HomeMy WebLinkAboutItem No. 04 Lease of Automated License Plate Readers Flock Group, Inc.City Council Agenda Report
City of Lake Elsinore 130 South Main Street
Lake Elsinore, CA 92530
www.lake-elsinore.org
File Number: ID# 21-061
Agenda Date: 2/23/2021 Status: Approval FinalVersion: 1
File Type: Council Consent
Calendar
In Control: City Council / Successor Agency
Agenda Number: 4)
Lease of Automated License Plate Readers (ALPR) from Flock Group, Inc.
Approve and Authorize the City Manager to execute documents and agreements for twenty (20)
Automated License Plate Reader Cameras from Flock Group Inc. In an amount not to exceed $55,000
annually based on the sole source purchasing process noted in CMC Section 3.08.070 (B), and in a
form as approved by the City Attorney.
Page 1 City of Lake Elsinore Printed on 2/18/2021
REPORT TO CITY COUNCIL
TO: Honorable Mayor and Members of the City Council
FROM: Jason Simpson, City Manager
DATE: February 23, 2021
SUBJECT: Lease of Automated License Plate Readers (ALPR) from Flock Group, Inc.
Recommendation
1. Approve and Authorize the City Manager to execute documents and agreements for twenty
(20) Automated License Plate Reader Cameras from Flock Group Inc. In an amount not to
exceed $55,000 annually based on the sole source purchasing process noted in CMC
Section 3.08.070 (B), and in a form as approved by the City Attorney.
2. Approve Resolution No. 2021- __ Adopting A License Plate Camera/ALPR Usage And
Privacy Policy.
Background
Auto theft is a Part I crime in Riverside County with impacts across the entire County. The
Riverside Auto-Theft Interdiction Detail (RAID) is responsible for pursuing organized auto theft
rings. Their work includes immediate responses dictated by the perpetrators’ actions and the
enforcement technics deployed by the entire task force, including surveillance, search warrants, etc.
It is estimated that $1-$2 billion worth of vehicles are stolen each year in Southern California.
Auto theft not only deprives owners of the use of their vehicles but also provides criminals with a
means to commit more crimes in a vehicle not belonging to them. For this reason, gang-related
crimes are often committed with the use of stolen automobiles. Focusing proactive enforcement
efforts on auto-theft often uncovers other criminal activity and prevents other serious crimes.
Discussion
Police agencies have used automated License Plate Reader (ALPR) technology to locate stolen
vehicles and solve other crimes where an automobile has been used. ALPR technology has
continued to evolve and become less cost-prohibitive. Traditional ALPR systems included
expensive fixed camera locations or mobile devices mounted in patrol cars. The County has
ALPR from Flock Group, Inc.
February 23, 2021
Page 2
deployed mobile ALPRs in the past; however, these devices have reached their end of life, and
most are no longer in service.
The Flock Safety ALPR equipment is solar powered and images are uploaded directly to a Cloud
storage. The ALPRs are high-speed camera systems that photograph license plates, convert the
numbers and letters into machine-readable text, tag them with time and location information. The
Flock Safety system provides a 40 seconds alert notification and searchable database which can
filter images based on license plate (partial), type of plate (in state, out of state, temporary), make,
model, color, of vehicle, and identify bumper stickers and other identifying features. The ALPRs
images are available 30 minutes after taken. The County of Riverside (as well as other cities within
the County) utilizes Flock Group Inc. cameras and have been successful in identifying stolen
vehicles but also recently solved an attempted murder as well as other crimes.
The information obtained by the ALPRs is considered “personal information” and subject to specific
privacy and security requirements under applicable state law (SB 34) and requires the City adopt an
ALPR Privacy Policy. The proposed policy is attached as Resolution No. 2021- __ (Exhibit E). The
Sheriff’s Department will continue to have direct access to the information obtained and any data
retrieved will be in the custody of the Sheriff’s Department and shall be subject to the security and
privacy policies of the Sheriff’s Department
Fiscal Impact
The police services operating budget will provide the Flock Group, Inc. cameras for $55,000.
Exhibits
A. Proposal – Flock Group, Inc.
B. Order Form and Services Agreement
C. Customer Agreement
D. Sole Source
E. Resolution No. 2021-__ ALPR Privacy Policy
Today's Date - Jan 19, 2021
This proposal expires in 30 days.
Today's Date - Jan 19, 2021
This proposal expires in 30 days.
Today's Date - Jan 19, 2021
This proposal expires in 30 days.
Today's Date - Jan 19, 2021
This proposal expires in 30 days.
Today's Date - Jan 19, 2021
This proposal expires in 30 days.
Today's Date - Jan 19, 2021
This proposal expires in 30 days.
Today's Date - Jan 19, 2021
This proposal expires in 30 days.
Today's Date - Jan 19, 2021
This proposal expires in 30 days.
Today's Date - Jan 19, 2021
This proposal expires in 30 days.
Today's Date - Jan 19, 2021
This proposal expires in 30 days.
Today's Date - Jan 19, 2021
This proposal expires in 30 days.
Today's Date - Jan 19, 2021
This proposal expires in 30 days.
Today's Date - Jan 19, 2021
This proposal expires in 30 days.
Total $55,000.00
Subscription Details Price QTY Subtotal
Annual Subscription Price
per year
$2,500.00 20 $50,000.00
Automatic License Plate Reader
(ALPR)
Solar or DC Power
Maintenance Warranty
$0.00 20 $0.00
Hosting & Analytics
Cloud Hosting
Unlimited User Licenses
Hotlist Integration & Alerts
Neighborhood Camera Integration
Ongoing Software Enhancements
$0.00 20 $0.00
Implementation
Camera Setup
Shipping & Handling
$250.00 20 $5,000.00
Other
Cellular
Mounting Equipment
$0.00 20 $0.00
FLOCK GROUP INC.
SERVICES AGREEMENT
ORDER FORM
This Order Form together with the Terms (as defined herein) describe the relationship between Flock Group
Inc. (“Flock”) and the customer identified below (“Customer”) (each of Flock and Customer, a ”Party”).
This order form (“Order Form”) hereby incorporates and includes the “GOVERNMENT AGENCY CUS-
TOMER AGREEMENT” attached (the “Terms”), any schedules attached thereto, and the Customer’s Sup-
plemental Conditions Addendum attached hereto and incorporated herein by reference, which describe
and set forth the general legal terms governing the relationship (collectively, the "Agreement" ). The Terms
contain, among other things, warranty disclaimers, liability limitations and use limitations.
The Agreement will become effective when this Order Form is executed by both Parties (the “Effective
Date”).
Customer: City of Lake Elsinore Contact: Administrative Services
Address: 130 S Main Street Phone: 951-674-3124
Lake Elsinore, CA 92530 E-Mail: tbd
Usage Fees: $50,000
per Year (the “Payment
Period”) Number of
Initial Term: 12 Months
Renewal Term: 12 Months
Installation Fee (one-time) $5000
Pole Fee (one-time) $ 0
Billing Contact: Administrative Services
Department
By executing this Order Form, Customer represents and warrants that it has read and agrees all of
the terms and conditions contained in the Terms attached. The Parties have executed this Agree-
ment as of the dates set forth below.
