowners' associations
(HOAs), and law enforcement agencies throughout Southern California.
Flock has several unique features that are critical for identifying and locating vehicles
involved in crimes and generating investigative leads. The attached sole source letter
(Attachment B) lists these features with important highlights below:
Real -Time Routing analyzes data sources to determine where a suspect vehicle has
been and its direction of travel.
e Vehicle Fingerprint Technology
• Patented, proprietary analysis of captured images for license plate, state and
vehicle attributes like color, make, type and attached items such as roof racks,
bumper stickers, etc.
• Ability to capture and identify vehicle characteristics of vehicles with paper plates
or no license plates
• Alerts based on saved searches of vehicle descriptions without the need for an
identified license plate
• Visual Search that generates leads by matching uploaded non -Flock digital
images with vehicles in the Flock database based on vehicle attributes
e Ability to capture 2-4 lanes of traffic, reducing the number of ALPR units needed and
minimizing visual impact
Standalone ALPR units that do not need local electrical power or data access and can
be easily relocated
Integration with upcoming and existing technology systems in use by the Police
Department:
• Fusus — full integration with the primary Crime Information Center (CIC) data
visual ization/i nteg ration platform that will be installed within the next two months
• Axon Fleet 3 in -vehicle video recording systems can be converted to mobile Flock
ALPRs
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Professional Services Agreement with Flock Group Inc. for
Fixed -Location ALPR Units and Related Services
July 9, 2024
Page 3
Regional ALPR data connectivitV is critical to generating investigative leads and locating
and identifying vehicles used in crimes as they move throughout Southern California.
Flock has established ALPR installations in the bordering cities of Costa Mesa, Irvine,
Huntington Beach, and Laguna Beach, creating an integrated network that provides
coverage of many of the primary routes in and out of the city and the area. Flock also has
hundreds of ALPR units throughout Los Angeles County, all of which are accessible to
Police Department detectives and CIC civilian investigators.
The critical importance of regional connectivity and Flock enhanced search capabilities
was recently demonstrated in the identification and arrest of two suspects in a murder
that occurred in the area of 33rd and West Oceanfront in Newport Beach. A Newport
Beach resident was robbed and stabbed at approximately 1:30 a.m. on September 30,
2023. Detectives were able to develop a description of the suspect vehicle, including
distinctive features of the vehicle, however, they were unable to generate any workable
leads. Detectives, assisted by a Costa Mesa Police Department Flock expert user,
searched the Flock database for the vehicle and the distinctive vehicle features near the
time of the murder. A suspect vehicle and license plate were identified using data from a
Flock unit on Newport Boulevard. Detectives located that vehicle at the registered
address and subsequently arrested two suspects for robbery and murder. Without the
Flock hit on the vehicle, detectives would not have been able to identify the vehicle or
suspects and the case would have gone cold without any further leads.
Flock also has an established and growing local ALPR network with HOAs in the city.
Two HOAs already have Flock cameras installed with several others in the process of
installing Flock cameras or considering installation of Flock cameras. One other
improvement association has also integrated its existing ALPR system with the Flock
database. Police Department personnel can access any HOA or private Flock data
through the same powerful search tools described above, allowing investigators to access
the data with one interface, username and password. Investigators recently used local
Flock data to solve a package theft case and stolen outboard motor case.
Locations: Department staff worked closely with Flock representatives to determine the
best location for the Flock units to be installed throughout the city. Special care was given
to cover the major entry and exit paths from the city, and existing infrastructure was used
wherever possible to minimize the visual impact of the ALPR units. Of 69 ALPR units,
only two will be mounted on newly installed poles-, 67 will be installed on existing
streetlights approved by the Utilities Department or on traffic signals approved by the
Public Works Department. An overview map of the Flock locations is attached and a very
detailed listing of locations is included in Exhibit A (the scope of services) in the
Agreement (Attachment A).
Data Retention: Staff has determined 30 days' retention is standard for most Flock
customers and will be sufficient to provide investigative leads while efficiently managing
the amount of data generated. The City's records retention schedule will be updated to
include a 30-day retention period for Flock ALPR data accordingly.
Costs and Term: The appropriated FY 2024-25 budget of $283,500 for this project was
based on an initial quote that included 80 Flock Falcon units at $3,000 each, one year of
data retention at $48,000, and installation costs of $19,500.
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Professional Services Agreement with Flock Group Inc. for
Fixed -Location ALPR Units and Related Services
July 9, 2024
Page 4
During a detailed analysis of the Flock project, the number of ALPR units was reduced
from 80 to 69 through the use of 29 longer range units that will scan 3-4 lanes of traffic.
(This was accomplished without reducing the number of locations and lanes of traffic to
be covered.) However, the long-range Falcon units have higher costs of $5,000 per year.
Installation costs were also reduced to $12,700 for a subtotal of $277,700.
The Police Department requests the addition of the Enhanced LPR upgrade at a cost of
$15,000 per year, bringing first -year costs to $292,700, $9,200 higher than the
appropriated budget. The upgrade provides six important search functions described on
the following page. The budget shortfall of $9,200 will be funded from budget savings.
The Agreement will renew annually for one additional year up to a total of five years,
unless either party provides notice at least 30 days prior to the end of the then -current
year.
Costs over the life of the Agreement are shown in the table below:
ANNUAL COSTS
COMPONENT
QUANTITY
COST
PER UNIT
TOTAL
Falcon ALPR Unit
40
$3,000
$120,000
Long -Range Falcon Unit
29
$5,000
$145,000
Enhanced LPR Package
1
$15,000
$15,000
Installation (one-time fees)
1
$12,700
$12,700
First Year Costs
$292,700
Annual Cost - Years 2-5
$280,000
TOTAL
$1,412,700
Enhanced LPR Upgrade: Police Department investigators would have access to
six important advanced functions that are critical to investigating serial and pattern
property crimes such as residential burglaries committed by the South American Theft
Group, organized retail theft and smash-and-grab robberies.
1. Visual Search — Allows upload of digital images for matching with Flock data
2. Convoy Analysis — Searches for vehicles traveling together at multiple locations
3. Multi-Geo Search — Searches for vehicles that were logged at multiple locations
4. Hotlist Deconfliction — Alerts investigators when another agency queries a vehicle they
have searched for previously, and vice -versa
5. Custom Hotlist Attachments — allows attachment of relevant documents and files for
easy retrieval of case materials
6. Vehicle Description Alerts — Allows set-up of vehicle description searches, even
without a license plate
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Professional Services Agreement with Flock Group Inc. for
Fixed -Location ALPR Units and Related Services
July 9, 2024
Page 5
FISCAL IMPACT:
The Adopted Budget for Fiscal Year 2024-25 includes $283,500 in funding for the first
year, which is $9,200 short of the required funding. The budget shortfall will be funded
from budget savings. The $9,200 increase over the approved FY 2024-25 budget of
$283,500 resulted from refinement of the Flock ALPR deployment and the addition of the
Enhanced LPR search package. Costs for the Agreement in future fiscal years will be
addressed during the annual budget preparation process.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENTS:
Attachment A — Professional Services Agreement with Flock Group Inc.
