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 Quinta
Legal Entity Name: \City of La Quinta{r}\
Contact Name: Martha Mendez, Public Safety
Manager
Address:
78495 Calle Tampico
La Quinta, California 92253
Phone: (760) 777-7161
E-Mail: [email protected]
Expected Payment Method:
\FSExpectedPaymentMethod1\
Billing Contact: \FSBillingContact1\
(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
Fee
QTY Subtotal
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Professional Services - Standard Implementation
Fee
$350.00 69.00 $24,150.00
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: $196,650.00
Subscription Term: 24 Months
Annual Recurring Total: $172,500.00
Estimated Sales Tax: $0.00
Total Contract Amount: $369,150.00
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Exhibit A
“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 ServiceServices”), 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 departments, 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.
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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.
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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 Falcon™” means an infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint™ technology to capture vehicular attributes.
1.14 “Flock Safety Raven™” 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 Sparrow™” means an infrastructure-free license plate reader camera for residential roadways that utilizes Vehicle Fingerprint™ 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. 488 Click Here to Return to Agenda
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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 Technology™ 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 Fingerprint™” 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 nonexclusive, 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 489 Click Here to Return to Agenda
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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 (“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 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 Sheriff’s 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 Sheriff’s 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, nonexclusive, non-transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Wing Suite software and interface.
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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 491 Click Here to Return to Agenda
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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 492 Click Here to Return to Agenda
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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 thencurrent 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 repositioning, 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 493 Click Here to Return to Agenda
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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 thirdparty. 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.
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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 [email protected]@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 495 Click Here to Return to Agenda
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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 Sheriff’s 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 Sheriff’s 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 496 Click Here to Return to Agenda
Exhibit A
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 497 Click Here to Return to Agenda
Exhibit A
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.
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Exhibit A
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.
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Exhibit A
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 500 Click Here to Return to Agenda
Exhibit A
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, 501 Click Here to Return to Agenda
Exhibit A
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 SUBJECT MATTER OF THIS AGREEMENT OR TERMSALLEGATIONS AND CONDITIONS
RELATED THERETO /OR ACTUAL DAMAGES (UNDER ANY BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY) FOR: (A) FOR ERROR OR INTERRUPTION OF USE OR FOROF 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 ORFROM FLOCK SERVICES THAT IS BEYOND FLOCK’S ACTUAL KNOWLEDGE OR REASONABLE CONTROL; (C) COST OF
PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY ORSIMILAR TO THE FLOCK
SERVICES WHEN FLOCK IS NOT IN DEFAULT OR BREACH OF THE AGREEMENT OR THESE SUPPLEMENTAL TERMS; (D) LOSS OF BUSINESS; (B) FORE) ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR 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; (D) FORG) ANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (E) FOR AND NOT IN DEFAULT OR BREACH OF THE AGREEMENT OR THESE SUPPLEMENTAL TERMS; (H) CRIME PREVENTION; OR (F) FORI) ANY AMOUNTS THAT, TOGETHER
WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEEDFOR 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 THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR 502 Click Here to Return to Agenda
Exhibit A
OMISSION THAT GAVE RISE TO THE LIABILITY,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.
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. 503 Click Here to Return to Agenda
Exhibit A
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.
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.
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Exhibit A
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.
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: [email protected]
AGENCY NOTICES ADDRESS:
ADDRESS:
78495 Calle Tampico
La Quinta, California 92253
ATTN: Public Safety Manager
EMAIL: [email protected]
[ end of “Terms”]
505 Click Here to Return to Agenda
Exhibit B
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. 506 Click Here to Return to Agenda
Exhibit C
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. 507 Click Here to Return to Agenda
Exhibit D
Exhibit D
Special Requirements
None
508 Click Here to Return to Agenda
Exhibit E
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. 509 Click Here to Return to Agenda
Exhibit E
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 deeplinking or framing, and infringement or violation of intellectual property rights.
510 Click Here to Return to Agenda
Exhibit E
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 511 Click Here to Return to Agenda
Exhibit E
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 512 Click Here to Return to Agenda
Exhibit E
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 513 Click Here to Return to Agenda
Exhibit E
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. 514 Click Here to Return to Agenda
Exhibit F
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.
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Exhibit F
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. 516 Click Here to Return to Agenda
ATTACHMENT 5
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HOUSING COMMISSION MINUTES Page 1 of 3 DECEMBER 14, 2022
QUARTERLY MEETING
HOUSING COMMISSION
MINUTES
WEDNESDAY, DECEMBER 14, 2022
CALL TO ORDER
A regular quarterly meeting of the La Quinta Housing Commission (Commission) was called to order at 4:04 p.m. by Chairperson Gaeta-Mejia.