Flock Group Inc Customer: City of Lake Elsinore
By:
Name:
Title:
Date:
By:
Name: Jason Simpson
Title: City Manager
Date:
Flock Group Inc. Order Form
Lake Elsinore, CA - 0001
ADDENDUM
CITY OF LAKE ELSINORE SUPPLEMENTAL CONDITIONS
For purposes of this Addendum to the Agreement between Flock Group, Inc. and the City of Lake
Elsinore, the term “Contractor” shall refer to Flock Group, Inc., and the term “City” shall be used to
refer to the Customer, which is the City of Lake Elsinore.
1. California Civil Code Compliance. Contractor is advised of, and agrees it will comply with the require-
ments of the California Civil Code, Division 3, Part 4, Title 1.81.23 COLLECTION OF LICENSE
PLATE INFORMATION [§§1798.90.5 - 1798.90.55] as applicable to an automated license plate
recognition (ALPR) operator (also referred to as an “ALPR operator”). Contractor shall maintain rea-
sonable security procedures and practices to protect ALPR information from unauthorized access,
destruction, use, modification or disclosure that are at least as protective as the “Flock Safety End to
End Data Security Overview,” “Flock Safety CJIS Compliance Overview,” and “Flock Safety Internet
Security Policy,” (collectively, referred to as the “Flock Security Policies”) as each such policy was in
effect as of January 29, 2020. Any amendment to the Flock Security Policies shall be transmitted to
the City within 10 days. In the event the City determines in its sole discretion that any amendment to
the Flock Security Policies either substantially reduces the privacy or security of Customer Content
(including ALPR Footage) or the amendments would violate any State or Federal law, then the City
shall have the right to terminate the Agreement and Flock will refund to City a pro-rata portion of the
pre-paid Fees for Services not received due to such termination.
2. Disclosure of Security Breach. Contractor is advised of the requirements of the California Civil Code,
section 1798.29, requiring notification to any resident of California in the event of breach of the secu-
rity of the system. Contractor agrees it will notify the City immediately (and in no event more than 24
hours) upon the occurrence of any breach in the security of data that may potentially trigger the need
for security breach notifications pursuant to Civil Code section 1798.29 or similar State or Federal
law. The parties agree that the City will control the timing and content of any required security breach
notification, and agree that Contractor shall fully pay or reimburse the City for the costs of providing
any security breach notification required by Civil Code, section 1798.29,or similar State or Federal
law, resulting from any security breach of the Flock Safety platform. Contractor’s responsibility for
the costs of providing such security breach notifications shall not be limited by any disclaimer or
limitation of liability in the Agreement, including but not limited to Sections 2.1, 7.4 and 8 of the SaaS
Terms of this Agreement.
3. Indemnification. To the fullest extent permitted by law, Contractor shall indemnify, defend with coun-
sel reasonably acceptable to the City, and hold harmless the City and its officials, officers, employees,
agents, contractors, consultants, and volunteers from and against any and all losses, liability, claims,
suits, actions, damages, and causes of action arising out of or relating to any personal injury, bodily
injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or
ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or
omissions of Contractor or its employees, subcontractors, or agents. The foregoing obligation of
Contractor shall not apply when (1) the injury, loss of life, damage to property, or violation of law
arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents,
contractors, consultants, or volunteers and (2) the actions of Contractor or its employees, subcon-
tractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation
of law. It is understood that the duty of Contractor to indemnify and hold harmless includes the duty
to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance
certificates and endorsements required under the contract does not relieve Contractor from liability
under this indemnification and hold harmless clause. This indemnification and hold harmless clause
is a material element of the Agreement and shall apply to any damages or claims for damages
whether or not such insurance policies shall have been determined to apply. This Section 3 shall
survive termination or expiration of this Agreement. Contractor’s indemnification obligation pursuant
to this Section shall not be limited by any disclaimer or limitation of liability in the Agreement, including
but not limited to, Sections 2.1, 7.4 and 8 of the Government Agency Service Agreement.
4. Infringement. Without limiting the generality or applicability of Section 3, above, if a third party makes
a claim against the City that any use of the Services in accordance with the terms of this Agreement
infringes such third party’s intellectual property rights, Contractor, at its sole cost and expense, will
defend City against the claim and indemnify City from the damages, losses, liabilities, costs and ex-
penses awarded by the court to the third party claiming infringement or the settlement agreed to by
Contractor, provided that City: (i) notifies Contractor promptly in writing of the claim; (ii) gives Con-
tractor sole control of the defense and any settlement negotiations; and (iii) gives Contractor reason-
able assistance in the defense of such claim. If Contractor believes or it is determined that the Ser-
vices violated a third party’s intellectual property rights, Contractor may choose to either modify the
Services to be non-infringing or obtain a license to allow for continued use, or if these alternatives are
not commercially reasonable, Contractor may terminate City’s use rights and refund any unused,
prepaid fees City may have paid to Contractor.
5. California Public Records Act Compliance. Notwithstanding Section 4 of the Government Agency
Service Agreement, Contractor expressly understands that City is a public agency subject to the Cal-
ifornia Public Records Act (Cal. Government Code § 6250 et seq.). In the event that City receives a
public records request seeking the disclosure of information that Contractor has designated as its
“Proprietary Information,” City shall notify Contractor, and Contractor shall be allowed to take any
reasonable action to preserve the confidentiality of such information. City’s obligation shall only ex-
tend to notifying Contractor of the request, and City shall have no obligation to preserve the confiden-
tiality unless doing so is in full compliance with the law.
6. Independent Contractor. It is expressly agreed that Contractor is to perform the services described
herein as an independent contractor pursuant to California Labor Code Section 3353. Nothing con-
tained herein shall in any way be construed to make Contractor or any of its agents or employees, an
agent, employee or representative of the City. Contractor shall be entirely responsible for the com-
pensation of any employees used by Contractor in providing said services.
7. Subcontractors. Notwithstanding Section 2.1 of the Government Agency Service Agreement, if Con-
tractor utilizes a third-party subcontractor or other vendor to provide the Services under this Agree-
ment, Contractor shall ensure that such subcontractor(s) or vendor(s) complies with the terms of this
Agreement, and shall be jointly and severally liable with the subcontractor/vendor for any breach by
the subcontractor/vendor.
8. Insurance. During the entire term of this Agreement and any extension or modification thereof, the
Contractor shall keep in effect insurance policies meeting the following insurance requirements: See
Exhibit C – Insurance Requirements General.