Attachment B — Sole Source Letter
Attachment C — Flock Locations Overview Map
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Attachment A
Agreement
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PROFESSIONAL SERVICES AGREEMENT
WITH FLOCK GROUP INC. FOR
FLOCK ALPR SYSTEM
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 9th day of July, 2024 ("Effective Date"), by and between the CITY
OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
FLOCK GROUP INC., a Delaware corporation ("Consultant"), whose address is 1170
Howell Mill Road NW, Suite 210, Atlanta, GA 30318, and is made with reference to the
following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide installation, maintenance, and
operational services for the Flock ALPR System ("Project").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
TERM
The term of this Agreement shall commence on the Effective Date, and shall
continue for a period of one year ("Initial Term"), and shall annually renew on each
anniversary of the Effective Date for one (1) additional year (each, a "Renewal Term"),
unless terminated earlier as set forth herein or 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 Initial Term and all Renewal Term(s) shall be collectively referred to as the "Term" of
this Agreement. Notwithstanding the foregoing, the Term of this Agreement shall not
exceed a total of five (5) years.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A, as more particularly described in the Order Form(s)
attached hereto as Exhibit B, upon the terms and conditions set forth in the Master
Services Agreement attached hereto as Exhibit D, and in Flock Unit Locations designated
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in Exhibit E, all of which are incorporated herein by this reference ("Services" or "Work").
The parties may elect to add or delete certain Services by written amendment to this
Agreement.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement. In the absence of a specific schedule, the Services shall be performed to
completion in a diligent and timely manner. The failure by Consultant to strictly adhere to
the schedule, if any, or perform the Services in a diligent and timely manner may result in
termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed,
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Flock Order
Form(s) attached hereto as Exhibit B and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed One Million Four Hundred
Twelve Thousand Seven Hundred Dollars and 00/100 ($1,412,700.00), without prior
written authorization from City. No billing rate changes shall be made during the term of
this Agreement without the prior written approval of City.
4.2 Consultant shall submit annual invoices to City. Consultant's bills shall
include a brief description of the Services performed and/or the specific task in the Scope
of Services to which it relates. City shall pay Consultant no later than thirty (30) calendar
days after approval of the invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit B to this Agreement or specifically approved in writing in advance by
City.
Flock Group Inc. Page 2
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4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any Work
that is determined by City to be necessary for the proper completion of the Project, but which
is not included within the Scope of Services and which the parties did not reasonably
anticipate would be necessary at the execution of this Agreement. Compensation for any
authorized Extra Work shall be paid in accordance with the Flock Order Form(s) as set forth
in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all phases
of the Project. This Project Manager shall be available to City at all reasonable times during
the Agreement term. Consultant has designated Melissa Barker-Solsbe to be its Project
Manager. Consultant shall not remove or reassign the Project Manager or any personnel
listed in Exhibit A or assign any new or replacement personnel to the Project without written
notice to the City. City's approval shall not be unreasonably withheld with respect to the
removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any of
its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete the
Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered by the City Police Department. The Deputy
Director of Support Services or designee shall be the Project Administrator and shall have
the authority to act for City under this Agreement. Additionally, a Detective Lieutenant or
higher rank shall be authorized to represent City pertaining to the manner and method of
performance of the Services.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement, City
agrees to provide access to and upon request of Consultant, one copy of all existing relevant
information on file at City. City will provide all such materials in a timely manner so as not to
cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
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competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
8.2 Consultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
8.4 Consultant shall perform all work in a manner to minimize public
inconvenience and possible hazard, to restore other work areas to their original condition
and former usefulness as soon as possible, and to protect public and private property.
Consultant shall perform work to limit impacts to traffic during periods of installation or
maintenance of physical equipment and shall be responsible for any private or public
property damaged during such work.
8.5 Consultant shall provide traffic control and access in accordance with
Section 7-10 of the State Standard Specifications and the latest edition of the Work Area
Traffic Control Handbook (WATCH), as published by Building News, Inc.
8.6 Where applicable, the following traffic control and detours shall at a
minimum meet the following
8.6.1 Emergency vehicle access shall be maintained at all times.
8.6.2 The locations and wordings of all barricades, signs, delineators,
lights, warning devices, parking restrictions, and any other required details shall ensure
that all pedestrian and vehicular traffic will be handled in a safe manner with a minimum
of inconvenience to the public.
8.6.3 All advanced warning sign installations shall be reflectorized and/or
lighted.
8.6.4 Traffic signal system shutdown or planned "red flash" shall be limited
to 4-hour periods between the hours of 9:00 a.m. and 3:00 p.m. on weekdays (Monday
through Thursday), except as authorized by the Project Administrator.
8.6.5 "STOP AHEAD" and "STOP" signs shall be furnished by the
Consultant and shall conform to the provisions in Section 12-3.06, "Construction Area
Flock Group Inc. Page 4
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Signs," of the State Standard Specifications except that the base material for the signs
shall not be plywood. Two "STOP AHEAD" signs and two "STOP" signs shall be placed
for each direction of traffic. Locations of the signs shall be per the WATCH manual.
8.6.6 Nothing in this Section shall be construed as authorizing any award
of attorney's fees in any action to enforce the terms of this Agreement, except to the
extent provided in Section 9. The rights and obligations set forth in this Section shall
survive the termination of this Agreement.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
reasonable attorneys' fees, disbursements and court costs) of every kind and nature
whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any
manner relate directly to any breach of the terms and conditions of this Agreement, any
Work performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions
of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Consultant.
9.3 The rights and obligations set forth in this Section shall survive the
termination of this Agreement.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
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shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by this reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City, which shall not be
unreasonably withheld. Any of the following shall be construed as an assignment: The
sale, assignment, transfer or other disposition of any of the issued and outstanding capital
stock of Consultant, or of the interest of any general partner or joint venturer or syndicate
member or cotenant if Consultant is a partnership or joint -venture or syndicate or co-
tenancy, which shall result in changing the control of Consultant. Control means fifty
percent (50%) or more of the voting power or twenty-five percent (25%) or more of the
assets of the corporation, partnership orjoint-venture.
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16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in the exhibits to this Agreement. Consultant shall be fully responsible to City
for all acts and omissions of any subcontractor. Nothing in this Agreement shall create
any contractual relationship between City and any subcontractor nor shall it create any
obligation on the part of City to pay or to see to the payment of any monies due to any
such subcontractor other than as otherwise required by law. City is an intended
beneficiary of any Work performed by the subcontractor for purposes of establishing a
duty of care between the subcontractor and City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Consultant or any
other party. Additionally, all material posted in cyberspace by Consultant, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement,
shall become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liability to Consultant. Further, any and
all liability arising out of changes made to Consultant's deliverables under this Agreement
by City or persons other than Consultant is waived against Consultant, and City assumes
full responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 All written documents shall betransmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
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19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall have an immediate
dght to appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Consultant,
the additional design, construction and/or restoration expense shall be borne by
Consultant. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
Flock Group Inc.