This meeting provided teleconferencing accessibility pursuant to Executive Orders N-60-20 and N-08-21 executed by the Governor of California, and subsequently Assembly Bill 361 (AB 361, 2021), enacted in response to the state of emergency relating to novel coronavirus disease 2019 (COVID-19) and enabling teleconferencing accommodations by suspending or waiving specified provisions in the Ralph M. Brown Act (Government Code § 54950 et seq.), and City Council Resolution No. 2021-035, adopted on September 28, 2021, and reaffirmed on December 6, 2022.
PRESENT: Commissioners Casto, Chapman (joined at 4:09 p.m.), Pacheco, and Chairperson Gaeta-Mejia
ABSENT: Commissioner Davidson
STAFF PRESENT: Finance Director Martinez, Management Analyst Kinley, and Commission Secretary Camarena
PLEDGE OF ALLEGIANCE
Chairperson Gaeta-Mejia led the audience in the Pledge of Allegiance.
CONFIRMATION OF AGENDA – Confirmed
PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA – None
PRESENTATIONS – None
CONSENT CALENDAR
1. APPROVE MEETING MINUTES OF NOVEMBER 9, 2022
REPORTS AND INFORMATIONAL ITEM NO. 27
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QUARTERLY MEETING
MOTION – A motion was made and seconded by Commissioners Pacheco/Casto to approve the Consent Calendar as recommended. Motion passes – ayes (3), noes (0), abstain (0), absent 2 (Chapman and Davidson).
BUSINESS SESSION
1. RECEIVE AND FILE FISCAL YEAR 2021/22 HOUSING AUTHORITY
YEAR-END BUDGET REPORT
Finance Director Martinez presented the staff report, which is on file in the Clerk’s Office.
COMMISSIONER CHAPMAN JOINED THE MEETING AT 4:09 P.M.
Commission and staff discussed the purchase of the vacant real property located between the Pavilion at La Quinta Shopping Center and the La Quinta Valley Plaza Shopping Center on Highway 111 being included in the available fund balances presented in the staff report.
MOTION – A motion was made and seconded by Commissioners Pacheco/Casto recommending the Housing Authority receive and file fiscal year 2021/22 Housing Authority year-end budget report.
Motion passes: ayes (4), noes (0), abstain (0), absent 1 (Davidson).
STUDY SESSION
1. DISCUSS FISCAL YEAR 2022/23 HOUSING COMMISSION
ACTIVITY
Management Analyst Kinley presented the staff report, which is on file in the Clerk’s Office.
Commission and staff discussed recent and pending real property acquisitions along the Highway 111 corridor, and the potential future development of both properties to help the City meet its regional housing needs allocation (RHNA) mandated by the State; importance to determine the best location for future affordable housing developments and ensure high quality units; expressed concern that the recent inflation and increase in wages and materials costs may adversely affect future projects and cause delays. Staff explained that the City consistently monitors market and economic conditions in order to determine the best time to initiate projects to get them completed in a timely manner. The City will continue to provide updates to the Commission with any 520 Click Here to Return to Agenda
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QUARTERLY MEETING
new developments that may arise and encouraged suggestions from the Commission.
COMMISSIONER’S ITEMS – None
STAFF REPORTS AND INFORMATIONAL ITEMS
Staff announced the 2023 Community Workshop will take place at the La Quinta Wellness Center on February 15, 2023, from 5 p.m. to 7 p.m.
ADJOURNMENT
There being no further business, a motion was made and seconded by Commissioners Casto/Pacheco to adjourn the meeting at 4:34 p.m. Motion passes: ayes (4), noes (0), abstain (0), absent 1 (Davidson).
Respectfully submitted,
LORI LORETT, Commission Secretary
City of La Quinta, California
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COMMUNITY SERVICES COMMISSION Page 1 of 3 DECEMBER 12, 2022
MINUTES QUARTERLY MEETING
COMMUNITY SERVICES COMMISSION
MINUTES
MONDAY, DECEMBER 12, 2022
CALL TO ORDER
A regular meeting of the Community Services Commission (Commission) was called to order by Chair Biondi at 4:00 p.m.
PRESENT: Commissioners Blakeley, Gordon, La Greca, Shelton, and Chair Biondi ABSENT: None
STAFF PRESENT: Community Resources Manager Calderon, Community Resources Analyst Calderon, and Management Assistant Chaudhry
PLEDGE OF ALLEGIANCE
Commissioner La Greca led the audience in the Pledge of Allegiance.
PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA None
ANNOUNCEMENTS, PRESENTATIONS, AND WRITTEN COMMUNICATIONS None CONFIRMATION OF AGENDA Confirmed
CONSENT CALENDAR
1. APPROVE SEPTEMBER 12, 2022, MEETING MINUTES, AND REAPPROVE NOVEMBER 1, 2021 SPECIAL MEETING MINUTES, AND DECEMBER 13, 2021, MARCH 14, 2022, JUNE 6, 2022 QUARTERLY MEETING MINUTES The Commission discussed there were no substantive edits to the minutes being reapproved.
MOTION A motion was made and seconded by Commissioners Blakeley/La Greca to approve the Consent Calendar as recommended. Motion passed unanimously.
BUSINESS SESSION
1. RECOMMEND A RECIPIENT OF THE 2023 SENIOR INSPIRATION AWARD
TO CITY COUNCIL
Community Resources Manager Calderon presented the staff report, which is on file in the Community Resources Department.
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MINUTES QUARTERLY MEETING
COMMISSIONER LA GRECA LEFT THE DAIS AT 4:05 P.M. BECAUSE HE DID WAS NOMINATED AS A RECIPIENT FOR THE 2023 SENIOR INSPIRATION AWARD
The Commission discussed the five Senior Inspiration Award nominees and the metrics for selecting a recommendation to City Council.
COMMISSIONER LA GRECA RETURNED TO THE DAIS AT 4:24 P.M. FOR THE
REMAINDER OF THE MEETING
MOTION A motion was made and seconded by Commissioners Biondi/Blakeley to recommend Ada Nuckels as the 2023 Senior Inspiration Award recipient to City Council.
Motion passed unanimously.
STUDY SESSION
1. DISCUSS ADDING BIKE RACKS AT CITY PARKS AND FACILITIES Community Resources Analyst Calderon presented the staff report, which is on file in the Community Resources Department.
Commissioner Gordon distributed a hand-out to the Commission and staff, which was made available to the public and incorporated into the agenda packet and public record of the meeting.
The Commission discussed existing bike racks amenities at City parks; adding more bike racks in strategic areas throughout the parks including near entrance/exit points and near playgrounds.
Director of Business Unit and Housing Development Villalpando provided information on alternative transportation, including cyclists, particularly with the completion of the regional CV Link project spearheaded by the Coachella Valley Association of Governments, and assess areas for additional bike rack locations.
The Commission discussed opportunities to incorporate artistic bike rack installations as a component to the Art in Public Places program; Staff will enhance efforts to promote bicycle safety and bike rack information, and research why the local pocket parks do not offer bike racks for visitors.
DEPARTMENTAL REPORTS
Staff provided verbal updates on the following items:
1. 40TH ANNIVERSARY ART PIECE UPDATE
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MINUTES QUARTERLY MEETING
During the October 18, 2022, City Council meeting, the City Council discussed the th anniversary art piece, and reached a
consensus that the recommendations were not the best fit for this project. The City Council provided direction that an outdoor mural would be a better medium for the art piece and requested that the artwork include a timeline and tell the story of La Quinta. A revised Call to Artists will be distributed to artists in January 2023; Staff will collect the responses and present them to the Commission for discussion.
2. CULTURAL CAMPUS UPDATE
Staff is working with HGA, the architecture firm selected to design the master plan for the Cultural Campus, to revise their initial concepts. The master plan will include improvements to the entrance of the La Quinta Museum, archiving space, and the Casita.
3. FRITZ BURNS PARK IMPROVEMENTS UPDATE
Staff are collecting responses from a community survey. Park improvements may include additional shade structures and pickleball courts. The firm selected to redesign the park will provide an update to City Council in Spring 2023.
4. CITY EVENTS RECAP
Staff provided an overview of the City events that recently occurred including Concerts in the Park, the Veterans Recognition Ceremony, El Gato Classic, and the Tree Lighting Ceremony. Upcoming events include the American Express Golf Tournament, Mission LQ Rocket Launch, the Egg Hunt, and the City Picnic.
5. CIVIC CENTER ART COMMITTEE PURCHASES
The Civic Center Art Purchase Committee selected three new art pieces from the La Quinta Art Celebration to be included in the public art collection. The artwork will be displayed at City Hall and the Wellness Center.
C None
ADJOURNMENT
There being no further business, a motion was made and seconded by Commissioners Gordon/Shelton to adjourn the meeting at 5:04 p.m. Motion passed unanimously.
