2023-25 Flock Group - ALPR Camera SystemMEMORANDUM
DATE: April 13, 2023
TO: Jon McMillen, City Manager
FROM: Martha Mendez, Public Safety Manager
RE: Agreement for Contract Services with Flock Group, Inc., to install an automatic license plate reader system .
Please list the Contracting Party / Vendor Name, type of agreement to be executed, including any change orders or
amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name.
Authority to execute this agreement is based upon:
Approved by City Council on April 4, 2023
City Manager's signing authority provided under the City's Purchasing Police
[Resolution No. 2019-021] for budget expenditures of $50,000 or less.
Department Director's or Manager's signing authority provided under the City's
Purchasing Policy [Resolution No. 2019-021] for budget expenditures of $15,000 and
$5,000, respectively, or less.
Procurement Method (one must apply):
Bid RFP n RFQ [ 3 written informal bids
Sole Source
Select Source U Cooperative Procurement
Requesting department shall check and attach the items below as appropriate:
101-6004-60194
Agreement payment will be charged to Account No.:
Agreement term: Start Date April 15, 2023 End Date April 14, 2025,
Amount of Agreement, Amendment, Change Order, etc.: $ 369,150.00
REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount,
not individual Amendments or Change Orders!
Insurance certificates as required by the Agreement for Risk Manager approval
Approved by: Monika Radeva Date: 4/14/2023
Bonds (originals) as required by the Agreement (Performance, Payment, etc.)
Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
NOTE: Review the "Form 700 Disclosure for Consultants" guidance to determine if a Form 700 is
required pursuant FPPC regulation 18701(2)
Business License No. Pending
Expires:
Requisition for a Purchase Order has been prepared (Agreements over $5,000)
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AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and
entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal
corporation, and Flock Group, Inc. with a place of business at 1170 Howell Mill Rd NW
Suite 210, Atlanta, GA 30318 ("Contracting Party"). The parties hereto agree as follows:
1. SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Contracting Party shall provide those services related to Flock's Automated
License Reader services, including software and hardware, as specified in the "Scope of
Services" attached hereto as "Exhibit A" and incorporated herein by this reference (the
"Services"). Notwithstanding any provisions in Exhibit A to the contrary, the terms and
conditions in this Agreement excluding Exhibit A shall supersede, govern, and control in
the event that there are any inconsistencies or direct or indirect conflicting provisions in
Exhibit A, it being expressly understood and agreed by the Parties that Contracting Party
has requested that it's form agreement be attached to this Agreement as Exhibit A.
Contracting Party represents and warrants that Contracting Party is a provider of first-
class work and/or services and Contracting Party is experienced in performing the
Services contemplated herein and, in light of such status and experience, Contracting
Party covenants that it shall follow industry standards in performing the Services required
hereunder, and that all materials, if any, will be of good quality, fit for the purpose
intended. For purposes of this Agreement, the phrase "industry standards" shall mean
those standards of practice recognized by one or more first-class firms performing similar
services under similar circumstances.
1.2 Compliance with Law. All Services rendered hereunder shall be provided
in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of
the City and any Federal, State, or local governmental agency of competent jurisdiction.
1.3 Wage and Hour Compliance, Contracting Party shall comply with applicable
Federal, State, and local wage and hour laws.
1.4 Licenses, Permits, Fees and Assessments. Except as otherwise specified
herein, Contracting Party shall obtain at its sole cost and expense such licenses, permits,
and approvals as may be required by law for the performance of the Services required by
this Agreement, including a City of La Quinta business license. Contracting Party and its
employees, agents, and subcontractors shall, at their sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits, and approvals
that are legally required for the performance of the Services required by this Agreement.
Contracting Party shall have the sole obligation to pay for any fees, assessments, and
taxes, plus applicable penalties and interest, which may be imposed by law and arise
from or are necessary for the performance of the Services required by this Agreement,
and shall indemnify, defend (with counsel selected by City), and hold City, its elected
officials, officers, employees, and agents, free and harmless against any such fees,
assessments, taxes, penalties, or interest levied, assessed, or imposed against City
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hereunder. Contracting Party shall be responsible for all subcontractors' compliance with
this Section.
1.5 Familiarity with Work. By executing this Agreement, Contracting Party
warrants that (a) it has thoroughly investigated and considered the Services to be
performed, (b) it has investigated the site where the Services are to be performed, if any,
and fully acquainted itself with the conditions there existing, (c) it has carefully considered
how the Services should be performed, and (d) it fully understands the facilities,
difficulties, and restrictions attending performance of the Services under this Agreement.
Should Contracting Party discover any latent or unknown conditions materially differing
from those inherent in the Services or as represented by City, Contracting Party shall
immediately inform City of such fact and shall not proceed except at Contracting Party's
risk until written instructions are received from the Contract Officer, or assigned
designee (as defined in Section 4.2 hereof).
1.6 Standard of Care. Contracting Party acknowledges and understands that
the Services contracted for under this Agreement require specialized skills and abilities
and that, consistent with this understanding, Contracting Party's work will be held to an
industry standard of quality and workmanship. Consistent with Section 1.5 hereinabove,
Contracting Party represents to City that it holds the necessary skills and abilities to satisfy
the industry standard of quality as set forth in this Agreement. Contracting Party shall
adopt reasonable methods during the life of this Agreement to furnish continuous
protection to the Services performed by Contracting Party, and the equipment, materials,
papers, and other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the Services
by City, except such losses or damages as may be caused by City's own negligence.
The performance of Services by Contracting Party shall not relieve Contracting Party from
any obligation to correct any incomplete, inaccurate, or defective work at no further cost
to City, when such inaccuracies are due to the negligence of Contracting Party.
1.7 Additional Services. In accordance with the terms and conditions of this
Agreement, Contracting Party shall perform services in addition to those specified in the
Scope of Services ("Additional Services") only when directed to do so by the Contract
Officer, or assigned designee, provided that Contracting Party shall not be required to
perform any Additional Services without compensation. Contracting Party shall not
perform any Additional Services until receiving prior written authorization (in the form of
a written change order if Contracting Party is a contractor performing the Services) from
the Contract Officer, or assigned designee, incorporating therein any adjustment in
(i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said
adjustments are subject to the written approval of Contracting Party. It is expressly
understood by Contracting Party that the provisions of this Section shall not apply to the
Services specifically set forth in the Scope of Services or reasonably contemplated
therein. It is specifically understood and agreed that oral requests and/or approvals of
Additional Services shall be barred and are unenforceable. Failure of Contracting Party
to secure the Contract Officer's, or assigned designee's written authorization for
Additional Services shall constitute a waiver of any and all right to adjustment of the
Contract Sum or time to perform this Agreement, whether by way of compensation,
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restitution, quantum meruit, or the like, for Additional Services provided without the
appropriate authorization from the Contract Officer or assigned designee.
Compensation for properly authorized Additional Services shall be made in accordance
with Section 2.3 of this Agreement.
1.8 Special Requirements. Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in "Exhibit D" (the "Special
Requirements"), which is incorporated herein by this reference and expressly made a part
hereof. In the event of a conflict between the provisions of the Special Requirements and
any other provisions of this Agreement, the provisions of the Special Requirements shall
govern.
2. COMPENSATION.
2.1 Contract Sum. For the Services rendered pursuant to this Agreement,
Contracting Party shall be compensated in accordance with "Exhibit B" (the "Schedule of
Compensation") in a total amount not to exceed One Hundred Ninety -Six Thousand, Six
Hundred Fifty Dollars ($196,650.00), during the first year of the term and One Hundred
Seventy -Two Thousand, Five Hundred Dollars $172,500 for each subsequent year. (the
"Contract Sum"), except as provided in Section 1.7. The method of compensation set
forth in the Schedule of Compensation may include a lump sum payment upon
completion, payment in accordance with the percentage of completion of the Services,
payment for time and materials based upon Contracting Party's rate schedule, but not
exceeding the Contract Sum, or such other reasonable methods as may be specified in
the Schedule of Compensation. The Contract Sum shall include the attendance of
Contracting Party at all project meetings reasonably deemed necessary by City;
Contracting Party shall not be entitled to any additional compensation for attending said
meetings. Compensation may include reimbursement for actual and necessary
expenditures for reproduction costs, transportation expense, telephone expense, and
similar costs and expenses when and if specified in the Schedule of Compensation.
Regardless of the method of compensation set forth in the Schedule of Compensation,
Contracting Party's overall compensation shall not exceed the Contract Sum, except as
provided in Section 1.7 of this Agreement.
2.2 Method of Billing & Payment. Any month in which Contracting Party wishes
to receive payment, Contracting Party shall submit to City no later than the tenth
(10th) working day of such month, in the form approved by City's Finance Director, an
invoice for Services rendered prior to the date of the invoice. Such invoice shall
(1) describe in detail the Services provided, including time and materials, and (2) specify
each staff member who has provided Services and the number of hours assigned to each
such staff member. Such invoice shall contain a certification by a principal member of
Contracting Party specifying that the payment requested is for Services performed in
accordance with the terms of this Agreement. Upon approval in writing by the Contract
Officer, or assigned designee, and subject to retention pursuant to Section 8.3, City will
pay Contracting Party for all items stated thereon which are approved by City pursuant to
this Agreement no later than thirty (30) days after invoices are received by the City's
Finance Department.
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2.3 Compensation for Additional Services. Additional Services approved in
advance by the Contract Officer, or assigned designee, pursuant to Section 1.7 of this
Agreement shall be paid for in an amount agreed to in writing by both City and Contracting
Party in advance of the Additional Services being rendered by Contracting Party. Any
compensation for Additional Services amounting to five percent (5%) or less of the
Contract Sum may be approved by the Contract Officer or assigned designee. Any
greater amount of compensation for Additional Services must be approved by the La
Quinta City Council, the City Manager, or Department Director, depending upon City laws,
regulations, rules, and procedures concerning public contracting. Under no
circumstances shall Contracting Party receive compensation for any Additional Services
unless prior written approval for the Additional Services is obtained from the Contract
Officer, or assigned designee, pursuant to Section 1.7 of this Agreement.
3. PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement. If the Services not completed in accordance with the Schedule of
Performance, as set forth in Section 3.2 and "Exhibit C", it is understood that the City will
suffer damage.
3.2 Schedule of Performance. All Services rendered pursuant to this
Agreement shall be performed diligently and within the time period established in "Exhibit
C" (the "Schedule of Performance"). Extensions to the time period specified in the
Schedule of Performance may be approved in writing by the Contract Officer or assigned
designee.
3.3 Force Majeure. The time period specified in the Schedule of Performance
for performance of the Services rendered pursuant to this Agreement shall be extended
because of any delays due to unforeseeable causes beyond the control and without the
fault or negligence of Contracting Party, including, but not restricted to, acts of God or of
the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots,
strikes, freight embargoes, acts of any governmental agency other than City, and
unusually severe weather, if Contracting Party shall within ten (10) days of the
commencement of such delay notify the Contract Officer, or assigned designee, in
writing of the causes of the delay. The Contract Officer, or assigned designee, shall
ascertain the facts and the extent of delay, and extend the time for performing the
Services for the period of the forced delay when and if in the Contract Officer's judgment
such delay is justified, and the Contract Officer's determination, or assigned designee,
shall be final and conclusive upon the parties to this Agreement. Extensions to time
period in the Schedule of Performance which are determined by the Contract Officer, or
assigned designee, to be justified pursuant to this Section shall not entitle the
Contracting Party to additional compensation in excess of the Contract Sum.