Page 8
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24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seg., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
24.2 If subject to the Act and/or Government Code §§ 1090 et seg., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Chief of Police
Newport Beach Police Department
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Mark Smith
Flock Group Inc.
1170 Howell Mill Road NW, Suite 210
Atlanta, GA 30318
26. CLAIMS
26.1 Unless a shorter time is specified elsewhere in this Agreement, before
making its final request for payment under this Agreement, Consultant shall submit to
City, in writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Consultant in writing as unsettled at the time of its final request
Flock Group Inc. Page 9
10-15
for payment. Consultant and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Consultant shall be required to file any claim
Consultant may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
26.2 To the extent that Consultant's claim is a "Claim" as defined in Public
Contract Code section 9204 or any successor statute thereto, the Parties agree to follow
the dispute resolution process set forth therein. Any part of such "Claim" remaining in
dispute after completion of the dispute resolution process provided for in Public Contract
Code section 9204 or any successor statute thereto shall be subject to the Government
Claims Act requirements requiring Consultant to file a claim in strict conformance with the
Government Claims Act. To the extent that Contractor/Consultant's claim is not a "Claim"
as defined in Public Contract Code section 9204 or any successor statute thereto,
Consultant shall be required to file such claim with the City in strict conformance with the
Government Claims Act (Government Code sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of thirty (30) calendar days, or if more than thirty (30) calendar days are reasonably
required to cure the default and the defaulting party fails to give adequate assurance of
due performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
28. PREVAILING WAGES
28.1 Pursuant to the applicable provisions of the Labor Code of the State of
California, not less than the general prevailing rate of per them wages including legal
holidays and overtime Work for each craft or type of workman needed to execute the
Work contemplated under the Agreement shall be paid to all workmen employed on the
Work to be done according to the Agreement by the Consultant and any subcontractor.
In accordance with the California Labor Code (Sections 1770 et seq.), the Director of
Industrial Relations has ascertained the general prevailing rate of per them wages in the
locality in which the Work is to be performed for each craft, classification, or type of
workman or mechanic needed to execute the Agreement. A copy of said determination
is available by calling the prevailing wage hotline number (415) 703-4774, and requesting
one from the Department of Industrial Relations. The Consultant is required to obtain the
wage determinations from the Department of Industrial Relations and post at the job site
the prevailing rate or per them wages. It shall be the obligation of the Consultant or any
subcontractor under him/her to comply with all State of California labor laws, rules and
regulations and the parties agree that the City shall not be liable for any violation thereof.
Flock Group Inc. Page 10
10-16
"I
28.2 Unless otherwise exempt by law, Consultant warrants that no contractor or
subcontractor was listed on the bid proposal for the Services that it is not currently
registered and qualified to perform public work. Consultant further warrants that it is
currently registered and qualified to perform "public work" pursuant to California Labor
Code section 1725.5 or any successor statute thereto and that no contractor or
subcontractor will engage in the performance of the Services unless currently registered
and qualified to perform public work.
29. STANDARD PROVISIONS
29.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
29.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
29.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
29.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
29.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
29.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
29.7 Amendments. This Agreement may be modified or amended, only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
29.8 SeverabilitV. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
Flock Group Inc. Page 11
10-17
29.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
29.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
29.11 NoAttorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
29.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
29.13 Possessory Interest Tax Notice. This Agreement is not intended to create,
and the Parties hereby stipulate that it does not create, a taxable possessory interest in
public property. Nevertheless, a public agency is required by Rev. & Tax Code §107.6 to
provide the following notice: Consultant is hereby advised that California Revenue and
Tax Code §107 et seq. provides that when a public entity enters into a contract with a
private party whereby a possessory interest to property taxation may be created, that the
property interest may be subject to property taxation and that the party in whom the
possessory interest is vested may be subject to the payment of property taxes levied on
the interest.
[SIGNATURES ON NEXT PAGE]
Flock Group Inc. Page 12
10-18
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By:
*,�:6n C. Harp
(Yty Attorney
ATTEST:
[late:
0
Leilani 1. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
Bv:
Will O'Neal
Mayor
CONSULTANT: FLOCK GROUP INC., a
Delaware corporation
Date:
BV:
Mark Smith
Secretary
Date:
in
Garrett Langley
Chief Executive Officer
[END OF SIGNATURES]
Attachments- Exhibit A — Scope of Services
Exhibit B — Flock Order Form(s)
Exhibit C — Insurance Requirements
Exhibit D - Master Services Agreement
Exhibit E — Flock Unit Locations
I
Flock Group lnc. Page 13
10-19
EXHIBIT A
SCOPE OF SERVICES
Flock Group Inc. Page A-1 10-20
EXHIBIT A
SCOPE OF SERVICES
Consultant shall install, maintain, and operate, on behalf of the City, Automated License
Plate Reader (ALPR) equipment as more particularly described in the Order Form(s)
attached as Exhibit B to this Agreement, and in accordance with the terms and conditions
set forth in the Master Services Agreement attached as Exhibit D to this Agreement.
The systems shall be installed in locations as directed by the City in its sole discretion,
which are designated on Exhibit E to this Agreement. City may request equipment be
moved, removed, or relocated at any time and as needed, subject to the terms and
conditions regarding such work as set forth in the Master Services Agreement. Consultant
shall obtain advance written approval from City of the date, time, and location for any
installation, maintenance, removal, repair, or relocation work on the system.
Consultant shall operate the system on behalf of the City. Consultant shall provide user
name(s) and password(s) to City to access the Flock database and subscribed enhanced
search tools so that City can search data as needed. Consultant shall provide all software
and technical support needed to conduct searches of the Flock database, including
smartphone apps, PC software or Internet tools.
Consultant shall automatically delete data thirty days after it was obtained. City shall be
responsible to download or save any data that the City wishes to preserve. All data shall
be proprietary of the City, and Consultant shall never sell or license the data. Disclosure
of the data shall only be as set forth in the Master Services Agreement.
Consultant shall provide all necessary maintenance and repair of the equipment.
Consultant shall retain ownership of all equipment and shall remove all equipment upon
the expiration or termination of this Agreement. Upon removal, each site shall be restored
to the same or equivalent condition prior to installation.
Consultant shall comply with Civ. Code Section 1798.90.5 et. seq. to the extent
applicable. Consultant shall assist City with testimony, expertise, technical information or
drawings and related items in any court proceedings as needed.
10-21
EXHIBIT B
FLOCK ORDER FORM(S)
Flock Group Inc. Page B-1 10-22
Flock Safety + CA - Newport Beach PD
Flock Group Inc.