9. Appropriation. City’s funding of this Agreement shall be on a fiscal year basis (July 1 to June 30) and
is subject to annual appropriations. Contractor acknowledges that the City is a municipal corporation
and is precluded by the California Constitution and other laws from entering into obligations that fi-
nancially bind future governing bodies. Nothing in this Agreement shall constitute an obligation of
future governing bodies to appropriate funds for the purposes of this Agreement. The parties agree
that the Initial Term and any renewal term(s) is contingent upon the appropriation of funds by the City.
This Agreement will terminate immediately if funds necessary to continue the Agreement are not
appropriated. City shall pay Contractor for any services performed in accordance with this Agreement
up to the date of termination.
10. Assignment. Contractor shall not assign this Agreement, or any part thereof, or any right of the Con-
tractor hereunder without the prior written consent of the City. Notwithstanding, for purposes of this
Contract, a merger, acquisition, reorganization, spin-off or other transaction involving a transfer of
substantially all of the assets or common stock of either party hereto shall not be deemed an assign-
ment.
GOVERNMENT AGENCY
CUSTOMER AGREEMENT
This Government Agency Agreement (this “Agreement”) is entered into by and between Flock Group, Inc.
with a place of business at 1170 Howell Mill Rd NW #210, Atlanta, GA 30318 (“Flock”) and the police de-
partment or government agency identified in the signature block below (“Agency”) (each a “Party,” and
together, the “Parties”).
RECITALS
WHEREAS, Flock offers a solution for automatic license plate detection through Flock’s technology plat-
form (the “Flock Service”), and upon detection, the Flock Service creates images and recordings of sus-
pect vehicles (“Footage”) and can provide notifications to Agency upon the authorization from Non-Agency
End User (“Notifications”);
WHEREAS, Agency desires to purchase, use and/or have installed access to the Flock Service in order to
create, view, search and archive Footage and receive Notifications, including those from non-Agency users
of the Flock System (where there is an investigative purpose) such as schools, neighborhood home owners
associations, businesses, and individual users;
WHEREAS, unless legally required, because Footage is stored for no longer than 30 days in compliance
with Flock’s records retention policy, Agency is responsible for extracting, downloading and archiving Foot-
age from the Flock System on its own storage devices; and
WHEREAS, Flock desires to provide Agency the Flock Service and any access thereto, subject to the
terms and conditions of this Agreement, solely for the purpose of crime awareness and prevention by po-
lice departments and archiving for evidence gathering (“Purpose”).
AGREEMENT
NOW, THEREFORE, Flock and Agency agree as follows and further agree to incorporate the Recitals into
this Agreement.
1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in
this Section 1.
1.1 “Authorized End User” shall mean any individual employees, agents, or contractors of Agency ac-
cessing or using the Services through the Web Interface, under the rights granted to Agency pursuant to
this Agreement.
1.2 "Agency Data” will mean the data, media and content provided by Agency through the Services. For
the avoidance of doubt, the Agency Content will include the Footage and geolocation information and envi-
ronmental data collected by sensors built into the Units.
1.3 “Documentation” will mean text and/or graphical documentation, whether in electronic or printed for-
mat, that describe the features, functions and operation of the Services which are provided by Flock to
Agency in accordance with the terms of this Agreement.
1.4 “Embedded Software” will mean the software and/or firmware embedded or preinstalled on the Hard-
ware.
1.5 “Flock IP” will mean the Flock Services, the Documentation, the Hardware, the Embedded Software,
the Installation Services, and any and all intellectual property therein or otherwise provided to Agency
and/or its Authorized End Users in connection with the foregoing.
1.6 “Footage” means still images and/or video captured by the Hardware in the course of and provided via
the Services.
1.7 “Hardware” shall mean the Flock Gate Cameras and any other physical elements that interact with the
Embedded Software and the Web Interface to provide the Services. The term “Hardware” excludes the
Embedded Software.
1.8 “Installation Services” means the services provided by Flock regarding the installation, placements
and configuration of the Hardware, pursuant to the Statement of Work attached hereto.
1.9 “Flock Services” means the provision, via the Web Interface, of Flock’s software application for auto-
matic license plate detection, searching image records, and sharing Footage.
1.10 “Non-Agency End User” means a Flock’s non-Agency customer that has elected to give Agency ac-
cess to its data in the Flock System for investigative purposes.
1.11 “Non-Agency End User Data” means the Footage, geolocation data, environmental data and/or Noti-
fications of a Non-Agency End User for investigative purposes only.
1.12 “Unit(s)” shall mean the Hardware together with the Embedded Software.
1.13 “Web Interface” means the website(s) or application(s) through which Agency and its Authorized End
Users can access the Services in accordance with the terms of this Agreement.
1.14 "Aggregated data" means information that relates to a group or category of customers, from which
individual customers' identities have been removed, that is not linked or reasonably linkable to any cus-
tomer, including via a device.
2. FLOCK SERVICES AND SUPPORT
2.1 Provision of Access. Subject to the terms of this Agreement, Flock hereby grants to Agency a non-
exclusive, non-transferable right to access the features and functions of the Flock Services via the Web In-
terface during the Service Term and No-Fee Term, solely for the Authorized End Users. The Footage will
be available for Agency to access via the Web Interface for 30 days. Authorized End Users will be required
to sign up for an account, and select a password and username (“User ID”). Flock will also provide Agency
the Documentation to be used in accessing and using the Flock Services. Agency shall be responsible for
all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which,
if undertaken by Agency, would constitute a breach of this Agreement, shall be deemed a breach of this
Agreement by Agency. Agency shall undertake reasonable efforts to make all Authorized End Users aware
of the provisions of this Agreement as applicable to such Authorized End User’s use of the Flock Services
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, including without limitation using a third party
to host the Web Interface which make the Flock Services available to Agency and Authorized End Users.
Flock will pass-through any warranties that Flock receives from its then current third-party service provider
to the extent that such warranties can be provided to Agency. SUCH WARRANTIES, AS PROVIDED AS
HONORED BY SUCH THIRD PARTIES, ARE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY
AND FLOCK’S SOLE AND EXCLUSIVE LIABILITY WITH REGARD TO SUCH THIRD-PARTY SERVICES,
INCLUDING WITHOUT LIMITATION HOSTING THE WEB INTERFACE. Agency agrees to comply with
any acceptable use policies and other terms of any third-party service provider that are provided or other-
wise made available to Agency from time to time.
2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Agency a limited,
non-exclusive, nontransferable, non-sublicensable (except to the Authorized End Users), revocable right to
use the Embedded Software as installed on the Hardware by Flock; in each case, solely as necessary for
Agency to use the Flock Services.
2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to Agency a
non-exclusive, nontransferable right and license to use the Documentation during the Service Term for
Agency’s internal purposes in connection with its use of the Flock Services as contemplated herein.