3.4 Term. Unless earlier terminated in accordance with the provisions in
Article 8.0 of this Agreement, the term of this agreement shall commence on April 15,
2023, and terminate on April 14, 2025 ("Initial Term"). This Agreement may be extended
for two (2) additional year(s) upon mutual agreement by both parties ("Extended Term"),
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and executed in writing. The Initial Term and, if applicable the Extended Term, are
defined to be the "Term" of the Agreement.
4. COORDINATION OF WORK.
4.1 Representative of Contracting Party. The following principals of Contracting
Party ("Principals") are hereby designated as being the principals and representatives of
Contracting Party authorized to act in its behalf with respect to the Services specified
herein and make all decisions in connection therewith:
(a) Flock Group Inc.
1170 Howell
Mill Road NW, Ste 210
Atlanta, GA 30318
ATTN: Legal
(b) City of La Quinta
78495 Calle Tampico
La Quinta, CA 92253
ATTN: Public Safety Manager
It is expressly understood that the experience, knowledge, capability, and
reputation of the foregoing Principals were a substantial inducement for City to enter into
this Agreement. Therefore, the foregoing Principals shall be responsible during the term
of this Agreement for directing all activities of Contracting Party and devoting sufficient
time to personally supervise the Services hereunder. For purposes of this Agreement,
the foregoing Principals may not be changed by Contracting Party and no other personnel
may be assigned to perform the Services required hereunder without the express written
approval of City.
4.2 Contract Officer. The "Contract Officer", otherwise known as the Public
Safety Manager or assigned designee may be designated in writing by the City
Manager of the City. It shall be Contracting Party's responsibility to assure that the
Contract Officer, or assigned designee, is kept informed of the progress of the
performance of the Services, and Contracting Party shall refer any decisions, that must
be made by City to the Contract Officer or assigned designee. Unless otherwise
specified herein, any approval of City required hereunder shall mean the approval of the
Contract Officer, or assigned designee. The Contract Officer, or assigned designee,
shall have authority to sign all documents on behalf of City required hereunder to carry
out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability, and reputation of Contracting Party, its principals, and its
employees were a substantial inducement for City to enter into this Agreement. Except
as set forth in this Agreement, Contracting Party shall not contract or subcontract with
any other entity to perform in whole or in part the Services required hereunder without the
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express written approval of City. In addition, neither this Agreement nor any interest
herein may be transferred, assigned, conveyed, hypothecated, or encumbered,
voluntarily or by operation of law, without the prior written approval of City. Transfers
restricted hereunder shall include the transfer to any person or group of persons acting in
concert of more than twenty five percent (25%) of the present ownership and/or control
of Contracting Party, taking all transfers into account on a cumulative basis. Any
attempted or purported assignment or contracting or subcontracting by Contracting Party
without City's express written approval shall be null, void, and of no effect. No approved
transfer shall release Contracting Party of any liability hereunder without the express
consent of City.
4.4 Independent Contractor. Neither City nor any of its employees shall have
any control over the manner, mode, or means by which Contracting Party, its agents, or
its employees, perform the Services required herein, except as otherwise set forth herein.
City shall have no voice in the selection, discharge, supervision, or control of Contracting
Party's employees, servants, representatives, or agents, or in fixing their number or hours
of service. Contracting Party shall perform all Services required herein as an independent
contractor of City and shall remain at all times as to City a wholly independent contractor
with only such obligations as are consistent with that role. Contracting Party shall not at
any time or in any manner represent that it or any of its agents or employees are agents
or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Contracting Party in its business or otherwise or a joint venture or a
member of any joint enterprise with Contracting Party. Contracting Party shall have no
power to incur any debt, obligation, or liability on behalf of City. Contracting Party shall
not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. Except for the Contract Sum paid to Contracting Party as
provided in this Agreement, City shall not pay salaries, wages, or other compensation to
Contracting Party for performing the Services hereunder for City. City shall not be liable
for compensation or indemnification to Contracting Party for injury or sickness arising out
of performing the Services hereunder. Notwithstanding any other City, state, or federal
policy, rule, regulation, law, or ordinance to the contrary, Contracting Party and any of its
employees, agents, and subcontractors providing services under this Agreement shall not
qualify for or become entitled to any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public Employees
Retirement System ("PERS") as an employee of City and entitlement to any contribution
to be paid by City for employer contributions and/or employee contributions for PERS
benefits. Contracting Party agrees to pay all required taxes on amounts paid to
Contracting Party under this Agreement, and to indemnify and hold City harmless from
any and all taxes, assessments, penalties, and interest asserted against City by reason
of the independent contractor relationship created by this Agreement. Contracting Party
shall fully comply with the workers' compensation laws regarding Contracting Party and
Contracting Party's employees. Contracting Party further agrees to indemnify and hold
City harmless from any failure of Contracting Party to comply with applicable workers'
compensation laws. City shall have the right to offset against the amount of any payment
due to Contracting Party under this Agreement any amount due to City from Contracting
Party as a result of Contracting Party's failure to promptly pay to City any reimbursement
or indemnification arising under this Section.
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4.5 Identity of Persons Performing Work. Contracting Party represents that it
employs or will employ at its own expense all personnel required for the satisfactory
performance of any and all of the Services set forth herein. Contracting Party represents
that the Services required herein will be performed by Contracting Party or under its direct
supervision, and that all personnel engaged in such work shall be fully qualified and shall
be authorized and permitted under applicable State and local law to perform such tasks
and services.
4.6 City Cooperation. City shall provide Contracting Party with any plans,
publications, reports, statistics, records, or other data or information pertinent to the
Services to be performed hereunder which are reasonably available to Contracting Party
only from or through action by City.
5. INSURANCE.
5.1 Insurance. Prior to the beginning of any Services under this Agreement and
throughout the duration of the term of this Agreement, Contracting Party shall procure
and maintain, at its sole cost and expense, and submit concurrently with its execution of
this Agreement, policies of insurance as set forth in "Exhibit E" (the "Insurance
Requirements") which is incorporated herein by this reference and expressly made a part
hereof.
5.2 Proof of Insurance. Contracting Party shall provide Certificate of Insurance
to Agency along with all required endorsements. Certificate of Insurance and
endorsements must be approved by Agency's Risk Manager prior to commencement of
performance.
6. INDEMNIFICATION.
6.1 Indemnification. To the fullest extent permitted by law, Contracting Party
shall indemnify, protect, defend (with counsel selected by City), and hold harmless City
and any and all of its officers, employees, agents, and volunteers as set forth in "Exhibit
F" ("Indemnification") which is incorporated herein by this reference and expressly made
a part hereof.
7. RECORDS AND REPORTS.
7.1 Reports. Contracting Party shall periodically prepare and submit to the
Contract Officer, or assigned designee, such reports concerning Contracting Party's
performance of the Services required by this Agreement as the Contract Officer, or
assigned designee, shall require. Contracting Party hereby acknowledges that City is
greatly concerned about the cost of the Services to be performed pursuant to this
Agreement. For this reason, Contracting Party agrees that if Contracting Party becomes
aware of any facts, circumstances, techniques, or events that may or will materially
increase or decrease the cost of the Services contemplated herein or, if Contracting Party
is providing design services, the cost of the project being designed, Contracting Party
shall promptly notify the Contract Officer, or assigned designee, of said fact,
circumstance, technique, or event and the estimated increased or decreased cost related
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thereto and, if Contracting Party is providing design services, the estimated increased or
decreased cost estimate for the project being designed.
7.2 Records. Contracting Party shall keep, and require any subcontractors to
keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports
(including but not limited to payroll reports), studies, or other documents relating to the
disbursements charged to City and the Services performed hereunder (the "Books and
Records"), as shall be necessary to perform the Services required by this Agreement and
enable the Contract Officer, or assigned designee, to evaluate the performance of such
Services. Any and all such Books and Records shall be maintained in accordance with
generally accepted accounting principles and shall be complete and detailed. The
Contract Officer, or assigned designee, shall have full and free access to such Books
and Records at all times during normal business hours of City, including the right to
inspect, copy, audit, and make records and transcripts from such Books and Records.
Such Books and Records shall be maintained for a period of three (3) years following
completion of the Services hereunder, and City shall have access to such Books and
Records in the event any audit is required. In the event of dissolution of Contracting
Party's business, custody of the Books and Records may be given to City, and access
shall be provided by Contracting Party's successor in interest. Under California
Government Code Section 8546.7, if the amount of public funds expended under this
Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject
to the examination and audit of the State Auditor, at the request of City or as part of any
audit of City, for a period of three (3) years after final payment under this Agreement.
7.3 Ownership of Documents. All drawings, specifications, maps, designs,
photographs, studies, surveys, data, notes, computer files, reports, records, documents,
and other materials plans, drawings, estimates, test data, survey results, models,
renderings, and other documents or works of authorship fixed in any tangible medium of
expression, including but not limited to, physical drawings, digital renderings, or data
stored digitally, magnetically, or in any other medium prepared or caused to be prepared
by Contracting Party, its employees, subcontractors, and agents in the performance of
this Agreement (the "Documents and Materials") shall be the property of City and shall be
delivered to City upon request of the Contract Officer, or assigned designee, or upon
the expiration or termination of this Agreement, and Contracting Party shall have no claim
for further employment or additional compensation as a result of the exercise by City of
its full rights of ownership use, reuse, or assignment of the Documents and Materials
hereunder. Any use, reuse or assignment of such completed Documents and Materials
for other projects and/or use of uncompleted documents without specific written
authorization by Contracting Party will be at City's sole risk and without liability to
Contracting Party, and Contracting Party's guarantee and warranties shall not extend to
such use, revise, or assignment. Contracting Party may retain copies of such Documents
and Materials for its own use. Contracting Party shall have an unrestricted right to use
the concepts embodied therein. All subcontractors shall provide for assignment to City
of any Documents and Materials prepared by them, and in the event Contracting Party
fails to secure such assignment, Contracting Party shall indemnify City for all damages
resulting therefrom.
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7.4 In the event City or any person, firm, or corporation authorized by City
reuses said Documents and Materials without written verification or adaptation by
Contracting Party for the specific purpose intended and causes to be made or makes any
changes or alterations in said Documents and Materials, City hereby releases,
discharges, and exonerates Contracting Party from liability resulting from said change.
The provisions of this clause shall survive the termination or expiration of this Agreement
and shall thereafter remain in full force and effect.
7.5 Licensing of Intellectual Property. This Agreement creates a non-exclusive
and perpetual license for City to copy, use, modify, reuse, or sublicense any and all
copyrights, designs, rights of reproduction, and other intellectual property embodied in
the Documents and Materials. Contracting Party shall require all subcontractors, if any,
to agree in writing that City is granted a non-exclusive and perpetual license for the
Documents and Materials the subcontractor prepares under this Agreement. Contracting
Party represents and warrants that Contracting Party has the legal right to license any
and all of the Documents and Materials. Contracting Party makes no such representation
and warranty in regard to the Documents and Materials which were prepared by design
professionals other than Contracting Party or provided to Contracting Party by City. City
shall not be limited in any way in its use of the Documents and Materials at any time,
provided that any such use not within the purposes intended by this Agreement shall be
at City's sole risk.
7.6 Release of Documents. The Documents and Materials shall not be
released publicly without the prior written approval of the Contract Officer, or assigned
designee, or as required by law. Contracting Party shall not disclose to any other entity
or person any information regarding the activities of City, except as required by law or as
authorized by City.
7.7 Confidential or Personal Identifying Information. Contracting Party
covenants that all City data, data lists, trade secrets, documents with personal identifying
information, documents that are not public records, draft documents, discussion notes, or
other information, if any, developed or received by Contracting Party or provided for
performance of this Agreement are deemed confidential and shall not be disclosed by
Contracting Party to any person or entity without prior written authorization by City or
unless required by law. City shall grant authorization for disclosure if required by any
lawful administrative or legal proceeding, court order, or similar directive with the force of
law. All City data, data lists, trade secrets, documents with personal identifying
information, documents that are not public records, draft documents, discussions, or other
information shall be returned to City upon the termination or expiration of this Agreement.