1170 Howell Mill Rd, Suite 2 10
Atlanta, GA 30318
MAIN CONTACT -
Libby Landers
libby-landersCi)flocksafety.con-i
4047774113
f fock safety
10-23
f ock safety
ORDERFORM
Customer:
CA - Newport Beach PD Initial Tenn:
12 Months
Legal Ent4 Name;
CA - Newport Beach PD Renewal Term;
12 Months
Accounts Payable Email:
Payment Terms:
Net 30
Address:
870 Santa Barbara Dr Newport Beach, California Billing Frequency:
Annual
92660 Retention Period:
30 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Flock Safety Platform
I'lock Safety Flock OS
FlockOS T,11 - Essentials
Enhanced LPR Upgrade
Flock Safety LPR Products
Flork Safety Falcon QD
Solar Falcon �� LIZ
Professional Services and One Time Purchases
?U�7 . 1. - . . . - . . . . . ... .
Flock Safety Professional Services
Professional Services - Advanced Implementation
Fee
Professional Services - Existing Infrastructure
Implementation Fee
Professional Services - Solar Implementation Fee
Professional Services - Existing Infrastructure
Implementation Fee
S280,000.00
Included
I Included
Included
I Included
Included
40 Included
Included
29 Included
$1,900.00
1 $1,900.00
$150.00
39 $5,850.00
$750.00
1 $750.00
$150.00
28 S4,200.00
Subtotal Year 1:
$292,700.00
Annual Recurring Subtotal:
S280,000.00
Estimated Tax.-
$0.00
Contract Total:
$292,700.00
Taxes shown above are provided as an estimate ifapplicable. Actual faxes are the responsibility ofthe Customer. 7his Agreement will automatically renew
annuallyfor successive one year renewal terms (each. a "Renewal Term') unless either Party gives the other Party notice ofnon-renewal at least thirty
(30) days prior to the end ofthe then -current term.
10-24
Bitting Sc
*Tax not included ifapplicable
10-25
Product and Services Description
Flock Safety Platform Items ProdUct Description Terms
FlockQSTM Flock Safety's situational awareness operating system.
An infrasiruclure-free license plate reader camera that utilizes Vehicle The Term shall commence upon first installation and validation of Flock
Flock Safety Falcon 9 Fingerprinto technology to capture vehicular attributes. Hardware.
One -Time Fees Service Description
Installation on existing One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with
infrastructure the Flock Safety Advanced Implementation Service Brief
Professional Services - Standard One-time Professional Services engagement. Includes site and sarety assessment. camera setup and testing, and shipping and handling in accordance
Implementation Fee with the Flock Safety Standard Implementation Service Brief.
Professional Services - One -lime Professional SeMccs engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with
Advanced Implementation Fee the Flock Safety Advanced Implementation Service Brier.
FlockOS Features & Description
FlockOS Features
Description
The ability to request direct access to feeds from privately owned Flock Safety Falcorit LPR cameras
Community Network Access
located in neighborhoods, schools, and businesses in your community, significantly increasing actionable
evidence that clears cases.
Unlimited Users
Unlimited users for FlockOS
State Network (License Plate Lookup Only)
Allows agencies to look up license plates on all cameras opted into the Flock Sarety network within your
state.
With the vast Flock Safety sharing network, law enforcement agencies no longer have to rely on just their
Nationwide Network (License Plate Lookup Only)
devices alone. Agencies can leverage a nationwide system boasting 10 billion additional plate reads per
month to arnpliry the potential to collect vital evidence in otherwise dead-end investigations.
Law Enforcement Network Access
The ability to request direct access to evidence detection devices from Law En forcemeat agencies outside
ofyour jurisdiction.
Time & Location Based Search
Search fiall, 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 FingerprinITM technology. Access vehicle type, make, color, license plate
state, missing Y covered plates, and other unique features like bumper stickers, decals, and roofracks.
Insights & Analytics
Reporting too] to help administrators manage their LPR program with device performance data, user and
network audits, plate read reports, hot I ist alert reports, event logs, and outcome reports.
ESRI Based Map Interface
Map -based interface that consolidates all data streams and the locations ofeach connected asset, enabling
greater situational awareness and a common operating picture.
Receive automated alerts when vehicles entered into established databases ror missing and wanted persons
Real -Time NCIC Alerts on Flock ALPR Cameras
are detected, including the FBI's National Crime Information Center (NCIC) and National Center for
Missing & Exploited Children (NCMEC) databases,
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
Convoy Search
Unearth hidden connections by detecting suspect vehicles that frequently travel together. This toot is
invaluable for investigating organized or serial crimes and iden(ifying accomplices.
Transforms any digital photo into a potent investigative lead, enhancing evidence collection. Upload the
Visual Search
image ora vehicle into FlockOSO to initiate a reverse image search that will help you identify crucial
suspect vehicle information and unlock dead-end investigations.
Multi Geo Search
Connects the dots between multiple crimes and crime scenes. Link a suspect vehicle to multiple incidents
based on location, without needing a vehicle description or plate number.
Custom Hot List Attachments
The ability to add case notes, pholos, repotis, and other relevant case information to Custom Hot List Alerts
Custom Hot List Deconfliction
Allows Flock Safety users to identify overlapping investigations within their agency and within other law
enforcement agencies and provide the contact information ofopled-in parties to facilitate collaboration.
Users can sc t up and receive notifications for suspect vehicles based on body type, make, color, location
Unlimited Vehicle Description Alerts
and timeframe. Notifications are sent via app, SMS or email %vhen a vehicle matching the predetermined
criteria passes a camera in your organization's network.
10-26
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1 Rrovision of Insurance. Without limiting Consultant's indemnification of City,
and prior to commencement of Work, Consultant shall obtain, provide and
maintain at its own expense during the term of this Contract, policies of
insurance of the type and amounts described below and in a form satisfactory
to City. Consultant agrees to provide insurance in accordance with
requirements set forth here. If Consultant uses existing coverage to comply and
that coverage does not meet these requirements, Consultant agrees to amend,
supplement or endorse the existing coverage. All required insurance limits by
Consultant can be met through a combination of primary and excess/umbrella
coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance providing statutory benefits and Employer's
Liability Insurance with limits of at least one million dollars ($1,000,000)
each employee for bodily injury by accident and each employee for
bodily injury by disease in accordance with the laws of the State of
California.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council,
boards and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Consultant shall maintain commercial
general liability insurance, and if necessary excess/umbrella liability
insurance, with coverage at least as broad as provided by Insurance
Services Office form CG 00 01, in an amount not less than two million
dollars ($2,000,000) per occurrence, four million dollars ($4,000,000)
general aggregate. The policy shall cover liability arising from premises,
operations, personal and advertising injury, and liability assumed under
an insured contract (including the tort liability of another assumed in a
business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
Flock Group Inc. Page C-1 10-27
arising out of or in connection with Work to be performed under this
Contract, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit for each accident.