2.4 Usage Restrictions. Agency will not, and will not permit any Authorized End Users to, (i) copy or dupli-
cate 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 inter-
preted, or apply any other process or procedure to derive the source code of any software included in the
Flock IP, or attempt to do any of the foregoing, and Agency acknowledges that nothing in this Agreement
will be construed to grant Agency any right to obtain or use such source code; (iii) modify, alter, tamper
with or repair any of the Flock IP, or create any derivative product from any of the foregoing, or attempt to
do any of the foregoing, except with the prior written consent of Flock; (vi) interfere or attempt to interfere in
any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any
notice of any intellectual property or proprietary right appearing on or contained within any of the Applica-
tion IP; (vii) use the Flock Services for timesharing or service bureau purposes or otherwise for the benefit
of a third party or any purpose other than the Purpose; or (viii) assign, sublicense, sell, resell, lease, rent or
otherwise transfer or convey, or pledge as security or otherwise encumber, Agency’s rights under Sections
2.1, 2.2, or 2.3. Non-agency data may only be accessed for investigative purposes.
2.5 Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement,
Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and
Agency acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not ex-
pressly granted by this Agreement. Agency further acknowledges that Flock retains the right to use the
foregoing for any purpose in Flock’s sole discretion. There are no implied rights.
2.6 Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily sus-
pend Agency’s and any Authorized End User’s access to any portion or all of the Flock IP if (i) Flock rea-
sonably determines that (a) there is a threat or attack on any of the Flock IP; (b) Agency’s or any Author-
ized End User’s use of the Flock Service disrupts or poses a security risk to the Flock Service or any other
customer or vendor of Flock; (c) Agency or any Authorized End User is/are using the Flock IP for fraudulent
or illegal activities; (d) Flock’s provision of the Flock Services to Agency or any Authorized End User is pro-
hibited by applicable law; or (e) any vendor of Flock has suspended or terminated Flock’s access to or use
of any third party services or products required to enable Agency to access the Flock (each such suspen-
sion, in accordance with this Section 2.6, a “Service Suspension”). Flock will make commercially reasona-
ble efforts, circumstances permitting, to provide written notice of any Service Suspension to Agency (in-
cluding notices sent to Flock’s registered email address) and to provide updates regarding
resumption of access to the Flock IP following any Service Suspension. Flock will use commercially rea-
sonable efforts to resume providing access to the Application Service as soon as reasonably possible after
the event giving rise to the Service Suspension is cured. Flock will have no liability for any damage, liabili-
ties, losses (including any loss of data or profits) or any other consequences that Agency or any Authorized
End User may incur as a result of a Service Suspension.
2.7 Installation Services.
2.7.1 Designated Locations. Prior to performing the physical installation of the Units, Flock shall advise
Agency on the location and positioning of the Units for optimal license plate image capture, as conditions
and location allow. While Flock will provide advice regarding the location of positioning of such Units, Agency
will have the ultimate decision regarding the location, position and angle of the Units (each Unit location so
designated by Agency, a “Designated Location”). Due to the fact that Agency selects the Designated Lo-
cation, Flock shall have no liability to Agency resulting from any poor performance, functionality or Footage
resulting from or otherwise relating to the Designated Locations. After an installation plan with Designated
Locations and equipment has been agreed upon by both Flock and the Agency, any subsequent changes to
the installation plan driven by Agency's request will incur a $250 charge in addition to any equipment charges.
These changes include but are not limited to camera re-positioning, adjusting of camera mounting, re-an-
gling, changes to heights of poles, and removing foliage.
2.7.2 Agency’s Installation Obligations. Agency agrees to allow Flock and its agents reasonable access to
the designated installation locations at all reasonable times upon reasonable notice for the purpose of per-
forming the installation work (together with the preceding sentence, the “Agency Installation Obligations”).
It is understood that the Installation Fees do not include any permits or associated costs, any federal, state
or local taxes including property, license, privilege, sales, use, excise, gross receipts or other similar taxes
which may now or hereafter become applicable to, measured by or imposed upon or with respect to the
installation of the Hardware, its use, or any other services performed in connection therewith and that Agency
shall be solely responsible for the foregoing. Agency represents and warrants that it has all necessary right
title and authority and hereby authorizes Flock to install the Hardware at the Designated Locations and to
make any necessary inspections or tests in connection with such installation.
2.7.3 Flock’s Installation Obligations. The Hardware shall be installed in a workmanlike manner in accord-
ance with Flock’s standard installation procedures, and the installation will be completed within a reasonable
time from the time the Designated Locations are selected by Agency. Following the initial installation of the
Hardware, Flock’s obligation to perform installation work shall cease; however, Flock will continue to monitor
the performance of the Units. Agency understands and agrees that the Flock Services will not function without
the Hardware.
2.7.4 Security Interest. The Hardware shall remain the personal property of Flock and will be removed upon
the termination or expiration of this Agreement. Agency agrees to perform all acts which may be necessary
to assure the retention of title of the Hardware by Flock. Should Agency default in any payment for the Flock
Services or any part thereof or offer to sell or auction the Hardware, then Agency authorizes and empowers
Flock to remove the Hardware or any part thereof. 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 Agency’s default and Flock shall
have the right to enforce any other legal remedy or right.
2.8 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock’s price for its services under
this Agreement does not contemplate work in any areas that contain hazardous materials, or other hazard-
ous conditions, including, without limit, asbestos. In the event any such hazardous materials are discovered
in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the
right to cease work immediately in the area affected until such materials are removed or rendered harm-
less. Any additional expenses incurred by Flock as a result of the discovery or presence of hazardous ma-
terial or hazardous conditions shall be the responsibility of Agency and shall be paid promptly upon billing.
2.9 Support Services. Subject to the payment of fees, Flock shall monitor the performance and functional-
ity of Flock Services and may, from time to time, advise Agency on changes to the Flock Services, Installa-
tion Services, or the Designated Locations which may improve the performance or functionality of the Ser-
vices or may improve the quality of the Footage. The work, its timing, and the fees payable relating to such
work shall be agreed by the Parties prior to any alterations to or changes of the Services or the Designated
Locations (“Monitoring Services”). Subject to the terms hereof, Flock will provide Agency with reasonable
technical and on-site support and maintenance services (“On-Site Services”) in-person or by email at
hello@flocksafety.com. Flock will use commercially reasonable efforts to respond to requests for support.
3. AGENCY RESTRICTIONS AND
RESPONSIBILITIES
3.1 Agency Obligations. Agency agrees to provide Flock with accurate, complete, and updated registra-
tion information. Agency may not select as its User ID a name that Agency does not have the right to use,
or another person’s name with the intent to impersonate that person. Agency may not transfer its account
to anyone else without prior written permission of Flock. Agency will not share its account or password with
anyone and must protect the security of its account and password. Agency is responsible for any activity
associated with its account. Agency shall be responsible for obtaining and maintaining any equipment and
ancillary services needed to connect to, access or otherwise use the Services. Agency will, at its own ex-
pense, provide assistance to Flock, including, but not limited to, by means of access to, and use of, Agency
facilities and Agency equipment, as well as by means of assistance from Agency personnel, to the limited
extent any of the foregoing may be reasonably necessary to enable Flock to perform its obligations hereun-
der, including, without limitation, any obligations with respect to Support Services or any Installation Ser-
vices.