Contracting Party's covenant under this section shall survive the termination or expiration
of this Agreement.
8. ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be interpreted, construed, and
governed both as to validity and to performance of the parties in accordance with the laws
of the State of California. Legal actions concerning any dispute, claim, or matter arising
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out of or in relation to this Agreement shall be instituted in the Superior Court of the County
of Riverside, State of California, or any other appropriate court in such county, and
Contracting Party covenants and agrees to submit to the personal jurisdiction of such
court in the event of such action.
8.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefore. The injured party shall continue performing its obligations hereunder so long
as the injuring party commences to cure such default within ten (10) days of service of
such notice and completes the cure of such default within forty-five (45) days after service
of the notice, or such longer period as may be permitted by the Contract Officer, or
assigned designee; provided that if the default is an immediate danger to the health,
safety, or general welfare, City may take such immediate action as City deems warranted.
Compliance with the provisions of this Section shall be a condition precedent to
termination of this Agreement for cause and to any legal action, and such compliance
shall not be a waiver of any party's right to take legal action in the event that the dispute
is not cured, provided that nothing herein shall limit City's right to terminate this
Agreement without cause pursuant to this Article 8.0. During the period of time that
Contracting Party is in default, City shall hold all invoices and shall, when the default is
cured, proceed with payment on the invoices. In the alternative, City may, in its sole
discretion, elect to pay some or all of the outstanding invoices during any period of default.
8.3 Retention of Funds. City may withhold from any monies payable to
Contracting Party sufficient funds to compensate City for any losses, costs, liabilities, or
damages it reasonably believes were suffered by City due to the default of Contracting
Party in the performance of the Services required by this Agreement.
8.4 Waiver. No delay or omission in the exercise of any right or remedy of a
non -defaulting party on any default shall impair such right or remedy or be construed as
a waiver. City's consent or approval of any act by Contracting Party requiring City's
consent or approval shall not be deemed to waive or render unnecessary City's consent
to or approval of any subsequent act of Contracting Party. Any waiver by either party of
any default must be in writing and shall not be a waiver of any other default concerning
the same or any other provision of this Agreement.
8.5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies
of the parties are cumulative and the exercise by either party of one or more of such rights
or remedies shall not preclude the exercise by it, at the same or different times, of any
other rights or remedies for the same default or any other default by the other party.
8.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action, at law or at equity, to cure, correct, or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes
of this Agreement.
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8.7 Termination Prior To Expiration of Term. This Section shall govern any
termination of this Agreement, except as specifically provided in the following Section for
termination for cause. City reserves the right to terminate this Agreement at any time,
with or without cause, upon thirty (30) days' written notice to Contracting Party. Upon
receipt of any notice of termination, Contracting Party shall immediately cease all
Services hereunder except such as may be specifically approved by the Contract Officer,
or assigned designee. Contracting Party shall be entitled to compensation for all
Services rendered prior to receipt of the notice of termination and for any Services
authorized by the Contract Officer, or assigned designee, thereafter in accordance with
the Schedule of Compensation or such as may be approved by the Contract Officer, or
assigned designee, except amounts held as a retention pursuant to this Agreement.
8.8 Termination for Default of Contracting Party. If termination is due to the
failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party
shall vacate any City -owned property which Contracting Party is permitted to occupy
hereunder and City may, after compliance with the provisions of Section 8.2, take over
the Services and prosecute the same to completion by contract or otherwise, and
Contracting Party shall be liable to the extent that the total cost for completion of the
Services required hereunder exceeds the compensation herein stipulated (provided that
City shall use reasonable efforts to mitigate such damages), and City may withhold any
payments to Contracting Party for the purpose of setoff or partial payment of the amounts
owed City.
8.9 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this
Agreement, the prevailing party in such action or proceeding, in addition to any other relief
which may be granted, whether legal or equitable, shall be entitled to reasonable
attorneys' fees; provided, however, that the attorneys' fees awarded pursuant to this
Section shall not exceed the hourly rate paid by City for legal services multiplied by the
reasonable number of hours spent by the prevailing party in the conduct of the litigation.
Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled
to attorneys' fees shall be entitled to all other reasonable costs for investigating such
action, taking depositions and discovery, and all other necessary costs the court allows
which are incurred in such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment. The court may set such fees in the same action or in a separate
action brought for that purpose.
9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 Non -liability of City Officers and Employees. No officer, official, employee,
agent, representative, or volunteer of City shall be personally liable to Contracting Party,
or any successor in interest, in the event or any default or breach by City or for any amount
which may become due to Contracting Party or to its successor, or for breach of any
obligation of the terms of this Agreement.
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9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any
officer or principal of it, has or shall acquire any interest, directly or indirectly, which would
conflict in any manner with the interests of City or which would in any way hinder
Contracting Party's performance of the Services under this Agreement. Contracting Party
further covenants that in the performance of this Agreement, no person having any such
interest shall be employed by it as an officer, employee, agent, or subcontractor without
the express written consent of the Contract Officer, or assigned designee. Contracting
Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts
of interest with the interests of City in the performance of this Agreement.
No officer or employee of City shall have any financial interest, direct or
indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to this Agreement which effects his financial interest or the financial
interest of any corporation, partnership or association in which he is, directly or indirectly,
interested, in violation of any State statute or regulation. Contracting Party warrants that
it has not paid or given and will not pay or give any third party any money or other
consideration for obtaining this Agreement.
9.3 Covenant against Discrimination. Contracting Party covenants that, by and
for itself, its heirs, executors, assigns, and all persons claiming under or through them,
that there shall be no discrimination against or segregation of, any person or group of
persons on account of any impermissible classification including, but not limited to, race,
color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in
the performance of this Agreement. Contracting Party shall take affirmative action to
ensure that applicants are employed and that employees are treated during employment
without regard to their race, color, creed, religion, sex, marital status, sexual orientation,
national origin, or ancestry.
10. MISCELLANEOUS PROVISIONS.
10.1 Notice. Any notice, demand, request, consent, approval, or communication
either party desires or is required to give the other party or any other person shall be in
writing and either served personally or sent by prepaid, first-class mail to the address set
forth below. Either party may change its address by notifying the other party of the change
of address in writing. Notice shall be deemed communicated forty-eight (48) hours from
the time of mailing if mailed as provided in this Section.
To City: To Contracting Party:
CITY OF LA QUINTA
Attention: Public Safety Manager
78495 Calle Tampico
La Quinta, California 92253
FLOCK GROUP INC.
1170 Howell
Mill Road NW, Ste 210
Atlanta, GA 30318
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10.2 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 this Agreement or any other rule of
construction which might otherwise apply.
10.3 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only and shall not
limit or otherwise affect the terms of this Agreement.
10.4 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and such counterparts shall constitute one and
the same instrument.
10.5 Integrated Agreement. This Agreement including the exhibits hereto is the
entire, complete, and exclusive expression of the understanding of the parties. It is
understood that there are no oral agreements between the parties hereto affecting this
Agreement and this Agreement supersedes and cancels any and all previous
negotiations, arrangements, agreements, and understandings, if any, between the
parties, and none shall be used to interpret this Agreement.
10.6 Amendment. No amendment to or modification of this Agreement shall be
valid unless made in writing and approved by Contracting Party and by the City Council
of City. The parties agree that this requirement for written modifications cannot be waived
and that any attempted waiver shall be void.
10.7 Severability. In the event that any one or more of the articles, phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable, such invalidity or unenforceability shall not affect any
of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out
the intent of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders this
Agreement meaningless.
10.8 Unfair Business Practices Claims. In entering into this Agreement,
Contracting Party offers and agrees to assign to City all rights, title, and interest in and to
all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or
under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of
Division 7 of the Business and Professions Code), arising from purchases of goods,
services, or materials related to this Agreement. This assignment shall be made and
become effective at the time City renders final payment to Contracting Party without
further acknowledgment of the parties.
10.9 No Third -Party Beneficiaries. With the exception of the specific provisions
set forth in this Agreement, there are no intended third -party beneficiaries under this
Agreement and no such other third parties shall have any rights or obligations hereunder.
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10.10 Authority. The persons executing this Agreement on behalf of each of the
parties hereto represent and warrant that (i) such party is duly organized and existing,
(ii) they are duly authorized to execute and deliver this Agreement on behalf of said party,
(iii) by so executing this Agreement, such party is formally bound to the provisions of this
Agreement, and (iv) that entering into this Agreement does not violate any provision of
any other Agreement to which said party is bound. This Agreement shall be binding upon
the heirs, executors, administrators, successors, and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
CITY OF LA QUINTA,
a California Municipal Corporation
JcMILLEN, ity Manager
City of La Quinta, California
Dated: 04/14/2023
ATTEST:
MONIKA RADEVA, City Clerk
City of La Quinta, California
APPROVED AS TO FORM:
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
COI"To"r'T
Sign'ed"iby: c oARTY:
By: �Docu
ha S-tMl{ ,
Name: rergFV1tlfrith.
Title: General counsel
-DocuSigned by:
By:_ L->1LVYL
Name: 'alas e3€t34L$ang1 ey
Title: CEO
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Exhibit A
Scope of Services
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 ("Agency") (each of Flock and Customer, a "Party"). Subject to the
supremacy/governing document clause in Section 1.1 of the Agreement, to which this Exhibit A is attached, this order
form ("Order Form") hereby incorporates and includes the Supplemental Terms attached (the "Supplemental Terms")
which describe and set forth the general legal terms governing the relationship (collectively, the "Agreement" ). The
Terms contain, among other things, warranty disclaimers, liability limitations and use limitations.
The Order Form will become effective when the Agreement has been approved by the La Quinta City Council at a
duly noticed public meeting and is executed by both Parties (the "Effective Date").
Agency: CA -City of La Quints
Legal Entity Name: City of La Quinta
Contact Name: Martha Mendez, Public Safety
Manager
Address:
78495 Calle Tampico
La Quinta, California 92253
Phone: (760) 777-7161
E-Mail: mmendez@laquintaca.gov
Expected Payment Method:
Billing Contact:
(if different than above)
Initial Term: 24 months
Renewal Term: 24 months
Billing Term: Invoice Plan payment due Net 30 per
terms and conditions
Billing Frequency: 1 year invoices broken into 3
payments. 1st invoice: All professional
services/implementation costs and 50% of Annual
Recurring Subtotal. 2nd Invoice: 25% of Annual
Recurring Subtotal. 3rd Invoice: 25% of Annual
Recurring Subtotal. Annual payment at annual
subscription term date invoiced for the remainder of
subscription term after initial 12 months.
Professional Services and One -Time Purchases
Name
Price/Usage
QTY
Subtotal
Fee
Exhibit A
Page 1 of 22
Last revised summer 2017
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Professional Services - Standard Implementation
$350.00
69.00
$24,150.00
Fee
Hardware and Software Products
Annual recurring amounts over subscription term
Name
Price/Usage
Fee
QTY
Subtotal
Falcon
$2,500.00
69.00
$172,500.00
Subtotal Year 1:
Subscription Term:
Annual Recurring Total:
Estimated Sales Tax:
Total Contract Amount:
$196,650.00
24 Months
$172,500.00
$0.00
$369,150.00
Exhibit A
Page 2 of 22
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ftock safety
"SUPPLEMENTAL TERMS"
These Supplemental Terms supplement that certain Agreement for Contract Services ("Agreement") entered into by
and between Flock Group, Inc. with a place of business at 1170 Howell Mill Rd NW Suite 210, Atlanta, GA 30318
("Contracting Party" or, in this Exhibit A, "Flock") and the City of La Quinta , a municipal corporation organized
under the laws of the State of California with its principal place of business at 78495 Calle Tampico, La Quinta,
California 92253, County of Riverside, State of California ("City" or, in this Exhibit A, "Agency") (each a "Party,"
and together, the "Parties").