D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount
of two million dollars ($2,000,000) per claim and four million dollars
($4,000,000) in the aggregate. Any policy inception date, continuity
date, or retroactive date must be before the Effective Date of this
Agreement and Consultant agrees to maintain continuous coverage
through a period no less than three years after completion of the
Services required by this Agreement.
E. Cyber Liability Insurance. Consultant shall maintain cyber liability
insurance in an amount not less than one million dollars ($1,000,000)
per claim and annual aggregate, covering (1) all acts, errors, omissions,
negligence, infringement of intellectual property; (2) network security
and privacy risks, including but not limited to unauthorized access,
failure of security, breach of privacy perils, wrongful disclosure,
collection, or negligence in the handling of confidential information,
privacy perils, including coverage for related regulatory defense and
penalties; (3) data breach expenses payable whether incurred by City
or Consultant, including but not limited to consumer notification, whether
or not required by law, computer forensic investigations, public relations
and crisis management firm fees, credit file or identity monitoring or
remediation services in the performance of services for City or on behalf
of City hereunder.
F Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability
policies are used to meet the limits of liability required by this contract,
then said policies shall be "following form" of the underlying policy
coverage, terms, conditions, and provisions and shall meet all of the
insurance requirements stated in this contract, including, but not limited
to, the additional insured and primary & non-contributory insurance
requirements stated herein. No insurance policies maintained by the
City, whether primary or excess, and which also apply to a loss covered
hereunder, shall be called upon to contribute to a loss until the
Consultant's primary and excess/umbrella liability policies are
exhausted.
4. Other Insurance Requirements. The policies are to contain, or be endorsed
to contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Contract shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents,
Flock Group Inc. Page C-2 10-28
volunteers and employees, or shall specifically allow Consultant or
others providing insurance evidence in compliance with these
requirements to waive their right of recovery prior to a loss. Consultant
hereby waives its own right of recovery against City, and shall require
similar written express waivers and insurance clauses from each of its
subcontractors.
B. Additional Insured Status. All liability policies including general liability,
products and completed operations, excess/umbrella liability, pollution
liability, and automobile liability, if required, but not including professional
liability, shall provide or be endorsed to provide that City, its City Council,
boards and commissions, officers, agents, volunteers and employees
shall be included as additional insureds under such policies.
C. Primary and Non-Contributo . Consultant's insurance coverage shall
be primary insurance and/or the primary source of recovery with respect
to the City, its City Council, boards and commissions, officers, agents,
volunteers and employees. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation or nonrenewal of coverage (except
for nonpayment for which ten (10) calendar days' notice is required) for
each required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to
the following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along
with a waiver of subrogation endorsement for workers' compensation
and other endorsements as specified herein for each coverage. All of
the executed documents referenced in this Contract must be returned
to City within ten (10) regular City business days after the date on the
"Notification of Award". Insurance certificates and endorsements must
be approved by City's Risk Manager prior to commencement of
performance. Current certification of insurance shall be kept on file with
City at all times during the term of this Contract. The certificates and
endorsements for each insurance policy shall be signed by a person
authorized by that insurer to bind coverage on its behalf. At least fifteen
(15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Consultant shall, within ten (10) days after receipt of written
notice of such cancellation or reduction of coverage, file with the City
evidence of insurance showing that the required insurance has been
reinstated or has been provided through another insurance company or
Flock Group Inc. Page C-3 10-29
companies. City reserves the right to require complete, certified copies
of all required insurance policies, at any time.
B. City's Right to Revise Requirements. The City reserves the right at any
time during the term of the Contract to change the amounts and types
of insurance required by giving Consultant ninety (90) calendar days'
advance written notice of such change. If such change results in
substantial additional cost to Consultant, City and Consultant may
renegotiate Consultant's compensation.
C. Ri-ght to Review Subcontracts. Consultant agrees that upon request, all
agreements with subcontractors or others with whom Consultant enters
into contracts with on behalf of City will be submitted to City for review.
Failure of City to request copies of such agreements will not impose any
liability on City, or its employees. Consultant shall require and verify that
all subcontractors maintain insurance meeting all the requirements
stated herein, and Consultant shall ensure that City is an additional
insured on insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as
CG 20 38 04 13.
D. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no
additional obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Consultant maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits
maintained by the Consultant. Any available proceeds in excess of
specified minimum limits of insurance and coverage shall be available
to the City.
F. Self -insured Retentions, Any self -insured retentions must be declared
to and approved by City. City reserves the right to require that self -
insured retentions be eliminated, lowered, or replaced by a deductible.
Self-insurance will not be considered to comply with these requirements
unless approved by City.
G. City Remedies for Non -Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City
Flock Group Inc. Page C-4 10-30
shall have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed
until proper evidence of insurance is provided. Any amounts paid by
City shall, at City's sole option, be deducted from amounts payable to
Consultant or reimbursed by Consultant upon demand.
H. TimelV Notice of Claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Consultant's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City
assumes no obligation or liability by such notice, but has the right (but
not the duty) to monitor the handling of any such claim or claims if they
are likely to involve City.
1. Consultant's Insurance. Consultant shall also procure and maintain, at
its own cost and expense, any additional kinds of insurance, which in its
own judgment may be necessary for its proper protection and
prosecution of the Work.
Flock Group Inc. Page C-5 10-31
Exhibit D
Master Services Agreement
Flock Group Inc. Page D-1 10-32
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 2 10, Atlanta,
GA 30318 ("Flock") and the entity identified in the signature block to the Professional Services
Agreement ("Customer") (each a "Party," and together, the "Parties"). 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 B.
RECITALS
WHEREAS, Flock offers a software and hardware situational awareness solution
through Flock's technology platform that upon detection is capable of capturing audio, video,
image, and recording data and provide notifications to Customer ("Notifications");
WHEREAS, Customer desires access to the Flock Services (defined below) on existing
devices, provided by Customer, or Flock provided Flock Hardware (as defined below) in order to
create, view, search and archive Footage and receive Notifications, via the Flock Services;
WHEREAS, Customer shall have access to the Footage in Flock Services. Pursuant to
Flock's standard Retention Period (defined below) Flock deletes all Footage on a rolling thirty
(30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for
extracting, downloading and archiving Footage from the Flock Services on its own storage
devices; and
WHEREAS, Flock desires to provide Customer the Flock Services and any access
thereto, subject to the terms and conditions of this Agreement, solely for the awareness,
prevention, and prosecution of crime, bona fide investigations and evidence gathering for law
enforcement purposes, ("Permitted Purpose").
10-33
1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-
referenced in this Section 1.
1. 1 "Agreement' means the order form (to be attached to the Professional Services Agreement,
"Order Form"), these terms and conditions, and any document therein incorporated by reference
in section 11.4.
1.2 "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.
1.3 "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.
1.4 "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.
1.5. "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.
1.6 "Effective Date" means the date this Agreement is mutually executed (valid and enforceable)
by both Parties.