3.2 Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency
will use the Services only in compliance with this Agreement and all applicable laws and regulations, in-
cluding but not limited to any laws relating to the recording or sharing of video, photo, or audio content and
retention thereof.
4. CONFIDENTIALITY; AGENCY DATA; NON-
AGENCY DATA
4.1 Confidentiality. Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing
Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing
Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary
Information of Flock is non-public information including but not limited to features, functionality, designs,
user interfaces, trade secrets, intellectual property, business plans, marketing plans, works of authorship,
hardware, customer lists and requirements, and performance of the Flock Services. Proprietary Information
of Agency includes non-public Agency Data, Non-Agency End User Data, and data provided by Agency or
a Non-Agency End User to Flock or collected by Flock via the Unit, including the Footage, to enable the
provision of the Services. The Receiving Party shall not disclose, use, transmit, inform or make available to
any entity, person or body any of the Proprietary Information, except as a necessary part of performing its
obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to pre-
serve and protect the Proprietary Information and the parties ’respective rights therein, at all times exercis-
ing at least a reasonable level of care. Each party agrees to restrict access to the Proprietary Information of
the other party to those employees or agents who require access in order to perform hereunder. The Re-
ceiving 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
will a party apply less than reasonable precautions to protect such Proprietary Information, 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. Flock’s use of the Proprietary Information may include processing the
Proprietary Information to send Agency Notifications or alerts, such as when a car exits Agency’s neighbor-
hood, or to analyze the data collected to identify motion or other events.
The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Re-
ceiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession
or known by Receiving Party prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to Re-
ceiving Party 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 pur-
suant to any subpoena, summons, judicial order or other judicial or governmental process, provided that
the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to obtain a pro-
tective order or otherwise oppose the disclosure. For clarity, Flock may access, use, preserve and/or dis-
close the Footage to law enforcement authorities, government officials, and/or third parties, if legally re-
quired to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is rea-
sonably necessary to: (a) comply with a legal process or request; (b) enforce this Agreement, including in-
vestigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or
technical issues; or (d) protect the rights, property or safety of Flock, its users, a third party, or the public as
required or permitted by law, including respond to an emergency situation. Flock may store deleted Foot-
age in order to comply with certain legal obligations but such retained Footage will not be retrievable with-
out a valid court order.
4.2 Agency and Non-Agency End User Data. As between Flock and Agency, all right, title and interest in
the Agency Data and Non-Agency End User Data, belong to and are retained solely by Agency. Agency
hereby grants to Flock a limited, nonexclusive, royalty-free, worldwide license to use the Agency Data and
Non-Agency End User Data and perform all acts with respect to the Agency Data and Non-Agency End
User Data as may be necessary for Flock to provide the Flock Services to Agency, including without limita-
tion the Support Services set forth in Section 2.9 above . As between Flock and Agency, Agency is solely
responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Agency Data
and Non-Agency End User Data. As between Agency and Non-Agency End Users that have prescribed
access of Footage to Agency, each of Agency and Non-Agency End Users will share all right, title and in-
terest in the Non-Agency End User Data. This Agreement does not by itself make any Non-Agency End
User Data the sole property or the Proprietary Information of Agency.
4.3 Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommen-
dations or other information relating to the subject matter hereunder, Agency hereby assigns (and will
cause its agents and representatives to assign) to Flock all right, title and interest (including intellectual
property rights) with respect to or resulting from any of the foregoing.
4.4 Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Flock shall have the
right to collect and analyze data and other information relating to the provision, use and performance of
various aspects of the Services and related systems and technologies (including, without limitation, infor-
mation concerning Agency Data and data derived therefrom). Agency acknowledges that Flock will be
compiling anonymized and/or aggregated data based on Agency Data and Non-Agency End User Data in-
put into the Services (the “Aggregated Data”). Agency hereby grants Flock a non-exclusive, worldwide,
perpetual, royalty-free right and license (during and after the Service Term hereof) to (i) use such Aggre-
gated Data to improve and enhance the Services and for other development, diagnostic and corrective
purposes in connection with the Services and other Flock offerings, and (ii) disclose the Agency Data and
Non-Agency End User Data (both inclusive of any Footage) to enable law enforcement monitoring against
law enforcement hotlists as well as provide Footage search access to law enforcement for investigative
purposes only. No rights or licenses are granted except as expressly set forth herein.
5. PAYMENT OF FEES
5.1 Fees. Agency will pay Flock the first Usage Fee and the Installation Fee (the “Initial Fees”) as set forth
on the Order Form on or before the 7th day following the Effective Date of this Agreement. Flock is not obli-
gated to commence the Installation Services unless and until the Initial Fees have been made and shall
have no liability resulting from any delay related thereto. Agency shall pay the ongoing Usage Fees set
forth on the Order Form with such Usage Fees due and payable thirty (30) days in advance of each Pay-
ment Period. All payments will be made by either ACH, check, or credit card.
5.2 Changes to Fees. Flock reserves the right to change the Fees or applicable charges and to institute
new charges and Fees at the end of the Initial Term or any Renewal Term, upon sixty (60) days ’notice
prior to the end of such Initial Term or Renewal Term (as applicable) to Agency (which may be sent by
email). If Agency believes that Flock has billed Agency incorrectly, Agency must contact Flock no later than
sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in
order to receive an adjustment or credit. Inquiries should be directed to Flock’s customer support depart-
ment. Agency acknowledges and agrees that a failure to contact Flock within this sixty (60) day period will
serve as a waiver of any claim Agency may have had as a result of such billing error.
5.3 Invoicing, Late Fees; Taxes. Flock may choose to bill through an invoice, in which case, full payment
for invoices issued in any given month must be received by Flock thirty (30) days after the mailing date of
the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding bal-
ance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result
in immediate termination of Service. Agency shall be responsible for all taxes associated with Services
other than U.S. taxes based on Flock’s net income.
5.4 No-Fee Term Access. Subject to Flock’s record retention policy, Flock offers complimentary access to
the Flock System for 30 days (“No Fee Term”) to Agency when Non-Agency End Users intentionally pre-
scribe access or judicial orders mandate access to Non-Agency End User Data. No hardware or installation
services will be provided to Agency. No financial commitment by Agency is required to access the Flock
Services or Footage. Should such access cause Flock to incur internal or out-of-pocket costs that are
solely the result of the access, Flock reserves the right to invoice these costs to Agency under Section 5.3
and Agency agrees to pay them. For clarity, No-Fee Terms and Service Terms can occur simultaneously,
and when a No-Fee Term overlaps with a Service Term, Agency agrees to pay the Initial Fees and Usage
Fees payments according to Section 5.1.
6. TERM AND TERMINATION
6.1 Term. Subject to earlier termination as provided below, the initial term of this Agreement shall be for
the period of time set forth on the Order Form (the “Initial Term”). Following the Initial Term, this Agree-
ment will automatically renew for successive renewal terms of the length set forth on the Order
Form (each, a “Renewal Term”, and together with the Initial Term, the “Service Term”) unless either
party gives the other party notice of non-renewal at least thirty (30) days prior to the end of the
then-current term.