RECITALS
WHEREAS, Flock offers a software and hardware situational awareness solution for automatic license plates, video
and audio detection through Flock's technology platform (the "Flock Services"), and upon detection, the Flock
Services are capable of capturing audio, video, image, and recording data and can provide notifications to Agency
upon the instructions of Non -Agency End User (as defined below) ("Notifications");
WHEREAS, Agency desires access to the Flock Service on existing cameras, provided by Agency, or Flock
provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive
Notifications, including those from Non -Agency End Users of the Flock Service (where there is an investigative or
bona fide lawful purpose) such as schools, neighborhood homeowners associations, businesses, and individual users;
WHEREAS, Flock deletes all Footage on a rolling thirty (30) day basis, excluding Wing Replay which is deleted
after seven (7) days. Agency is responsible for extracting, downloading and archiving Footage from the Flock
System on its own storage devices for auditing for prosecutorial/administrative purposes; and
WHEREAS, Flock desires to provide Agency the Flock Service and any access thereto, subject to the terms and
conditions of these Supplemental Terms, solely for the awareness, prevention, and prosecution of crime, bona fide
investigations by police depai Intents, and archiving for evidence gathering ("Permitted Purpose").
SUPPLEMENT TO AGREEMENT
NOW, THEREFORE, Flock and Agency agree to the following:
1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in this
Section 1.
1.1 "Advanced Search" means the provision of Services, via the web interface using Flock's software applications,
which utilize advanced evidence delivery capabilities including convoy analysis, multi-geo search, visual search,
cradlepoint integration for automatic vehicle location, and common plate analysis.
1.2 "Agency Data" means the data, media and content provided by Agency through the Services. For the avoidance
of doubt, the Agency Data will include the Footage.
Exhibit A
Page 3 of 22
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1.3 "Agency Generated Data" means the messages, text, illustrations, files, images, graphics, photos, comments,
sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, other information or
materials posted, uploaded, displayed, published, distributed, transmitted, broadcasted, or otherwise made available
on or submitted through the Wing Suite.
1.4. "Agency Hardware" means the third -party camera owned or provided by Agency and any other physical
elements that interact with the Embedded Software and the Web Interface to provide the Services.
1.5. "Aggregated Data" means information that relates to a group or category of individuals, from which any
potential individuals' personal identifying information has been permanently "anonymized" by commercially
available standards to irreversibly alter data in such a way that a data subject (i.e., individual person or impersonal
entity) can no longer be identified directly or indirectly.
1.6 "Authorized End User(s)" means any individual employees, agents, or contractors of Agency accessing or using
the Services through the Web Interface, under the rights granted to Agency pursuant to these Supplemental Terms.
1.7 "Deployment Plan" means the strategic geographic mapping of the location(s) and implementation of Flock
Hardware, and/or other relevant Services required under these Supplemental Terms.
1.8 "Documentation" means text and/or graphical documentation, whether in electronic or printed format, that
describe the features, functions and operation of the Services which are provided by Flock to Agency in accordance
with the terms of these Supplemental Terms.
1.9 "Embedded Software" means the software and/or firmware embedded or preinstalled on the Flock Hardware or
Agency Hardware.
1.10 "Falcon Flex" means an infrastructure -free, location -flexible license plate reader camera that enables the
Agency to self -install.
1.11 "Flock Hardware" means the Flock cameras or device, 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.
Exhibit A
Page 4 of 22
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1.12 "Flock IP" means the Services, the Documentation, 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.
1.13 "Flock Safety FalconTM" means an infrastructure -free license plate reader camera that utilizes Vehicle
FingerprintTM technology to capture vehicular attributes.
1.14 "Flock Safety RavenTM" means an audio detection device that provides real-time alerting to law enforcement
based on programmed audio events such as gunshots, breaking glass, and street racing.
1.15 "Flock Safety SparrowTM" means an infrastructure -free license plate reader camera for residential roadways
that utilizes Vehicle FingerprintTM technology to capture vehicular attributes.
1.17 "Footage" means still images, video, audio and other data captured by the Flock Hardware or Agency
Hardware in the course of and provided via the Services.
1.18 "Hotlist(s)" means a digital file containing alphanumeric license plate related information pertaining to
vehicles of interest, which may include stolen vehicles, stolen vehicle license plates, vehicles owned or associated
with wanted or missing person(s), vehicles suspected of being involved with criminal or terrorist activities, and other
legitimate law enforcement purposes. Hotlist also includes, but is not limited to, national data (i.e. NCIC) for similar
categories, license plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult Alerts, and includes
manually entered license plate information associated with crimes that have occurred in any local jurisdiction.
1.19 `Implementation Fee(s) " means the monetary fees associated with the Installation Services, as defined below.
1.20 "Installation Services" means the services provided by Flock for installation of Agency Hardware and/or
Flock Hardware, including any applicable installation of Embedded Software on Agency Hardware.
1.21 "Non Agency End User(s)" means any individual, entity, or derivative therefrom, authorized to use the
Services through the Web Interface, under the rights granted to pursuant to the terms (or to those materially similar)
of these Supplemental Terms.
1.22 "Services" or "Flock Services" means the provision, via the Web Interface, of Flock's software applications for
automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage.
Exhibit A
Page 5 of 22
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1.23 "Support Services" means Monitoring Services, as defined in Section 2.10 below.
1.24 "Usage Fee" means the subscription fees to be paid by the Agency for ongoing access to Services.
1.25 "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 these Supplemental Terms.
1.26 "Wing Suite" means the Flock interface which provides real-time access to the Flock Services, location of
Flock Hardware, Agency Hardware, third -party cameras, live -stream video, Wing Livestream, Wing LPR, Wing
Replay, alerts and other integrations.
1.27 "Wing Livestream" means real-time video integration with third -party cameras via the Flock interface.
1.28 "Wing LPR" means software integration with third -party cameras utilizing Flock's Vehicle Fingerprint
TechnologyTM for license plate capture.
1.29 "Wing Replay" means enhanced situational awareness encompassing Footage retention, replay ability, and
downloadable content from Hot Lists integrated from third -party cameras.
1.30 "Vehicle Fingerprintr'M" means the unique vehicular attributes captured through Services such as: type, make,
color, state registration, missing/covered plates, bumper stickers, decals, roof racks, and bike racks.
2. SERVICES AND SUPPORT
2.1 Provision of Access. Subject to the terms of these Supplemental Terms, Flock hereby grants to Agency a non-
exclusive, non -transferable right to access the features and functions of the Services via the Web Interface during the
Term, solely for the Authorized End Users. The Footage will be available for Agency's designated administrator,
listed on the Order Form, and any Authorized End Users to access and download via the Web Interface for thirty
(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 with the Documentation to be used in accessing and using the 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 these Supplemental Terms, shall
be deemed a breach of these Supplemental Terms by Agency. Agency shall undertake reasonable efforts to make all
Authorized End Users aware of the provisions of these Supplemental Terms as applicable to such Authorized End
User's use of the Services and shall cause Authorized End Users to comply with such provisions. Flock may use the
Exhibit A
Page 6 of 22
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services of one or more third parties to deliver any part of the Services, (such as using a third party to host the Web
Interface for cloud storage or a cell phone provider for wireless cellular coverage) which makes the Services
available to Agency and Authorized End Users. Warranties provided by said third party service providers are the
agency'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 otherwise made available to Agency from
time to time.
In clarification of the preceding paragraph, the Agency contracts for specified law enforcement, public safety, and
peace officer services with the Riverside County Sheriff's Office ("Sheriffs Office"), which is under the
jurisdiction of the County of Riverside ("Riverside County"), a political subdivision of the State of California.
Pursuant to Section 2.1 of that certain Agreement for Law Enforcement Services, effective July 1, 2023 ("Law
Enforcement Agreement"), the Sheriff's Office is the exclusive provider of specified law enforcement, public
safety, and peace officer services within the Agency's territorial boundary, and pursuant to Section 6.1 of the Law
Enforcement Agreement, all persons employed by the Sheriffs Office are Riverside County employees. As such,
and notwithstanding any provisions in the preceding paragraph to the contrary, any act or omission by an Authorized
End User who is employed in the Sheriffs Office, which would constitute a breach of these Supplemental Terms,
shall be deemed a breach of these Supplemental Terms by the Sheriff's Office and Riverside County pursuant to the
Riverside County indemnification obligation to the Agency under Section 8.2 of the Law Enforcement Agreement.
The Agency acknowledges and agrees that any enforcement of Riverside County's indemnification obligation under
the Law Enforcement Agreement shall be the sole obligation of the Agency.
2.2 Embedded Software License. Subject to all terms of these Supplemental Terms, Flock grants Agency a limited,
non-exclusive, non -transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the
Embedded Software as installed on the Flock Hardware or Agency Hardware; in each case, solely as necessary for
Agency to use the Services.
2.3 Documentation License. Subject to the terms of these Supplemental Terms, Flock hereby grants to Agency a
non-exclusive, non -transferable right and license to use the Documentation during the Term in connection with its
use of the Services as contemplated herein, and under Section 2.5 below.
2.4 Wing Suite License. Subject to all terms of these Supplemental Terms, Flock grants Agency a limited, non-
exclusive, non -transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Wing
Suite software and interface.
Exhibit A
Page 7 of 22
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2.5 Usage Restrictions.
2.5.1 Flock IP. The permitted purpose for usage of the Flock Hardware, Agency Hardware,
Documentation, Services, support, and Flock IP are solely to facilitate gathering evidence that could be used in a
lawful criminal investigation by the appropriate government agency ("Permitted Purpose"). Agency will not, and
will not permit any Authorized End Users to, (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 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 Services or Flock IP; (vi)
use the Services, support, Flock Hardware, Documentation, or the Flock IP 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, Agency's rights under Sections 2.1, 2.2, 2.3, or 2.4.
2.5.2. Flock Hardware. Agency understands that all Flock Hardware is owned exclusively by Flock, and
that title to any Flock Hardware does not pass to Agency upon execution of the Agreement. Except for Falcon Flex
products, which are designed for self -installation, Agency is not permitted to remove, reposition, re -install, tamper
with, alter, adjust or otherwise take possession or control of Flock Hardware. Notwithstanding the notice and cure
period set for in Section 6.3, Agency agrees and understands that in the event Agency is found to engage in any of
the restricted actions of this Section 2.5.2, all warranties herein shall be null and void, and the Agreement shall be
subject to immediate termination (without opportunity to cure) for material breach by Agency.
2.6 Retained Rights; Ownership. As between the Parties, subject to the rights granted in these Supplemental
Terms, 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 expressly
granted by these Supplemental Terms. 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.
2.7 Suspension.
2.7.1 Service Suspension. Notwithstanding anything to the contrary in these Supplemental Terms, Flock may
temporarily suspend Agency's and any Authorized End User's access to any portion or all of the Flock IP or Flock
Exhibit A
Page 8 of 22
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Service if Flock reasonably determines that (a) there is a threat or attack on any of the Flock IP by Agency; (b)
Agency'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) Agency or any Authorized End User is/are using the Flock IP for fraudulent
or illegal activities; (d) Agency has violated any term of this provision, including, but not limited to, utilizing the
Services for anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through
Agency's account ("Service Suspension"). Agency shall not be entitled to any remedy for the Service Suspension
period, including any reimbursement, tolling, or credit.