1.7 "Embedded Software" means the Flock proprietary software and/or firmware integrated with
or installed on the Flock Hardware or Customer Hardware.
1.8 "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 Order Form.
1.9 "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. 10 "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.
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1. 11 "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. 12 "Installation Services" means the services provided by Flock for installation of Flock
Services.
1. 13 "Permitted Purpose" means for legitimate public safety and/or business purpose, including
but not limited to the awareness, prevention, and prosecution of crime; investigations; and
prevention of commercial harm, to the extent permitted by law.
1. 14 "Retention Period" means the time period that the Customer Data is stored within the cloud
storage, as specified in the applicable Order Form. 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.
1. 15 "Term" means the date, unless otherwise stated in the Order Form, upon which the cameras
are validated by both Parties as operational.
1.16 "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 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.
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.
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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 SuPRort(a-),flocksafety.com (such services collectively referred to as
"Support Services'j.
2.4 Updates to Platform. Flock may make any updates 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 updates 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 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). 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
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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, or toxic or flammable substances.
In the event any such hazardous materials are discovered in the designated locations in which
Flock is to perfonn 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 usemame 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 (e.g., laptops,
internet connection, mobile devices, etc.). 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'j.
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
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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 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 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 anonyinization 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 Anonymized
Data.
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
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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 trade secret shall continue in perpetuity or until such information is no longer trade secret.
5.2 Usage Restrictions on Flock 1P. 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
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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.
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. To the
extent the Order Form is silent, Customer shall pay all invoices net thirty (30) days from the date
of receipt. 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
Customer became aware of the error or problem 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. In the event of any changes to fees, Flock shall provide
Customer with sixty (60) days' notice (email sufficient) prior to the end of the Initial Term or
Renewal Tenn (as applicable). Any such changes to fees shall only impact subsequent Renewal
Terms and shall not impact orders current in progress. Any such changes to fees shall only
impact subsequent Renewal Terms; Flock will not change pricing during the Initial Term.
6.3 Taxes. To the extent Customer is not a tax exempt entity, 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,
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including amount subsequently assessed by a taxing authority, for which Customer is
responsible, the appropriate amount shall be invoice 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 term of this Agreement shall commence on the Effective Date, and shall continue
for a period of one year ("Initial Term"), and shall annually renew on each anniversary of the
Effective Date for one (1) additional year (each, a "Renewal Term"), unless terminated earlier as
set forth herein or 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 Initial Term and all Renewal Term(s) shall
be collectively referred to as the "Tenn" of this Agreement. Notwithstanding the foregoing, the
Term of this Agreement shall not exceed a total of five (5) years.
7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any
applicable Flock Hardware at a commercially reasonable time period..
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 "Defece,),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
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replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that Flock is
not liable for any resulting impact to Flock service, 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. THIS DISCLAIMER ONLY APPLIES TO THE EXTENT
ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 11.6.
8.5 Insurance. RESERVED.
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, pandernics (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
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SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED
THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT
LIABILITY, OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR
BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA;
(C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
TECHNOLOGY; (D) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK'S ACTUAL
KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL
ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS
THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS,
EXCEED THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE
SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE
ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER
OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS LIMITATION OF 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 (1) IN THE EVENT OF GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) INDEMNIFICATION
OBLIGATIONS.
9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for
the acts and omissions of its own employees, officers, or agents, in connection with the
performance of their official duties under this Agreement. Each Party to this Agreement shall be
liable for the torts of its own officers, agents, or employees.
9.3 Flock Indemnity. Flock shall indemnify and hold harmless Customer, its agents 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. Flock's performance of this indemnity obligation shall not exceed the fees
paid and/or payable for the services rendered under this Agreement in the preceding twelve (12)
months.
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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.
10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock
Hardware for optimal product functionality, as conditions and locations allow. Flock will
collaborate with Customer to design the strategic geographic mapping of the location(s) and
implementation of Flock Hardware to create a deployment plan ("Deployment Plan"). In the
event that Flock determines that Flock Hardware will not achieve optimal functionality at a
designated location, Flock shall have final discretion to veto a specific location, and will provide
alternative options to Customer.
10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent
requested changes to the Deployment Plan, including, but not limited to, relocating, 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
(hqps://www.flocksafety.com/reinstall-fee-schedule). Customer will receive prior notice and
confirm approval of any such fees.
10.4 Customer Installation Obligations. Customer is responsible for any applicable
supplementary cost as described in the Customer Implementation Guide, which costs shall be
identified on each Order Form. 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
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Hardware at the designated locations and to make any necessary inspections or maintenance in
connection with such installation.
10.5 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, upon the other Party's consent which shall not be unreasonably withheld, (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. The reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-
schedule), and any attached exhibits are incorporated into this Agreement by this reference.
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
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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 Order
Form and will become part of this Agreement, upon Customer's prior written consent and the
mutual execution by authorized representatives ("Special Terms"). To the extent that any terms
of this Agreement are inconsistent or conflict with the Special Terms, this Agreement shall
control, except where an amendment to this Agreement is executed.
11.8 Publicity. Upon prior written consent, Flock has the right to reference and use Customer's
name, but not use Customer's official seal or trademarks, and disclose the nature of the Services
in business and development and marketing efforts. Nothing contained in this Agreement shall
be construed as conferring on any Party, any right to use the other Party's name as an
endorsement of product/service.
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. 10 1, 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
14
10-46
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 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
upon the Effective Date.
11.13 Conflict. RESERVED.
11.14 Notices. RESERVED.
11. 15 Superseding. For the avoidance of doubt, the Parties mutually agree that this Agreement
supersedes and replaces the previously executed agreement signed on June 20, 2024.
15
10-47
Exhibit E
Flock Unit Locations
Flock Group Inc. Page E-1 10-48
EXHIBIT E
FLOCK UNIT LOCATIONS
Installation of Flock ALPR units on traffic signals and streetlights shall not interfere with City -owned or permitted
cameras, traffic control devices, antennae or any other equipment.