6.2 Agency Satisfaction Guarantee. At any time during the agreed upon term, a customer not fully satis-
fied with the service or solution may self-elect to terminate their contract. Self-elected termination will result
in a one-time fee of up to $500 per camera to cover equipment removal costs. Upon self-elected termina-
tion, a refund will be provided, pro-rated for any fees paid for the remaining Term length set forth previ-
ously. Self-termination of the contract by the customer will be effective immediately. Flock will remove all
equipment at own convenience upon termination. Advance notice will be provided.
6.3 Termination. In the event of any material breach of this Agreement, the non-breaching party may ter-
minate this Agreement prior to the end of the Service Term by giving thirty (30) days prior written notice to
the breaching party; provided, however, that this Agreement will not terminate if the breaching party has
cured the breach prior to the expiration of such thirty-day period.
Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other
party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assign-
ment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do business. Upon
termination for Flock’s breach, Flock will refund to Agency a pro-rata portion of the pre-paid Fees for Ser-
vices not received due to such termination.
6.4 Effect of Termination. Upon any termination of the Service Term, Flock will collect all Units, delete all
Agency Data, terminate Agency’s right to access or use any Services, and all licenses granted by Flock
hereunder will immediately cease. Agency shall ensure that Flock is granted access to collect all Units and
shall ensure that Flock personnel does not encounter Hazardous Conditions in the collection of such units.
Upon termination of this Agreement, Agency will immediately cease all use of Flock Services.
6.5 No-Fee Term. The initial No-Fee Term will extend, after entering into this Agreement, for 30 days from
the date a Non-Agency End User grants access to their Footage and/or Notifications. In expectation of re-
peated non-continuous No-Fee Terms, Flock may in its sole discretion leave access open for Agency’s Au-
thorized End Users despite there not being any current Non-Agency End User authorizations. Such access
and successive No-Fee Terms are deemed to be part of the No-Fee Term. Flock, in its sole discretion, can
determine not to provide additional No-Fee Terms or can impose a price per No-Fee Term upon 30 days ’
notice. Agency may terminate any No-Fee Term or access to future No-Fee Terms upon 30 days ’notice.
6.6 Survival. The following Sections will survive termination: 2.4, 2.5, 3, 4, 5 (with respect to any accrued
rights to payment), 6.5, 7.4, 8.1, 8.2, 8.3, 8.4, 9.1 and 10.5.
7. REMEDY; WARRANTY AND DISCLAIMER
7.1 Remedy. Upon a malfunction or failure of Hardware or Embedded Software (a “Defect”), Agency must
first make commercially reasonable efforts to address the problem by contacting Flock’s technical support
as described in Section 2.9 above. If such efforts do not correct the Defect, Flock shall, or shall instruct
one of its contractors to, in its sole discretion, repair or replace the Hardware or Embedded Software suffer-
ing from the Defect. Flock reserves the right to refuse or delay replacement or its choice of remedy for a
Defect until after it has inspected and tested the affected Unit; provided that such inspection and test shall
occur within 72 hours after Agency notifies the Flock of defect. Flock agrees to replace cameras at a fee
according to the then-current Reinstall Policy (https://www.flocksafety.com/reinstall-fee-schedule). Cus-
tomer shall not be required to replace subsequently damaged or stolen units; however, Customer under-
stands and agrees that functionality, including Footage, will be materially affected due to such subse-
quently damaged or stolen units and that Flock will have no liability to Customer regarding such affected
functionality nor shall the Fees owed be impacted.
7.2 Exclusions. Flock will not provide the remedy described in Section 7.1 above if any of the following
exclusions apply: (a) misuse of the Hardware or Embedded Software in any manner, including operation of
the Hardware or Embedded Software in any way that does not strictly comply with any applicable specifica-
tions, documentation, or other restrictions on use provided by Flock; (b) damage, alteration, or modification
of the Hardware or Embedded Software in any way; or (c) combination of the Hardware or Embedded Soft-
ware with software, hardware or other technology that was not expressly authorized by Flock.
7.3 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.
7.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS AGENCY’S SOLE REMEDY,
AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE HARDWARE AND/OR EMBEDDED
SOFTWARE. THE 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 OB-
TAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION
AND THE SUPPLEMENTAL CONDITIONS ADDENDUM, EXCEPT AS SET FORTH IN THE SUPPLE-
MENTAL CONDITIONS ADDENDUM, THE SERVICES AND INSTALLATION SERVICES ARE PRO-
VIDED “AS IS” AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICU-
LAR PURPOSE .
8. LIMITATION OF LIABILITY AND
INDEMNITY
8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK AND ITS
SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY SUPPLIERS),
OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE
RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR
TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE
OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR FOOTAGE OR
COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF
BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK’S ACTUAL KNOWLEDGE OR REASONABLE
CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE OR
IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH THE FBI DATABASE; (D) FOR ANY PUBLIC
DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; OR (E) FOR ANY
AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED
TWO TIMES THE AMOUNT OF FEES PAID AND/OR PAYABLE BY AGENCY TO FLOCK FOR THE SER-
VICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO
THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBIL-
ITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO MAT-
TERS STATED IN THE SUPPLEMENTAL CONDITIONS ADDENDUM. IN THE EVENT OF AN EMER-
GENCY, AGENCY SHOULD CONTACT 911 AND SHOULD NOT RELY ON THE SERVICES.
8.2 Additional No-Fee Term Requirements. IN NO EVENT SHALL FLOCK’S AGGREGATE LIABILITY,
IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE NO-FEE TERM EXCEED $100, WITH-
OUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLI-
GENCE), PRODUCT LIABILITY OR OTHERWISE. Except for Flock’s willful acts, Agency agrees to pay for
Flock’s attorneys ’fees to defend Flock for any alleged or actual claims arising out of or in any way related
to the No-Fee Term.
8.3 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts
and omissions of its own employees, deputies, officers, or agents, in connection with the performance of
their official duties under this Agreement. Each Party to this Agreement shall be liable (if at all) only for the
torts of its own officers, agents, or employees that occur within the scope of their official duties. Agency will
not pursue any claims or actions against Flock’s suppliers.
8.4 Indemnity. Agency hereby agrees to indemnify and hold harmless Flock against any damages, losses,
liabilities, settlements and expenses (including without limitation costs and attorneys ’fees) in connection
with any claim or action that arises from an alleged violation of Section 3.2, a breach of this Agreement,
Agency’s Installation Obligations, Agency’s sharing of any data in connection with the Flock system, Flock
employees or agent or Non-Agency End Users, or otherwise from Agency’s use of the Services, Hardware
and any Software, including any claim that such actions violate any applicable law or third party right. Alt-
hough Flock has no obligation to monitor Agency’s use of the Services, Flock may do so and may prohibit
any use of the Services it believes may be (or alleged to be) in violation of the Section 3.2 or this Agree-
ment.