2.7.2 Service Interruption. Services may be interrupted in the event that: (a) Flock's provision of the Services to
Agency or any Authorized End User is prohibited by applicable law; (b) any third -party services required for
Services are interrupted; (c) if Flock reasonably believe 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 Agency and to provide updates regarding resumption of access to Flock
Services. Flock will use commercially reasonable efforts to resume providing access to the 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 Agency 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 Agency's direct actions or by the actions of parties associated with the Agency, the expiration of the Term
will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day)
prorated for the proportion of cameras on the Agency's account that have been impacted. For example, in the event
of a Service Interruption lasting five (5) continuous days, Agency will receive a credit for five (5) free days at the
end of the Term.
2.8 Installation Services.
2.8.1 Designated Locations. For installation of Flock Hardware, excluding Falcon Flex products, prior to
performing the physical installation of the Flock Hardware, Flock shall advise Agency on the location and
positioning of the Flock Hardware for optimal license plate image capture, as conditions and location allow. Flock
may consider input from Agency regarding location, position and angle of the Flock Hardware ("Designated
Location") and collaborate with Agency to design the Deployment Plan confirming the Designated Locations. Flock
shall have final discretion on location of Flock Hardware. Flock shall have no liability to Agency resulting from any
poor performance, functionality or Footage resulting from or otherwise relating to the Designated Locations or delay
in installation due to Agency's delay in confirming Designated Locations, in ordering and/or having the Designated
Exhibit A
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Location ready for installation including having all electrical work preinstalled and permits ready, if necessary. After
installation, any subsequent changes to the Deployment Plan ("Reinstalls") will incur a charge for Flock's then -
current list price for Reinstalls, as listed in the then -current Reinstall policy (available at
https://www.flocksafety.com/reinstall-fee-schedule) and any equipment fees. For clarity, Agency will receive prior
notice and must provide approval to Flock for any such fees. These changes include but are not limited to re-
positioning, adjusting of the mounting, re -angling, removing foliage, replacement, changes to heights of poles,
regardless of whether the need for Reinstalls related to vandalism, weather, theft, lack of criminal activity in view,
and the like. Flock shall have full discretion on decision to reinstall Flock Hardware. Any additional fees for
Reinstalls or otherwise governed by this paragraph shall be subject to the not to exceed amount of the Contract Sum
as set forth in Section 2.1 of the Agreement.
2.8.2 Agency Installation Obligations. Agency agrees to allow Flock and its agents reasonable access in and near
the Designated Locations at all reasonable times upon reasonable notice for the purpose of performing the
installation work. Although Flock Hardware is designed to utilize solar power, certain Designated Locations may
require a reliable source of 120V or 240V AC power. In the event adequate solar power is not available, Agency is
solely responsible for costs associated with providing a reliable source of 120V or 240V AC power to Flock
Hardware. Flock will provide solar options to supply power at each Designated Location. If Agency refuses
recommended solar options, Agency waives any reimbursement, tolling, or credit for any suspension period of Flock
Services due to low solar power. Additionally, Agency is solely responsible for (i) any permits or associated costs,
and managing the permitting process of installation of cameras or AC power; (ii) 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 Flock
Hardware, its use (excluding tax exempt entities), or (iii) any other supplementary cost for services performed in
connection with installation of the Flock Hardware, including but not limited to contractor licensing, engineered
drawings, rental of specialized equipment, or vehicles, third -party personnel (i.e. Traffic Control Officers,
Electricians, State DOT -approved poles, etc., if necessary), such costs to be approved by the Agency ("Agency
Installation Obligations"). In the event that a Designated Location for Flock Hardware requires permits, Flock may
provide the Agency with a temporary alternate location for installation pending the permitting process. Once the
required permits are obtained, Flock will relocate the Flock Hardware from the temporary alternate location to the
permitted location at no additional cost. Without being obligated or taking any responsibility for the foregoing,
Flock may pay and invoice related costs to Agency if Agency did not address them prior to the execution of the
Agreement or a third party requires Flock to pay, subject to the not to exceed amount of the Contract Sum as set
forth in Section 2.1 of the Agreement. Agency represents and warrants that it has, or shall lawfully obtain, all
Exhibit A
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necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the Designated
Locations and to make any necessary inspections or tests in connection with such installation.
2.8.3 Flock's Obligations. Installation of Flock Hardware shall be installed in a workmanlike manner in accordance
with Flock's standard installation procedures, and the installation will be completed within a reasonable time from
the time that the Designated Locations are confirmed, not to exceed sixty (60) days from confirmation date of the
Designated Locations. Upon removal of Flock Hardware, Flock shall restore the location to its original condition,
ordinary wear and tear excepted. Following the initial installation of the Flock Hardware and any subsequent
Reinstalls or maintenance operations, Flock's obligation to perform installation work shall cease; however, for the
sole purpose of validating installation, Flock will continue to monitor the performance of Flock Hardware for the
length of the Term and will receive access to the Footage for a period of seven (7) business days after the initial
installation for quality control and provide any necessary maintenance. Labor may be provided by Flock or a third -
party. Flock is not obligated to install, reinstall, or provide physical maintenance to Agency Hardware.
Notwithstanding anything to the contrary, Agency understands that Flock will not provide installation services for
Falcon Flex products.
2.8.4 Ownership of Hardware. Flock Hardware shall remain the personal property of Flock and will be removed
upon the natural expiration of these Supplemental Terms at no additional cost to Agency. Agency shall not perform
any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Agency 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 Agency's
default and Flock shall have the right to enforce any other legal remedy or right.
2.9 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock's price for its services under these
Supplemental Terms does not contemplate work in any areas that contain hazardous materials, or other hazardous
conditions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous
materials are discovered in the designated locations in which Flock is to perform services under these Supplemental
Terms, Flock shall have the right to cease work immediately in the area affected until such materials are removed or
rendered harmless.
Exhibit A
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2.10 Support Services. Subject to the payment of fees, Flock shall monitor the performance and functionality of
Flock Services and may, from time to time, advise Agency on changes to the Flock Services, Installation Services,
or the Designated Locations which may improve the performance or functionality of the Services 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").
Flock will use commercially reasonable efforts to respond to requests for support. Flock will provide Agency with
reasonable technical and on -site support and maintenance services ("On -Site Services") in -person or by email
at support@flocksafety.com, at no additional cost. Notwithstanding anything to the contrary, Agency is solely
responsible for installation of Falcon Flex products. Agency further understands and agrees that Flock will not
provide monitoring services or on -site services for Falcon Flex.
2.11 Special Terms. From time to time, Flock may offer certain special terms related to guarantees, service and
support which are indicated in the proposal and on the Order Form and will become part of these Supplemental
Terms, upon Agency's prior written consent ("Special Terms"). To the extent that any terms of these Supplemental
Terms are inconsistent or conflict with the Special Terms, the Special Terms shall control.
2.12 Upgrades to Platform. Flock may, in its sole discretion, make any upgrades to system or platform that it
deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Flock's products or services to its
agencies, (b) the competitive strength of, or market for, Flock's products or services, (c) such platform or system's
cost efficiency or performance, or (ii) to comply with applicable law. Parties understand that such upgrades are
necessary from time to time and will not materially change any terms or conditions within these Supplemental
Terms.
3. RESTRICTIONS AND RESPONSIBILITIES
3.1 Agency Obligations. Flock will assist Agency Authorized End Users in the creation of a User ID. Agency
agrees to provide Flock with accurate, complete, and updated registration 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. Unless
otherwise stated and defined in these Supplemental Terms, Agency may not designate Authorized End Users for
persons who are not officers, employees, or agents of Agency. Authorized End Users shall only use Agency -issued
Exhibit A
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DocuSign Envelope ID: 9D565B58-EE67-4446-8AE7-ABA3C06110D9
email addresses for the creation of their User ID. 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 expense, provide assistance to Flock, including, but
not limited to, by means of access to, and use of, Agency facilities, 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 hereunder, including, without limitation, any obligations with respect to Support Services or any
Installation Services.
In clarification of the preceding paragraph, the Agency contracts for law enforcement, public safety, and peace
officer services with the Riverside County Sheriffs Office ("Sheriff's Office"), which is under the jurisdiction of
the County of Riverside ("Riverside County"), a political subdivision of the State of California. Pursuant to
Section 2.1 of that certain Agreement for Law Enforcement Services, effective July 1, 2023 ("Law Enforcement
Agreement"), the Sheriff's Office is the exclusive provider of law enforcement, public safety, and peace officer
services within the Agency's territorial boundary, and pursuant to Section 6.1 of the Law Enforcement Agreement,
all persons employed by the Sheriff's Office are Riverside County employees. As such, and notwithstanding any
provisions in the preceding paragraph to the contrary, the Agency may identify Authorized End Users and User IDs
for persons who are employed by Riverside County in the Sheriffs Office who are under contract with the Agency
to provide law enforcement, public safety, and peace officer services for the City, and the Agency may transfer or
share its account or password for use by any such law enforcement employees.
3.2 Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency will use
the Services only in compliance with these Supplemental Terms and all applicable laws and regulations, including
but not limited to any laws relating to the recording or sharing of video, photo, or audio content. Although 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 foregoing.
4. CONFIDENTIALITY; AGENCY DATA
4.1 Confidentiality. To the extent allowable by applicable FOIA and state -specific Public Records Acts, 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 includes non-public
information regarding features, functionality and performance of the Services. Proprietary Information of Agency
includes non-public data provided by Agency to Flock or collected by Flock via the Flock Hardware or Agency
Hardware, to enable the provision of the Services, which includes but is not limited to geolocation information and
Exhibit A
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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 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 alerts, or to analyze the data collected to identify
motion or other events. The Disclosing Party agrees that the foregoing shall not apply with respect to any
information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in
its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without
restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the
Disclosing Party. Nothing in these Supplemental Terms will prevent the Receiving Party from disclosing the
Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party attempts
in good faith to give the Disclosing Party reasonable prior notice of such disclosure to contest such order, but failure
by the Receiving party to give such prior notice or the Disclosing Party to receive such prior notice shall not be a
default or breach under these Supplemental Terms or the Agreement. For clarity, Flock or the Agency 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 or the Agency has a good faith belief that such access, use, preservation or
disclosure is reasonably necessary to: (a) comply with a legal process or request; (b) enforce these Supplemental
Terms, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security,
fraud or technical issues; or (d) protect the rights, property or safety of Flock and/or Agency, and their respective
users, a third party, or the public as required or permitted by law, including respond to an emergency situation. Flock
or Agency may store deleted Footage in order to comply with certain legal obligations, but such retained Footage
will not be retrievable without a valid court order.
4.2 Agency Data. As between Flock and Agency, all right, title and interest in the Agency Data, belong to and are
retained solely by Agency. Agency hereby grants to Flock a limited, non-exclusive, royalty -free, worldwide license
to (i) use the Agency Data and perform all acts with respect to the Agency Data as may be necessary for Flock to
provide the Flock Services to Agency, including without limitation the Support Services set forth in Section 2.10
above, and a non-exclusive, perpetual, irrevocable, worldwide, royalty -free, fully paid license to use, reproduce,
modify, display, and distribute the Agency Data as a part of the Aggregated Data, (ii) disclose the Agency Data
(both inclusive of any Footage) to enable law enforcement monitoring for elected law enforcement Hotlists as well
as provide Footage search access to law enforcement for investigative purposes only, and (iii) and obtain
Aggregated Data as set forth below in Section 4.5. As between Agency and Non -Agency End Users that have
Exhibit A
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prescribed access of Footage to Agency, each of Agency and Non -Agency End Users will share all right, title and
interest in the Non -Agency End User Data. These Supplemental Terms do not by itself make any Non -Agency End
User Data the sole property or the Proprietary Information of Agency. Flock will automatically delete Footage older
than thirty (30) days. Agency has a thirty (30) day window to view, save and/or transmit Footage to the relevant
government agency prior to its deletion. Notwithstanding the foregoing, Flock automatically deletes Wing Replay
after seven (7) days, during which time Agency may view, save and/or transmit such data to the relevant
government agency prior to deletion. Flock does not own and shall not sell Agency Data.