2. Installation locations can be changed by City pursuant to the terms of the Agreement.
Flock
Unit #
Flock Unit Name
Location
Installation Type
City Streetlightl
Traffic Signal #
01
E Balboa Blvd @ Main St W13
NIE E Balboa/Main
Traffic Signal
SLC8037
02
E Balboa Blvd @ Palm St SB
S/E E Balboa/Palm
Traffic Signal
SLC8008
03
W Balboa Blvd @ 23rd St SB
S[W 23rd[W Balboa
Traffic Signal
SLC0742
04
32nd St 0 W Balboa Blvd EB
S/E 32nd/W Balboa
Traffic Signal
SLCO911
05
W Balboa Blvd a Hwy 1 SB
W Balboa south of Hwy 1
Streetlight
SLCO944
06
-SE Bristol St @ Irvine Ave SB
S/E Bristol S/Irvine
Traffic Signal
SLC7779
08
San Miguel Dr @ MacArthur Blvd EB
San Miguel east of MacArthur
Streetlight
SLC3828
09
Superior Ave @ Hwy 1 EB
Superior north of Coast Highway
Streetlight
SLC1102
10
San Miguel Dr @ San Joaquin Hills Rd EB
S/E San Miguel/San Joaquin Hills
Traffic Signal
SLC7341
11
San Miguel Dr @ San Joaquin Hills Rd WB
NfW San Miguel/San Joaquin Hills
Traffic Signal
SLC7334
12
Hospital Rd @ Newport Blvd WB
Hospital Rd west of Newport Blvd
New Flock Pole
N/A
13
Irvine Ave @ E 17th St WI3
S1W 17th/Irvine
Traffic Signal
SLC6015
14
Westcliff Dr @ Irvine Ave SB
S/E Westcliffllrvine
Traffic Signal
SLC6016
15
Santiago Dr @ Irvine Ave S13
S/E Irvine/Santiago
Traffic Signal
SLC1989
16
Irvine Ave @ Santiago Dr W13
S/W Irvine/Santiago
Traffic Signal
SLC1988
17
Dover Dr @ Cliff Dr NB
Dover north of Coast Highway
Streetlight
SLC1326
18
Superior Ave @ W 16th St W13
1599 Superior Ave, Costa Mesa
Streetlight
City of Costa Mesa
19
Placentia Ave @ W 16th St SB
SM 16h/Placentia, Costa Mesa
Traffic Signal
City of Costa Mesa
20
SW Birch St @ SE Bristol St WB
S/W Bristol S/Birch
Traffic Signal
SLC7723
21
Bonita Canyon Dr @ Chambord WB
N/E Bonita Canyon/Chambord
Traffic Signal
N/A
22
San Joaquin Hills Rd @ Spy Glass Hill Rd WB
San Joaquin Hills west of Spy Glass
Streetlight
SLC3767
23
San Joaquin Hills Rd @ Spy Glass Hill Rd EB
S/E San Joaquin Hills/Spy Glass
Traffic Signal
SLC7328
24
Santa Cruz Dr @ San Joaquin Hills Rd SB
Santa Cruz south of San Joaquin Hills
Streetlight
SLC5594
25
Eastbluff Dr @ Jamboree Rd W13
N/W EastbluffiJamboree
Traffic Signal
SLC2144
Bison Ave @ MacArthur Rd WB
N[W Bison/MacArthur
Traffic Signal
SLC7571
Bonita Canyon Dr @ MacArthur Blvd EB
S/E Bonita Canyon/MacArthur
Traffic Signal
SLC7497
Ford Rd @ Belcourt Dr SW
Ford east of Belcourt
Streetlight
SLC2617
10-49
EXHIBIT E
FLOCK UNIT LOCATIONS
Flock
Unit #
Flock Unit Name
Location
Installation Type
City Streetlight/
Traffic Signal #
31
University Dr @ Jamboree Rd EB
S/E University/Jamboree
Traffic Signal
SLC2146
32
San Joaquin Hills Rd (M Newport Coast Dr W13
N/W San Joaquin Hills/Newport Coast
Traffic Signal
SLC9064
33
Marguerite Ave @ E Coast Hwy EB
N/E Marguerite/Coast Hwy
Traffic Signal
N/A
34
Marguerite Ave @ E Coast Hwy WB
S/W Marguerite/Coast Hwy
Traffic Signal
N/A
35
Newport Center Dr @ Santa Barbara S13
S/W Newport Center/Santa Barbara
Traffic Signal
SLC7078
36
Newport Center Dr @ San Miguel Dr N13
N/E Newport Center/San Miguel
Traffic Signal
N/A
37
Coast Hwy A Newport Blvd EB
Coast Hwy east of Newport Blvd
Streetlight
CalTrans
38
Old Newport Blvd @ Catalina Dr N13
Old Newport south of Catalina
Streetlight
SLC1254
39
Bayside Dr @ East Coast Hwy S13
Bayside south of Coast Hwy
Streetlight
SLC4597
40
Jamboree RD @ Backbay Dr NB
N/E Jamboree/Back Bay
Traffic Signal
SLC7320
41
Old Newport Blvd @ E 15th St S13
500 block of Old Newport
New Advanced Pole
CalTrans
42
Old Newport a Catalina Dr S13
Old Newport north of Santa Ana
Streetlight
SCL1253
43
Irvine Ave (cD_ Back Bay Loop TrI EB
N/E Irvine/Santiago
Traffic Signal
SLC1990
LRO01
W Coast Hwy (cD_ Highland St W13
Coast Hwy west of Highland
Streetlight
SLC5443
LRO02
W Coast Hwy @ Highland St EB
Coast Hwy @ Highland
Streetlight
SLC5431
LRO03
Newport Blvd @ Balboa CVS S13
Newport Blvd south of Coast Highway
Streetlight
SLC0808
LRO04
I Newport Blvd a W Coast Hwy Overpass N13
Newport Blvd just north of Coast Hwy
Streetlight
SLC7403
LRO05
E Coast Hwy @ Bayside Dr EB
Coast Hwy east of Bayside
Streetlight
SLC5304
LRO06
Bison Ave @ MacArthur Trail Side Path EB
S/E Bison/MacArthur
Traffic Signal
SLC7578
LRO07
Bonita Canyon Dr (M Charnbord EB
S/E Bonita Canyon/Chambord
Traffic Signal
N/A
LRO08
Newport Coast Dr @ Sage Hill S13
S/W Newport Coast/Sage Hill
Traffic Signal
N/A
LRO09
Newport Coast Dr @ Sage Hill N13
N/E Newport Coast/Sage Hill
Traffic Signal
N/A
LRO10
Newport Coast Dr @ E Coast Hwy EB
S/E Newport Coast/Coast Hwy
Traffic Signal
SLC9044
LR011
E Coast Hwy @ El Morro WB
N/E El Morro/Coast Hwy
Traffic Signal
CalTrans
LRO12
E Coast Hwy @ Reef Point Dr EB
S/E Reef PoinVCoast Hwy
Traffic Signal
CalTrans
LRO13
Jamboree Rd @ Bayview Way N13
N/E Jamboreeffiayview
Traffic Signal
SLC2128
LRO14
Jamboree Rd @ Bayview Way S13
Jamboree south of Bayview
Streetlight
SLC2117
LRO15
University Dr @ Corona del Mar Fwy S W13
University east of Baypointe
Streetlight
SLC2339
LRO16
Bison Ave a Bayswater W13
N/W Bison/Bayswater
Traffic Signal
SLC7580
LRO17
Macarthur Blvd @ Vilaggio
N/E MacArthurNilaggio
Traffic Signal
SLC7577
LRO18
MacArthur Blvd @ Pacific Coast Hwy N13
MacArthur north of Coast Hwy
Streetlight
SLC5016
10-50
EXHIBIT E
FLOCK UNIT LOCATIONS
Flock
Unit #
Flock Unit Name
Location
Installation Type
City Streetlight/
Traffic Signal #
LR01 9
San Joaquin Hills Rd @ MacArthur Blvd SB
S/E MacArthur/San Joaquin Hills
Traffic Signal
SLC7295
LR020
San Joaquin Hills Rd @ MacArthur Blvd WB
San Joaquin Hills west of Macarthur
Median Streetlight
SLC3857/SLC3858
LR021
Newport Blvd @ Industrial Way SB
S/E Newport Blvd/Industrial
Traffic Signal
CalTrans
LR022
W Balboa Blvd @ 32nd St NB
N/E W Balboa/32nd
Traffic Signal
SLC0910
LR023
W Coast Hwy a Hoag Hosp WB
W Coast Hwy west of Newport Blvd
Streetlight
SLC5349
LR024
Irvine Ave a SE Bristol SB
S/W Irvine/Bristol S
Traffic Signal
SLC7780
LR025
MacArthur Blvd @ Birch St SB
MacArthur south of Birch
Streetlight
SLC4372
LR026
Newport Center Dr 0 Pacific Coast Hwy N13
Newport Center north of Coast Hwy
Median Streetlight
SLC5854/SLC5825
LR027
MacArthur Blvd @ Corinthian Way NB
NB MacArthur north of Corinthian
Streetlight
SLC4495
LR028
MacArthur Blvd @ Bison Ave SB
MacArthur south of Bison
Streetlight
SLC2557
NE Bristol @ Birch Ave WB
NNV Bristol N/Birch
Traffic Signal
CalTrans
10-51
Attachment B
Sole Source Letter
10-52
f ock safety
Sole Source Letter for Flock Safety@ RTCC and ALPR Solution
Flock Safety@ is the sole manufacturer, developer, and distributor of the proprietary
Flock Safety Falcon@ ALPR Camera and FlockOS@) Real Time Crime Center integrated
solution. Flock Safety@) is also the sole provider of the comprehensive monitoring,
processing, and machine vision services which integrate with the Flock Safety@ ALPR
Camera.