9. RECORD RETENTION
9.1 Data Preservation. The Agency agrees to store Agency Data and Non-Agency End User Data in com-
pliance with all applicable local, state and federal laws, regulations, policies and ordinances and their asso-
ciated record retention schedules. As part of Agency’s consideration for paid access and no-fee access to
the Flock System, to the extent that Flock is required by local, state or federal law to store the Agency Data
or the Non-Agency End User Data, Agency agrees to preserve and securely store this data on Flock’s be-
half so that Flock can delete the data from its servers and, should Flock be legally compelled by judicial or
government order, Flock may retrieve the data from Agency upon demand.
10. MISCELLANEOUS
10.1 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 and enforceable.
10.2 Assignment. This Agreement is not assignable, transferable or sublicensable by Agency except with
Flock’s prior written consent. Flock may transfer and assign any of its rights and obligations, in whole or in
part, under this Agreement without consent.
10.3 Entire Agreement. This Agreement and the Order Form(s) are the complete and exclusive statement
of the mutual understanding of the parties and supersedes and cancels all previous written and oral agree-
ments, communications and other understandings relating to the subject matter of this Agreement, and that
all waivers and modifications must be in a writing signed by both parties, except as otherwise provided
herein. None of Agency’s purchase orders, authorizations or similar documents will alter the terms of this
Agreement, and any such conflicting terms are expressly rejected.
10.4 Relationship. No agency, partnership, joint venture, or employment is created as a result of this
Agreement and Agency does not have any authority of any kind to bind Flock in any respect whatsoever.
10.5 Costs and Attorneys ’Fees. In any action or proceeding to enforce rights under this Agreement, the
prevailing party will be entitled to recover costs and attorneys ’fees.
10.6 Governing Law; Venue. This Agreement shall be governed by the laws of the State of California
without regard to its conflict of laws provisions. The federal and state courts sitting in California will have
proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the sub-
ject matter of this Agreement. The parties agree that the United Nations Convention for the International
Sale of Goods is excluded in its entirety from this Agreement.
10.7 Publicity. Flock has the right to reference and use Agency’s name and trademarks and disclose the
nature of the Services provided hereunder in each case in business and development and marketing ef-
forts, including without limitation on Flock’s website.
10.8 Export. Agency 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 Of-
fice of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR
section 2.101, the Services, the Hardware, the Embedded Software and Documentation are “commercial
items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer
software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202
and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure
of such commercial software or commercial software documentation by the U.S. Government will be gov-
erned solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted
by the terms of this Agreement.
10.9 Headings. The headings are merely for organization and should not be construed as adding meaning
to the Agreement or interpreting the associated Sections.
10.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
10.11 Authority. Each of the below signers of this Agreement represent that they understand this Agree-
ment and have the authority to sign on behalf of and bind the organizations and individuals they are repre-
senting.
10.12 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly
given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by fac-
simile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery ser-
vice; and upon receipt, if sent by certified or registered mail, return receipt requested.
EXHIBIT B
INSURANCE REQUIREMENTS
1) Insurance. [CITY RISK MANAGER TO REVIEW PRIOR TO EACH USE]
(1) Time for Compliance. Consultant shall not commence work under this Agreement until it has provided
evidence satisfactory to the City that it has secured all insurance required under this section. In addition,
Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided
evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.
(2) Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for
work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Con-
sultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full
force and effect during the term of the Agreement the following policies of insurance. If the existing policies
do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or en-
dorse the policies to do so.
(a) Commercial General Liability: Commercial General Liability Insurance which affords coverage at
least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits
of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense
costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting
coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another
(cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
(b) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as
Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering
bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for
each occurrence. [***NOTE: If Consultant does not own any company vehicles or may not be able to
purchase a Business Automobile Insurance Policy, the requirement may be satisfied by providing
either of the following: (1) a Personal Automobile Liability policy for the Consultant's own vehicle stipulating
"Automobile Liability Insurance with a limit of not less than $1,000,000 each accident"; or (2) a non-owned
auto endorsement to the Commercial General Liability policy if Consultant uses vehicles of others (e.g.,
vehicles of employees). ALWAYS DELETE THIS SECTION IF NOT USED.***]
(c) Workers' Compensation: Workers' Compensation Insurance, as required by the State of California
and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and
disease.
(d) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions
insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered profes-
sional services shall specifically include all work to be performed under the Agreement and delete any ex-
clusions that may potentially affect the work to be performed (for example, any exclusions relating to lead,
asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is
written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement
and continuous coverage will be maintained or an extended reporting period will be exercised for a period of
at least three (3) years from termination or expiration of this Agreement.
(3) Insurance Endorsements. Required insurance policies shall contain the following provisions, or Con-
sultant shall provide endorsements on forms approved by the City to add the following provisions to the
insurance policies:
(a) Commercial General Liability [INSERT "and Pollution Liability"; OTHERWISE, ALWAYS DELETE]:
(i) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be addi-
tional insureds with regard to liability and defense of suits or claims arising out of the performance of the
Agreement.
i. Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "con-
tractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions
contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insur-
ance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or en-
dorsements providing the exact same coverage) to effectuate this requirement.
(ii) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty
(30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed
for non-payment of premium.
(b) Automobile Liability:
(c) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty
(30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed
for non-payment of premium.
(4) Professional Liability (Errors & Omissions):
(a) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty
(30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed
for non-payment of premium.
(b) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to
this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the
insurer’s duty to defend.
(5) Workers' Compensation:
(a) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty
(30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed
for non-payment of premium.
(b) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subroga-
tion against the City, its officials, officers, employees, agents, and volunteers.
(6) Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile
Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the
City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance.
Policies shall contain or be endorsed to contain such provisions.
(7) Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insur-
ance shall contain or be endorsed to waive subrogation against the City, its officials, officers, employees,
agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in com-
pliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its
own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall
require similar written express waivers and insurance clauses from each of its subconsultants.
(8) Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved
in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the
same manner and to the same extent as they would have been protected had the policy or policies not
contained a deductible or self-insured retention.
(9) Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a
condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies,
or original certificates on forms approved by the City, together with all endorsements affecting each policy.
Required insurance policies shall not be in compliance if they include any limiting provision or endorsement
that has not been submitted to the City for approval. 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 cov-
erage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced
and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten
(10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evi-
dence of insurance showing that the required insurance has been reinstated or has been provided through
another insurance company or companies.
(10) Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement
does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse
in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and
any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient
to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon
notice.
(11) Acceptability of Insurers. Each such policy shall be from a company or companies with a current
A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of
California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions
of the California Insurance Code or any federal law.
(12) Enforcement of Agreement Provisions (non estoppel). Consultant acknowledges and agrees that
actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement
imposes no additional obligation on the City nor does it waive any rights hereunder.