4.3 Agency Generated Data in Wing Suite. Parties understand that Flock does not own any right, title, or interest
to third -party video integrated into the Wing Suite. Flock may provide Agency with the opportunity to post, upload,
display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Wing Suite,
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 Agency. Agency shall
retain whatever legally cognizable right, title, and interest that Agency has in Agency Generated Data. Agency
understands and acknowledges that Flock has no obligation to monitor or enforce Agency's intellectual property
rights to Agency Generated Data. To the extent legally permissible, Agency grants Flock a non-exclusive,
perpetual, irrevocable, worldwide, royalty -free, fully paid license to use, reproduce, modify, display, and distribute
the Agency Generated Data for the sole purpose of providing Flock Services. Flock does not own and shall not sell
Agency Generated Data.
4.4 Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommendations 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.
4.5 Aggregated Data. Flock shall have the right to collect, analyze, and anonymize Agency Data and Agency
Generated Data to create Aggregated Data to use and perform the Services and related systems and technologies,
including the training of machine learning algorithms. Agency hereby grants Flock a non-exclusive, worldwide,
perpetual, royalty -free right (during and after the Term hereof) to use and distribute such Aggregated Data to
improve and enhance the Services and for other development, diagnostic and corrective purposes, other Flock
offerings, and crime prevention efforts. Parties understand that the aforementioned license is required for continuity
of Services. No rights or licenses are granted except as expressly set forth herein. Flock does not and shall not sell
Aggregated Data.
Exhibit A
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5. PAYMENT OF FEES
5.1. Fees. Agency shall pay the fees as set forth in the Order Form and Exhibit B of the Agreement.
5.2 Notice of Changes to Fees. Flock reserves the right to change the fees for subsequent Renewal Terms by
providing sixty (60) days' notice (which may be sent by email) prior to the end of the Initial Term or Renewal Term
(as applicable). Any change in fees for subsequent Renewal Terms shall be subject to the not to exceed amount of
the Contract Sum as set forth in Section 2.1 of the Agreement.
5.3 Invoicing, Late Fees; Taxes. Flock may choose to bill through an invoice, in which case, full payment for
invoices must be received by Flock thirty (30) days after the date of invoice. If Agency is a non -tax-exempt entity,
Agency shall be responsible for all applicable taxes associated with Services (for non -tax-exempt reasons). 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, to receive an adjustment
or credit. 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 due to such billing error.
6. TERM AND TERMINATION
6.1 Term. The initial term and renewal term shall be as set forth Section 3.4 of the Agreement.
a. For Wing Suite products: the Term shall commence upon execution of the Agreement and continue for one
(1) year, after which, the Term may be extended by mutual consent of the Parties, unless terminated by
either Party.
b. For Falcon and Sparrow products: the Term shall commence upon first installation and validation of Flock
Hardware.
c. For Raven products: the Term shall commence upon first installation and validation of Flock Hardware.
d. For Falcon Flex products: the Term shall commence upon execution of the Agreement.
e. For Advanced Search products: the Term shall commence upon execution of the Agreement.
6.2 Termination. Termination of the Agreement prior to expiration of the Term shall be governed by Section 8.7 of
the Agreement.
Exhibit A
Page 16 of 22
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6.3 Termination. In addition to the termination provision ins Section 8.8 of the Agreement, and notwithstanding the
termination provisions in Section 2.5.2, in the event of any material breach of the Agreement, the non -breaching
Party may terminate the Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the
breaching Party; provided, however, that the Agreement will not terminate if the breaching Party has cured the
breach prior to the expiration of such thirty (30) day period. Either Party may terminate the 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 assignment for the benefit of creditors, or (iii) upon the other Party's dissolution
or ceasing to do business. Upon termination for Flock's material breach, Flock will refund to Agency a pro-rata
portion of the pre -paid fees for Services not received due to such termination.
6.4 No -Fee Term. Flock will provide Agency with complimentary access to Hotlist alerts, as further described in
Section 4.2 ("No -Fee Term"). In the event a Non -Agency End User grants Agency access to Footage and/or
notifications from a Non -Agency End User, Agency will have access to Non -Agency End User Footage and/or
notifications until deletion, subject to a thirty (30) day retention policy for all products except Wing Replay, which
is subject to a seven (7) day retention policy. Flock may, in their sole discretion, provide access or immediately
terminate the No -Fee Term. The No -Fee Term will survive the Term of the Agreement. Flock, in its sole discretion,
can determine to impose a price per No -Fee Term upon thirty (30) days' notice to Agency. Agency may terminate
any No -Fee Term or access to future No -Fee Terms upon thirty (30) days' notice.
6.5 Survival. The following Sections will survive termination: 2.5, 2.6, 3, 4, 5, 6.4, 7.3, 7.4, 8.1, 8.2, 8.3,
8.4, 9.1 and 9.6.
7. REMEDY; WARRANTY AND DISCLAIMER
7.1 Remedy. Upon a malfunction or failure of Flock Hardware or Embedded Software (a "Defect"), Agency must
notify Flock's technical support as described in Section 2.10 above. If Flock is unable to correct the Defect, Flock
shall, or shall instruct one of its contractors to repair or replace the Flock Hardware or Embedded Software suffering
from the Defect. Flock reserves the right in their sole discretion to refuse or delay replacement or its choice of
remedy for a Defect until after it has inspected and tested the affected Flock Hardware provided that such inspection
and test shall occur within a commercially reasonable time, but no longer than seven (7) business days after Agency
notifies the Flock of a known Defect. In the event of a Defect, Flock will repair or replace the defective Flock
Hardware at no additional cost to Agency. Absent a Defect, in the event that Flock Hardware is lost, stolen, or
Exhibit A
Page 17 of 22
DocuSign Envelope ID: 9D565B58-EE67-4446-8AE7-ABA3C06110D9
damaged, Agency may request that Flock replace the Flock Hardware at a fee according to the then -current Reinstall
policy (https://www.flocksafety.com/reinstall-fee-schedule). Agency shall not be required to replace subsequently
lost, damaged or stolen Flock Hardware, however, Agency understands and agrees that functionality, including
Footage, will be materially affected due to such subsequently lost, damaged or stolen Flock Hardware and that Flock
will have no liability to Agency regarding such affected functionality nor shall the Usage Fee or Implementation
Fees owed be impacted. Flock is under no obligation to replace or repair Flock Hardware or Agency Hardware.
7.2 Exclusions. Flock will not provide the remedy described in Section 7.1 if Agency has misused the Flock
Hardware, Agency Hardware, or Service in any manner.
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 EMBEDDED SOFTWARE. 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 AND NON -INFRINGEMENT. THIS DISCLAIMER OF SECTION 7.4 ONLY APPLIES TO THE
EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE OF CALIFORNIA.
7.5 Insurance. Flock will maintain commercial general liability policies with policy limits reasonably
commensurate with the magnitude of Flock's business risk. Certificates of Insurance shall be provided. These
insurance requirements are in addition to the provisions set forth in Sections 5.1 and 5.2 and Exhibit E of the
Agreement.
7.6 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,
Exhibit A
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terrorist acts, acts or omissions of third -Party technology providers, riots, fires, earthquakes, floods, power
blackouts, strikes, supply chain shortages of equipment or supplies, weather conditions or acts of hackers, internet
service providers or any other third Party acts or omissions. Force Majeure includes the novel coronavirus Covid-19
pandemic, and the potential spread of variants, which is ongoing as of the date of the execution of the Agreement.
8. LIMITATION OF LIABILITY; NO FEE TERM; INDEMNITY
8.1 Limitation of Liability. SUBJECT TO FLOCK'S INSURANCE AND INDEMNIFICATION OBLIGATIONS
UNDER THE AGREEMENT, AND EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT AND
THESE SUPPLEMENTAL TERMS, 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 ALLEGATIONS AND/OR ACTUAL DAMAGES (UNDER ANY BREACH OF CONTRACT,
NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY) FOR: (A) ERROR OR
INTERRUPTION OF USE OF FLOCK SERVICES THAT IS BEYOND FLOCK'S ACTUAL KNOWLEDGE OR
REASONABLE CONTROL; (B) LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA
OR VIDEO/SURVEILLANCE FOOTAGE FROM FLOCK SERVICES THAT IS BEYOND FLOCK'S ACTUAL
KNOWLEDGE OR REASONABLE CONTROL; (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS,
SERVICES OR TECHNOLOGY SIMILAR TO THE FLOCK SERVICES WHEN FLOCK IS NOT IN DEFAULT
OR BREACH OF THE AGREEMENT OR THESE SUPPLEMENTAL TERMS; (D) LOSS OF BUSINESS; (E)
ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES UNRELATED
TO FLOCK'S CONTRACTUAL OBLIGATIONS TO AGENCY; (F) 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; (G) ANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATION MADE IN
GOOD FAITH AND NOT IN DEFAULT OR BREACH OF THE AGREEMENT OR THESE SUPPLEMENTAL
TERMS; (H) CRIME PREVENTION; OR (I) ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS
ASSOCIATED WITH ALL OTHER CLAIMS, FOR WHICH FLOCK IS ADJUDICATED AND DETERMINED
TO BE IN BREACH OF ITS CONTRACTUAL OBLIGATIONS, EXCEEDS THREE TIMES (3X) THE FEES
PAID AND/OR PAYABLE BY AGENCY TO FLOCK FOR THE SERVICES UNDER THE AGREEMENT. IN
EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THIS LIMITATION OF LIABILITY OF SECTION 8 ONLY APPLIES TO THE EXTENT
ALLOWED BY THE GOVERNING LAW OF THE STATE OF CALIFORNIA.
Exhibit A
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DocuSign Envelope ID: 9D565B58-EE67-4446-8AE7-ABA3C06110D9
8.2 [intentionally omitted]
8.3 Responsibility. Each Party 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 these
Supplemental Terms. Each Party shall be liable (if at all) only for the torts of its own officers, agents, or employees.
9. INDEMNIFICATION
Indemnification obligations are set forth in Section 6.1 and Exhibit F of the Agreement.
10. MISCELLANEOUS
10.1 Compliance With Laws. The Agency agrees to 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). In the event Flock is legally compelled to comply with a judicial order, subpoena, or
government mandate, to disclose Agency Data or Agency Generated Data, Flock will provide Agency with written
notice, no later than ten (10) days after receipt of such order, subpoena, or government mandate.
10.2 Severability. If any provision of these Supplemental Terms is found to be unenforceable or invalid, that
provision will be limited or eliminated to the minimum extent necessary so that these Supplemental Terms will
otherwise remain in full force and effect.
10.3 Assignment. These Supplemental Terms are not assignable, transferable or sublicensable by either Party,
without prior consent. Notwithstanding the foregoing, either Party may assign these Supplemental Terms, without
the other Party's consent, (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.