The Flock Safety@ ALPR camera and devices are the only Law Enforcement Grade
ALPR System to offer the following combination of proprietary features:
1. Real Time Crime Center Platform:
o Flock Safety is the only Real -Time -Crime -Center (RTCC) platform that
offers its own proprietary ALPR product and proprietary RTCC product
with native integration from one provider
o FlockOS@ is the world's first and only public safety operating system
compatible with Flock SafetyTM live streaming fixed and Flock Safety PTZ
Condor TM camera, Flock Safety Raven TM gunshot audio detection, while
seamlessly integrating first and third -party data across video, LPR, and
audio to deliver real-time intelligence and retroactive crime solving in a
single -pane real-time crime center
• Ability to enhance situational awareness capacity by layering all
intelligence streams onto the FlockOS@ ESRI-based map
• FlockOS@ features Flock Safety's unique Real -Time Routing feature
that analyzes various data sources to determine where a suspect vehicle
has been and its' direction of travel providing users with possible
outcomes based on a confidence threshold
2. Vehicle FinaerprintTechnoloav@:
• Patented proprietary machine vision to analyze vehicle license plate, state
recognition, and vehicle attributes such as color, type, make and objects (roof
rack, bumper stickers, etc.) based on image analytics (not car registration
data)
• Machine vision to capture and identify characteristics of vehicles with a paper
license plate and vehicles with the absence of a license plate
• Ability to 'Save Search' based on description of vehicles using our patented
Vehicle Fingerprint Technology without the need for a license plate, and set
up alerts based on vehicle description
o Only LPR provider with "Visual Search" which can transform digital images
1170 Howell Mill Rd. NW -Suite 210, Atlanta, GA30318
10-53
f ock safety
from any source into an investigative lead by finding matching vehicles based
on the vehicle attributes in the uploaded photo
0 Flock Safety Falcon Flex@: an infrastructure -free, location -flexible license
plate reader camera that is easy to self -install. Flock Safety Falcon Flex@
ties seamlessly into the Flock Safety@ ecosystem with a small and lightweight
camera with the ability to read up to 30,000 license plates and vehicle
attributes on a single battery charge
3. Intearated Cloud -Software & Hardware Platform:
o Ability to capture two (2+) lanes of traffic simultaneously with a single camera
from a vertical mass
• Best in class ability to capture and process up to 30,000 vehicles per day with
a single camera powered exclusively by solar power
• Wireless deployment of solar powered license plate reading cameras with
integrated cellular communication weighing less than 5lbs and able to be
powered solely by a solar panel of 60W or less
• Web based footage retrieval tool with filtering capabilities such as vehicle
color, vehicle type, vehicle manufacturer, partial or full license plate, state
of license plate, and object detection
• Utilizes motion capture to start and stop recording without the need for a
reflective plate
• Motion detection allows for unique cases such as bicycle capture, ATV,
motorcycle, etc.
• On device machine processing to limit LTE bandwidth consumption
• Cloud storage of footage
o Covert industrial design for minimizing visual pollution
4. Transparency & Ethical Product Desian:
• One -of -a -kind "Transparency Portal" public -facing dashboard that details the
policies in place by the purchaser, as well as automatically updated metrics
from the Flock Safety@ system
• Built-in integration with NCMEC to receive AMBER Alerts to find missing
children
o Privacy controls to enable certain vehicles to "opt -out" of being captured
5. Integrated Audio & Gunshot Detection:
o Natively integrated audio detection capabilities utilizing machine learning to
recognize audio signatures typical of crimes in progress (e.g., gunshots)
6. Live Video Intearation:
o Ability to apply computer vision to third -party cameras using Flock Safety
Wing@ LPR, transforming them to evidence capture devices using the same
1170 Howell Mill Rd. NW -Suite 210, Atlanta, GA30318
10-54
f ock safety
Vehicle Fingerprint technology offered on the Flock Safety Falcon@ ALPR
cameras
• Flock Safety Wing@ Livestrearn integrates live stream traffic cameras, publicly
or privately owned livestrearn security cameras into one cloud -based
situational awareness dashboard to increase response time in mission -critical
incidents
• Manage various government intelligence including ALPR, livestrearn
cameras, CAD, automatic vehicle location (AVL) on Flock Safety Wing@ Suite
• Ability to access live and recorded video using Flock Safety Condor TM , a
subscription video solution which allows officers to remotely view instant
replay of downloadable live on -scene video with PTZ controls and 25X optical
zoom without the need for additional camera network set-up, installation, or
up -keep.
7. Warranty & service:
• Lifetime maintenance and support included in subscription price
• Flock Safety@ is the only fully integrated ALPR one -stop solution from
production of the camera to delivery and installation
• Performance monitoring software to predict potential failures, obstructions,
tilts, and other critical or minor issues
Thank you,
Garrett Langley CEO, Flock Safety@
1170 Howell Mill Rd. NW -Suite 210, Atlanta, GA30318
10-55
Attachment C
Flock Locations Overview Map
10-56
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