(13) Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this
Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any cov-
erage normally provided by any insurance.
(14) Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for
Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consult-
ant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance
with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees,
agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial
General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agree-
ment shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as addi-
tional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent cover-
age. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this
Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance re-
quirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evi-
dence of compliance with this section upon request of the City.
Sole Source Letter for Flock Safety ALPR Cameras and Solution
Flock Safety is the sole manufacturer and developer of the Flock Safety ALPR Camera. 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 is the only Law Enforcement Grade ALPR System to offer
the following combination of features:
●Machine vision to analyze vehicle license plate, state recognition, vehicle color, vehicle
type, and vehicle make
●Machine vision to capture and identify characteristics of vehicles with a paper license
plates and vehicles with the absence of a license plate
●Ability to capture two (2) lanes of traffic simultaneously with a single camera from a
vertical mass
●Wireless deployment of 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
●Ability to capture and process up to 30,000 vehicles per day with a single camera
powered exclusively by solar power
●On device machine processing to limit LTE bandwidth consumption
●Cloud storage of footage
●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
●Privacy controls to enable certain vehicles to “opt-out” of being captured on film
●Performance monitoring software to predict potential failures, obstructions, tilts, and
other critical or minor issues
●Covert industrial design for minimizing visual pollution
Thank you,
Garrett Langley
CEO, Flock Safety
1170 Howell Mill Rd. NW · Suite 210, Atlanta, GA 30318
RESOLUTION NO. 2021-__
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAKE
ELSINORE, CALIFORNIA ADOPTING A LICENSE PLATE
CAMERA/ALPR USAGE AND PRIVACY POLICY
WHEREAS, the City of Lake Elsinore may utilize Automated License Plate Recognition
(ALPR) technology to assist law enforcement in proactive enforcement efforts on auto-theft and
other criminal activity and prevent other serious crimes; and
WHEREAS, the ALPR system is a searchable computerized database resulting from the
operation of one or more mobile or fixed cameras combined with computer algorithms to read
and convert images of license plates and the characters they contain into computer-readable
data (“ALPR data”); and
WHEREAS, the information obtained by the ALPRs is considered “personal information”
and subject to specific privacy and security requirements under applicable state law (SB 34)
requiring the end-users to adopt a License Plate Camera Privacy Policy.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAKE ELSINORE DOES
HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section 1. Purpose.
The purpose of this Policy is to set forth the procedures for use of license plate imaging systems
and equipment conducted in the course and scope of providing law enforcement, prosecutorial
and crime prevention services as well as establishing use and data retention policies. The City
will only make the data available to the Riverside County Sheriff’s Office (RSO), which provides
law enforcement services for the City, or other law enforcement or prosecutorial agency upon
request from those agencies. Once the data is obtained by any law enforcement or
prosecutorial agency, the usage and privacy policies of that agency apply.
Section 2. Authorized Purposes for Using the License Plate Cameras and Collecting
Photographic License Plate Images and/or ALPR Data.
The purpose for using ALPR data is to deter criminal activity and to aid law enforcement in its
investigation and prosecution of possible crimes.
Section 3. Person Authorized to Access or Collect License Plate Image/ALPR Data.
The ALPR camera system is installed and maintained by an independent contractor using
proprietary technology. Footage is held temporarily on the camera for initial processing. All data
is then securely stored in a cloud-based server where all data (both footage and metadata) is
fully encrypted and automatically deleted every thirty (30) days. The ALPR system shall only be
accessed or used by sworn the City Manager, RSO Officers. The independent contractor shall
not access footage without explicit, written permission from the City to help collect evidence in
the event of a crime and shall not share, sell, or monetize ALPR data.
CITY COUNCIL RESOLUTION NO. 2021-__
PAGE 2 OF 3
Section 4. Training.
Training on the use of ALPR cameras shall be provided by the City Manager in cooperation with
RSO and the independent contractor retained by the City for this purpose.
Section 5. How the License Plate Cameras will be monitored to Ensure Security of the
Information and Compliance with Applicable Privacy Laws.
ALPR data is confidential and shall not be shared or open to the public for review. ALPR data
may only be shared with other law enforcement or prosecutorial agencies for official law
enforcement purposes in accordance with this Policy. Data shall not be used for any non-work-
related purposes and all uses shall take into consideration the privacy, civil rights, and civil
liberties of individuals.
All information collected and stored as part of the license plate recognition system, including
ALPR data shall be closely safeguarded and protected by both procedural and technological
means and shall be securely stored in either (a) a specific secure location chosen by the City
Manager, or (b) a secured cloud-based server. Unless and until the information is requested by
law enforcement, and in accordance with the retention schedule in paragraph 8 below, only the
City Manager shall have access to the information.
Section 6. The purposes of, process for, and restrictions on, the sale, sharing, or
transfer of ALPR data to other persons.
All ALPR data access requires a username and password for access that is available only to the
City Manager and authorized sworn RSO Officers. Access to ALPR data may be provided by
the City Manager to other law enforcement or prosecutorial agencies for official law enforcement
purposes only.
Once ALPR data is obtained by a law enforcement agency, it shall become the property of that
agency, and the City of Lake Elsinore shall have no responsibility for that data and shall not be
required to maintain any copy thereof.
Section 7. The Title of the Official Custodian, or Owner, of the License Plate Cameras
responsible for implementing this Policy.
The City Manager shall be responsible for implementing this Policy.
Section 8. A Description of the Reasonable Measures that will be used to ensure the
Accuracy of License Plate Recognition Data and Correction of Data Errors.
The ALPR system shall be monitored and maintained by the independent contractor to ensure
functionality, reliability and functionality in accordance with specific terms and conditions of the
applicable agreement.
CITY COUNCIL RESOLUTION NO. 2021-__
PAGE 3 OF 3
Section 9. The Length of Time the License Plate Image Data Will be Retained, and the
Process Utilized to Determine if and when to Destroy Data.
ALPR data shall be stored in a secured cloud-based server for a minimum of thirty (30) days
and then permanently deleted.
Section 10. Security Procedures to Protect ALPR Data.
The City Manager shall maintain reasonable security procedures including operational,
administrative, technical, and physical safeguards to protect ALPR image data from
unauthorized access, destruction, use, modification, or disclosure.
Section 11. Notice of Breach of Security.
In the event of a breach of security of license plate image data, the City will, pursuant to Civil
Code section 1798.29 (i)(3), provide notice of said breach by posting conspicuous notice thereof
on the City’s website for a minimum of 30 days, and by notifying major statewide media and the
Office of Information Security within the Department of Technology.
Section 12. Effective Date.
This Resolution shall take effect from and after the date of its passage and adoption.
PASSED, APPROVED AND ADOPTED this 23rd day of February, 2021.
____________________________________
Robert E. Magee, Mayor
City of Lake Elsinore City Council
ATTEST:
______________________________
Candice Alvarez, MMC, City Clerk
APPROVED AS TO FORM:
_____________________________
Barbara Leibold, City Attorney