10.4 Entire Agreement. These Supplemental Terms, together with the Order Form(s), the then -current Reinstall
policy (https://www.flocksafety.com/reinstall-fee-schedule), Deployment Plan(s), and the Agreement (with all other
exhibits attached thereto) are the complete and exclusive statement of the mutual understanding of the Parties and
supersedes and cancels all previous written and oral agreements, communications and other understandings relating
to the subject matter of these Supplemental Terms.
Exhibit A
Page 20 of 22
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10.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of these
Supplemental Terms and Agency does not have any authority of any kind to bind Flock in any respect whatsoever.
Flock shall at all times be and act as an independent contractor.
10.6 Governing Law; Venue. These Supplemental Terms shall be governed by the laws of the State of California.
The Parties hereto agree that venue would be proper in the courts of Riverside County, California. The Parties agree
that the United Nations Convention for the International Sale of Goods is excluded in its entirety from these
Supplemental Terms.
10.7 Publicity. Upon prior written consent from Agency, Flock has the right to reference and use Agency's name
and disclose the nature of the Services provided hereunder in each case in business and development and marketing
efforts, 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 Office of Foreign Assets
Control, or any other United States or foreign agency or authority. As defined in Federal Acquisition Regulation
("FAR"), section 2.101, 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 these Supplemental Terms and will be prohibited except to the extent expressly permitted by the
terms of these Supplemental Terms.
10.9 Headings. The headings in these Supplemental Terms are merely for organization and should not be construed
as adding meaning to the Agreement or interpreting the associated sections.
10.10 Authority. The signers of the Agreement represent that they understand the Agreement and have the authority
to sign on behalf of and bind the Parties they are representing.
Exhibit A
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10.11 Notices. In addition to the noticing provisions in Sections 4.1, 4.2, and 10.1 of the Agreement that may be
used, notices to be delivered under the Agreement may also be completed by submitting in writing, and will be
deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if
transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service;
and upon receipt, if sent by certified or registered mail, return receipt requested.
FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: legal@flocksafety.com
AGENCY NOTICES ADDRESS:
ADDRESS:
78495 Calle Tampico
La Quinta, California 92253
ATTN: Public Safety Manager
EMAIL: mmendez@laquintaca.gov
[ end of "Terms"]
Exhibit A
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Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for in
Section 2.3 of this Agreement, the maximum total compensation to be paid to Contracting
Party under this Agreement is not to exceed One Hundred Ninety -Six Thousand, Six
Hundred Fifty Dollars ($196,650.00), during the first year of the term and One Hundred
Seventy -Two Thousand, Five Hundred Dollars $172,500 for each subsequent year
("Contract Sum"). The Contract Sum shall be paid to Contracting Party in installment
payments as follows: 1-year invoices broken into 3 payments. 1st invoice: All professional
services/implementation costs and 50% of Annual Recurring Subtotal. 2nd Invoice: 25%
of Annual Recurring Subtotal. 3rd Invoice: 25% of Annual Recurring Subtotal. Annual
payment at annual subscription term date invoiced for the remainder of subscription term
after initial 12 months in conformance with Section 2.2 of this Agreement.
Exhibit B
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Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of Services,
Exhibit A of this Agreement. In accordance with section 3.4, the Term of the Agreement
shall commence on April 15, 2023, and terminate on April 14, 2025.
Exhibit C
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Exhibit D
Special Requirements
None
Exhibit D
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Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of this
Agreement, the following policies shall be maintained and kept in full force and effect
providing insurance with minimum limits as indicated below and issued by insurers with
A.M. Best ratings of no less than A -VI:
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Auto Liability Additional Insured
Personal Auto Declaration Page if applicable
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers' Compensation
(per statutory requirements)
Must include the following endorsements:
Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Cyber Liability
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Contracting Party shall procure and maintain, at its cost, and submit
concurrently with its execution of this Agreement, Commercial General Liability insurance
against all claims for injuries against persons or damages to property resulting from
Contracting Party's acts or omissions rising out of or related to Contracting Party's
performance under this Agreement. The insurance policy shall contain a severability of
interest clause providing that the coverage shall be primary for losses arising out of
Contracting Party's performance hereunder and neither City nor its insurers shall be
required to contribute to any such loss. An endorsement evidencing the foregoing and
naming the City and its officers and employees as additional insured (on the Commercial
General Liability policy only) must be submitted concurrently with the execution of this
Agreement and approved by City prior to commencement of the services hereunder.
Exhibit E
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Contracting Party shall carry automobile liability insurance of $1,000,000 per
accident against all claims for injuries against persons or damages to property arising out
of the use of any automobile by Contracting Party, its officers, any person directly or
indirectly employed by Contracting Party, any subcontractor or agent, or anyone for
whose acts any of them may be liable, arising directly or indirectly out of or related to
Contracting Party's performance under this Agreement. If Contracting Party or
Contracting Party's employees will use personal autos in any way on this project,
Contracting Party shall provide evidence of personal auto liability coverage for each such
person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer
or semi -trailer designed for travel on public roads. The automobile insurance policy shall
contain a severability of interest clause providing that coverage shall be primary for losses
arising out of Contracting Party's performance hereunder and neither City nor its insurers
shall be required to contribute to such loss.
Professional Liability or Errors and Omissions Insurance as appropriate shall
be written on a policy form coverage specifically designed to protect against acts, errors
or omissions of the Contracting Party and "Covered Professional Services" as designated
in the policy must specifically include work performed under this agreement. The policy
limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must
"pay on behalf of' the insured and must include a provision establishing the insurer's duty
to defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Contracting Party shall carry Workers' Compensation Insurance in
accordance with State Worker's Compensation laws with employer's liability limits no less
than $1,000,000 per accident or disease.
Contracting Party shall procure and maintain Cyber Liability insurance with
limits of $1,000,000 per occurrence/loss which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or
personally identifiable information; including credit monitoring and
regulatory fines arising from such theft, dissemination or use of the
confidential information.
b. Network security liability arising from the unauthorized use of, access to,
or tampering with computer systems.
c. Liability arising from the failure of technology products (software) required
under the contract for Consultant to properly perform the services
intended.
d. Electronic Media Liability arising from personal injury, plagiarism or
misappropriation of ideas, domain name infringement or improper deep -
linking or framing, and infringement or violation of intellectual property
rights.
Exhibit E
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e. Liability arising from the failure to render professional services.
If coverage is maintained on a claims -made basis, Contracting Party shall maintain such
coverage for an additional period of three (3) years following termination of the contract.
Contracting Party shall provide written notice to City within ten (10) working
days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the
required polices are reduced; or (3) the deductible or self -insured retention is increased.
In the event any of said policies of insurance are cancelled, Contracting Party shall, prior
to the cancellation date, submit new evidence of insurance in conformance with this
Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies
or certificates evidencing the same shall not be construed as a limitation of Contracting
Party's obligation to indemnify City, its officers, employees, contractors, subcontractors,
or agents.
E.2 Remedies. In addition to any other remedies City may have if Contracting
Party fails to provide or maintain any insurance policies or policy endorsements to the
extent and within the time herein required, City may, at its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b. Order Contracting Party to stop work under this Agreement and/or
withhold any payment(s) which become due to Contracting Party hereunder until
Contracting Party demonstrates compliance with the requirements hereof.
c. Terminate this Agreement.
Exercise any of the above remedies, however, is an alternative to any other
remedies City may have. The above remedies are not the exclusive remedies for
Contracting Party's failure to maintain or secure appropriate policies or endorsements.
Nothing herein contained shall be construed as limiting in any way the extent to which
Contracting Party may be held responsible for payments of damages to persons or
property resulting from Contracting Party's or its subcontractors' performance of work
under this Agreement.
E.3 General Conditions Pertaining to Provisions of Insurance Coverage by
Contracting Party. Contracting Party and City agree to the following with respect to
insurance provided by Contracting Party:
1. Contracting Party agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds City, its officials,
employees, and agents, using standard ISO endorsement No. CG 2010 with an edition
prior to 1992. Contracting Party also agrees to require all contractors, and subcontractors
to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Contracting Party, or Contracting Party's employees, or agents, from waiving the
Exhibit E
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right of subrogation prior to a loss. Contracting Party agrees to waive subrogation rights
against City regardless of the applicability of any insurance proceeds, and to require all
contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contracting Party and
available or applicable to this Agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating to City or
its operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been first
submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve
to eliminate so-called "third party action over" claims, including any exclusion for bodily
injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. Contracting Party shall not
make any reductions in scope of coverage (e.g. elimination of contractual liability or
reduction of discovery period) that may affect City's protection without City's prior written
consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all the coverages required and an additional insured
endorsement to Contracting Party's general liability policy, shall be delivered to City at or
prior to the execution of this Agreement. In the event such proof of any insurance is not
delivered as required, or in the event such insurance is canceled at any time and no
replacement coverage is provided, City has the right, but not the duty, to obtain any
insurance it deems necessary to protect its interests under this or any other agreement
and to pay the premium. Any premium so paid by City shall be charged to and promptly
paid by Contracting Party or deducted from sums due Contracting Party, at City option.
8. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Contracting Party or any subcontractor, is intended
to apply first and on a primary, non-contributing basis in relation to any other insurance
or self-insurance available to City.
9. Contracting Party agrees to ensure that subcontractors, and any other party
involved with the project that is brought onto or involved in the project by Contracting
Party, provide the same minimum insurance coverage required of Contracting Party.
Contracting Party agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Contracting Party agrees that upon request, all agreements
with subcontractors and others engaged in the project will be submitted to City for review.
10. Contracting Party agrees not to self -insure or to use any self -insured
retentions or deductibles on any portion of the insurance required herein (with the
Exhibit E
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exception of professional liability coverage, if required) and further agrees that it will not
allow any contractor, subcontractor, Architect, Engineer or other entity or person in any
way involved in the performance of work on the project contemplated by this agreement
to self -insure its obligations to City. If Contracting Party's existing coverage includes a
deductible or self -insured retention, the deductible or self -insured retention must be
declared to the City. At that time the City shall review options with the Contracting Party,
which may include reduction or elimination of the deductible or self -insured retention,
substitution of other coverage, or other solutions.
11. The City reserves the right at any time during the term of this Agreement to
change the amounts and types of insurance required by giving the Contracting Party
ninety (90) days advance written notice of such change. If such change results in
substantial additional cost to the Contracting Party, the City will negotiate additional
compensation proportional to the increased benefit to City.
12. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any steps that
can be deemed to be in furtherance of or towards performance of this Agreement.
13. Contracting Party acknowledges and agrees that any actual or alleged
failure on the part of City to inform Contracting Party of non-compliance with any
insurance requirement in no way imposes any additional obligations on City nor does it
waive any rights hereunder in this or any other regard.
14. Contracting Party will renew the required coverage annually as long as City,
or its employees or agents face an exposure from operations of any type pursuant to this
agreement. This obligation applies whether the agreement is canceled or terminated for
any reason. Termination of this obligation is not effective until City executes a written
statement to that effect.
15. Contracting Party shall provide proof that policies of insurance required
herein expiring during the term of this Agreement have been renewed or replaced with
other policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Contracting Party's insurance agent to this effect is acceptable. A certificate of insurance
and an additional insured endorsement is required in these specifications applicable to
the renewing or new coverage must be provided to City within five (5) days of the
expiration of coverages.
16. The provisions of any workers' compensation or similar act will not limit the
obligations of Contracting Party under this agreement. Contracting Party expressly
agrees not to use any statutory immunity defenses under such laws with respect to City,
its employees, officials, and agents.
17. Requirements of specific coverage features, or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference to a
Exhibit E
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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 limiting or all-inclusive.
18. These insurance requirements are intended to be separate and distinct from
any other provision in this Agreement and are intended by the parties here to be
interpreted as such.
19. The requirements in this Exhibit supersede all other sections and provisions
of this Agreement to the extent that any other section or provision conflicts with or impairs
the provisions of this Exhibit.
20. Contracting Party agrees to be responsible for ensuring that no contract
used by any party involved in any way with the project reserves the right to charge City
or Contracting Party for the cost of additional insurance coverage required by this
agreement. Any such provisions are to be deleted with reference to City. It is not the
intent of City to reimburse any third party for the cost of complying with these
requirements. There shall be no recourse against City for payment of premiums or other
amounts with respect thereto.
21. Contracting Party agrees to provide immediate notice to City of any claim
or loss against Contracting Party arising out of the work performed under this agreement.
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.
Exhibit E
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Exhibit F
Indemnification
F.1 Indemnity for the Benefit of City.
a. Indemnification for Professional Liability. When the law establishes a
professional standard of care for Contracting Party's Services, to the fullest extent
permitted by law, Contracting Party shall indemnify, protect, defend (with counsel
selected by City), and hold harmless City and any and all of its officials, employees, and
agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of
every kind, nature, and description, damages, injury (including, without limitation, injury
to or death of an employee of Contracting Party or of any subcontractor), costs and
expenses of any kind, whether actual, alleged or threatened, including, without limitation,
incidental and consequential damages, court costs, attorneys' fees, litigation expenses,
and fees of expert consultants or expert witnesses incurred in connection therewith and
costs of investigation, to the extent same are caused in whole or in part by any negligent
or wrongful act, error or omission of Contracting Party, its officers, agents, employees or
subcontractors (or any entity or individual that Contracting Party shall bear the legal
liability thereof) in the performance of professional services under this agreement. With
respect to the design of public improvements, the Contracting Party shall not be liable for
any injuries or property damage resulting from the reuse of the design at a location other
than that specified in Exhibit A without the written consent of the Contracting Party.
b. Indemnification for Other Than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Contracting
Party shall indemnify, defend (with counsel selected by City), and hold harmless the
Indemnified Parties from and against any liability (including liability for claims, suits,
actions, arbitration proceedings, administrative proceedings, regulatory proceedings,
losses, expenses or costs of any kind, whether actual, alleged or threatened, including,
without limitation, incidental and consequential damages, court costs, attorneys' fees,
litigation expenses, and fees of expert consultants or expert witnesses) incurred in
connection therewith and costs of investigation, where the same arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, the performance of
this Agreement by Contracting Party or by any individual or entity for which Contracting
Party is legally liable, including but not limited to officers, agents, employees, or
subcontractors of Contracting Party.
c. Indemnity Provisions for Contracts Related to Construction (Limitation on
Indemnity). Without affecting the rights of City under any provision of this agreement,
Contracting Party shall not be required to indemnify and hold harmless City for liability
attributable to the active negligence of City, provided such active negligence is
determined by agreement between the parties or by the findings of a court of competent
jurisdiction. In instances where City is shown to have been actively negligent and where
City's active negligence accounts for only a percentage of the liability involved, the
obligation of Contracting Party will be for that entire portion or percentage of liability not
attributable to the active negligence of City.
Exhibit F
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d. Indemnification Provision for Design Professionals.
1. Applicability of this Section F.1(d). Notwithstanding Section F.1(a)
hereinabove, the following indemnification provision shall apply to a Contracting Party
who constitutes a "design professional" as the term is defined in paragraph 3 below.
2. Scope of Indemnification. When the law establishes a professional
standard of care for Contracting Party's Services, to the fullest extent permitted by law,
Contracting Party shall indemnify and hold harmless City and any and all of its officials,
employees, and agents ("Indemnified Parties") from and against any and all losses,
liabilities of every kind, nature, and description, damages, injury (including, without
limitation, injury to or death of an employee of Contracting Party or of any subcontractor),
costs and expenses, including, without limitation, incidental and consequential damages,
court costs, reimbursement of attorneys' fees, litigation expenses, and fees of expert
consultants or expert witnesses incurred in connection therewith and costs of
investigation, to the extent same are caused by any negligent or wrongful act, error or
omission of Contracting Party, its officers, agents, employees or subcontractors (or any
entity or individual that Contracting Party shall bear the legal liability thereof) in the
performance of professional services under this agreement. With respect to the design
of public improvements, the Contracting Party shall not be liable for any injuries or
property damage resulting from the reuse of the design at a location other than that
specified in Exhibit A without the written consent of the Contracting Party.
3. Design Professional Defined. As used in this Section F.1(d), the
term "design professional" shall be limited to licensed architects, registered professional
engineers, licensed professional land surveyors and landscape architects, all as defined
under current law, and as may be amended from time to time by Civil Code § 2782.8.
F.2 Obligation to Secure Indemnification Provisions. Contracting Party agrees
to obtain executed indemnity agreements with provisions identical to those set forth
herein this Exhibit F, as applicable to the Contracting Party, from each and every
subcontractor or any other person or entity involved by, for, with or on behalf of
Contracting Party in the performance of this Agreement. In the event Contracting Party
fails to obtain such indemnity obligations from others as required herein, Contracting
Party agrees to be fully responsible according to the terms of this Exhibit. Failure of City
to monitor compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify
and defend City as set forth in this Agreement are binding on the successors, assigns or
heirs of Contracting Party and shall survive the termination of this Agreement.
Exhibit F
Page 2 of 2
PUBLIC HEARING ITEM NO. 1
City of La Quinta
CITY COUNCIL MEETING: April 4, 2023
STAFF REPORT
AGENDA TITLE: APPROVE AGREEMENT FOR CONTRACT SERVICE WITH FLOCK
GROUP, INC TO INSTALL AN AUTOMATIC LICENSE PLATE READER SYSTEM
WITHIN THE BOUNDARIES OF THE CITY OF LA QUINTA AND AUTHORIZE
RIVERSIDE COUNTY SHERIFF'S DEPARTMENT AS THE ADMINISTRATOR AND
AUTHORIZED USER OF THE SYSTEM
RECOMMENDATIuN
Approve Agreement for Contract Services with Flock Group, Inc., as drafted, to install an
automatic license plate reader system; authorize Riverside County Sheriff's Department as
the administrator and authorized user of the system; authorize the City Manager to approve
minor revisions to the agreement that do not alter the intent of the agreement; and authorize
the City Manager to execute the agreement.
EXECUTIVE SUMMARY
• On March 7, 2023, staff presented a study session to Council to review advancements
in public safety technology, which included an Automated License Reader System
(ALPR) for consideration.
• Flock's ALPR system, named Flock Safety Falcon, is widely used in Riverside County
(County), including by Riverside County Sheriff Department (RCSD) and nine (9)
contract cities with RCSD.
• RCSD is at the forefront of the ALPR system managing over 500 Flock cameras
throughout the County. Flock Group Inc. (Flock) is the sole source vendor for RCSD.
• ALPR technology has dramatically increased the RCSD's ability to capture and arrest
criminal suspects fleeing in vehicles. The system is used as a crime -fighting tool used
by law enforcement across the country.
• RCSD will be the designated administrator/authorized user of the ALPR system; RCSD
already have policies and procedures in place and manage other contract cities
systems.
FISCAL IMPACT
The Flock Safety Falcon ALPR system is provided under a subscription model at a flat
annual fee of $2,500 per camera which includes the camera hardware, hardware
maintenance, ALPR software, software updates, 30 days unlimited data storage, LTE
401
connectivity (wireless transmission), solar panels, poles, mounting equipment and
monitoring.
The cost for leasing 69 Flock ALPR system cameras, including the equipment and
software, is $172,500 per year ($14,375 base monthly rate); and a one-time
implementation fee of $24,150, for a total amount not to exceed $369,150 for a 24-month
lease from April 2022 to April 2024. Funds in the amount of $60,088, to cover the
implementation fee of $24,150 and two and half (2.5) months (April 15 to June 30, 2023)
of the contract are available in the current Fiscal Year's (FY) Police Budget 101-2001-
60103, Professional Services). Funds for future FY will be added to the Prepaid Expense
Account 101-0000-13600.
BACKGROUND/ANALYSIS
For many years, RCSD has utilized an ALPR system throughout the County. In 2020,
RCSD implemented the Flock ALPR system, and since then, Flock has become their sole
source vendor for the Flock Safety ALPR camera. Flock Safety is the only fully integrated
ALPR one -stop solution which includes hardware, software, installation, and maintenance
of the system. Flock Safety is also the sole provider of the patented "Vehicle Fingerprint"
Technology, which allows the system to capture and identify characteristics of vehicles with
or without license plates.
Flock's Vehicle Fingerprint Technology analyzes vehicle license plates and/or vehicle
characteristics such as color, type, make, and other identifiers such as stickers and roof
racks. The vehicle characteristics are used to find matching vehicles and an alert system
is activated throughout the Flock network once a match is found. This technology gathers
objective evidence and facts about vehicles, not people, as it doesn't use facial recognition.
People's privacy is protected by not using facial recognition technology and not recording
any personally identifiable information such as names, addresses, or phone numbers. The
camera footage is stored, secured, and encrypted in AWS Government Cloud and
automatically deleted every thirty (30) days on a rolling basis. The camera only takes
photos, and there is no live feed. The system is not monitored, and it is not used for
surveillance purposes.
To date, Flock Safety contracts with over 1,000 cities and 1,500 law enforcement agencies
across the country. In Riverside County, in addition to the RCSD, Flock also contracts with
20 out of 28 cities in the County, including Palm Desert and Indio. Currently, there are more
than 500 Flock cameras in the County managed by RCSD, of these, 261 cameras are
assigned to unincorporated county areas, and 263 cameras are leased by nine (9) RCSD
contract cities.
Due to the increased use of ALPR technology on October 6, 2015, the State of California
passed Senate Bill 34 (SB 34) (Stats. 2015, 532), which imposes rules to protect the
security of the ALPR system and protect personal information. Per SB 34, cities are
required to hold a public meeting to approve the use of ALPR cameras. In addition, this bill
imposes specified requirements on an "ALPR operator and end -user" including,
maintaining reasonable security procedures and practices to protect ALPR information,
and implementing a usage and privacy policy with respect to that information. (Attachment
2).
402
RCSD manages all the Flock cameras in the unincorporated County areas as well as the
cameras for their contract cities. City of La Quinta will also designate RCSD as the
administrator and authorized user of the system, therefore, only RCSD staff will have
access to the La Quinta ALPR system to maintain the integrity of the data.
As an ALPR administrator and per SB 34, RCSD has established an ALPR Policy which is
posted on the RCSD's website as "Policy 412" within the RCSD Standards Manual (DSM),
(Attachment 3). Per RCSD's policy, ALPR data may only be used for official law
enforcement purposes, and cannot be shared, transferred, or sold for any other use. All
RCSD staff is required to attend four (4) hours of training about the system and policy prior
to being given access to the system.
PUBLIC NOTICE
A public hearing notice was published in The Desert Sun on March 24, 2023; and posted
at the bulletin board near the entrance at City Hall at 78495 Calle Tampico, and the bulletin
board at the La Quinta Cove Post Office at 51321 Avenida Bermudas.
ALTERNATIVES
• Council may elect to approve as presented.
• Council may elect to modify this item as presented.
• Council may continue the public hearing and provide further direction.
Prepared by:
Approved by:
Martha Mendez, Public Safety Manager
Jon McMillen, City Manager
Attachments: 1. RCSD Flock Safety ALPR Recommendation
2. Senate Bill 34 — Automated license plate recognition system: use of data
3. RCSD Automated License Plate Reader Policy - Policy 412
4. Draft Agreement with Flock Group, Inc.
5. RCSD Flock Success Stories
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