Respectfully submitted,
MICHAEL CALDERON,
Community Resources Analyst / Community Services Commission Secretary City of La Quinta, California
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COMMUNITY SERVICES COMMISSION
SPECIAL MEETING MINUTES Page 1 of 2 JANUARY 25, 2023
COMMUNITY SERVICES COMMISSION
SPECIAL MEETING MINUTES
WEDNESDAY, JANUARY 25, 2023
CALL TO ORDER
A special meeting of the Community Services Commission was called to order by Chairperson Biondi at 4:02 p.m.
This meeting provided teleconferencing accessibility pursuant to Executive Orders N-60-20 and N-08-21 executed by the Governor of California, and subsequently Assembly Bill 361 (AB 361, 2021), enacted in response to the state of emergency relating to novel coronavirus disease 2019 (COVID-19) and enabling teleconferencing accommodations by suspending or waiving specified provisions in the Ralph M. Brown Act (Government Code § 54950 et seq.).
PRESENT: Commissioners Blakeley, Gordon, La Greca, Shelton, and Chair Biondi ABSENT: None
STAFF PRESENT: Community Resources Manager Calderon, Community Resources Analyst Calderon, Management Analyst Hansen, Deputy City Clerk McGinley, and Community Services Commission Secretary Chaudhry.
PLEDGE OF ALLEGIANCE
Chair Biondi led the Commission in the Pledge of Allegiance.
PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA None
CONFIRMATION OF AGENDA Confirmed
BUSINESS SESSION
1. RECOMMEND DESIGN FOR THE LA QUINTA PARK SPLASH PAD RENOVATION PROJECT NO. 2022-19 TO CITY COUNCIL
Management Analyst Hansen presented the staff report, which is on file in the Community Resources Department.
The Commission discussed the two splash pad design options proposed by California Commercial Pools; how the designs are similar in size, but incorporate different features such as water cannons, buckets, and water fixtures, material and lifespan of the water features, and the use of recycled water to operate the splash pad; the cost difference between the two options, with Option B featuring more expensive water fixtures than Option A. 527
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SPECIAL MEETING MINUTES Page 2 of 2
The Commission reached a consensus that the adaptive and interactive components featured in Option A are worthwhile additions to the splash pad.
MOTION - A motion was made and seconded by Commissioners Blakely/Shelton to recommend Option A for the La Quinta Park Splash Pad Renovation Project No. 2022-19 to City Council. Motion passed unanimously.
C None.
ADJOURNMENT
There being no further business, a motion was made and seconded by Commissioners La Greca/Blakeley to adjourn the meeting at 4:21 p.m. Motion passed unanimously.
Respectfully submitted,
MICHAEL CALDERON,
Community Services Analyst / Community Services Commission Secretary City of La Quinta, California
JANUARY 25, 2023
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PLANNING COMMISSION MINUTES Page 1 of 4 FEBRUARY 28, 2023
PLANNING COMMISSION
MINUTES
TUESDAY, FEBRUARY 28, 2023
CALL TO ORDER
A regular meeting of the La Quinta Planning Commission was called to order at 5:00 p.m. by Chairperson Currie.
PRESENT: Commissioners Caldwell, Guerrero, Hassett, McCune, Nieto, and Chairperson Currie
ABSENT: Commissioner Tyerman
STAFF PRESENT: Design & Development Director Danny Castro, Public Works Director/City Engineer Bryan McKinney, Planning Manager Cheri L.
Flores, Senior Planner Carlos Flores, and Commission Secretary Tania Flores
PLEDGE OF ALLEGIANCE
Commissioner Caldwell led the audience in the Pledge of Allegiance.
PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA – None.
CONFIRMATION OF AGENDA
Commissioner Nieto said he would recuse himself from the discussion and vote on Public Hearing Item No. 1 due to a potential conflict of interest stemming from a business relationship, as his employer, The Altum Group, is a consultant on the proposed project.
MOTION – A motion was made and seconded by Commissioners Caldwell/Hassett to confirm the agenda as published. Motion passed: ayes – 6, noes – 0, abstain – 0, absent – 1 (Tyerman).
ANNOUNCEMENTS, PRESENTATIONS, AND WRITTEN COMMUNICATION
1. INTRODUCE NEWLY APPOINTED COMMISSIONER ELISA GUERRERO Planning Manager Flores introduced newly appointed Commissioner Guerrero who provided a brief summary of her experience and qualifications.
REPORTS AND INFORMATIONAL ITEM NO. 30
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CONSENT CALENDAR
1. APPROVE MEETING MINUTES DATED JANUARY 24, 2023
MOTION – A motion was made and seconded by Commissioners Hassett/Caldwell to approve the Consent Calendar as recommended. Motion passed: ayes – 6, noes – 0, abstain – 0, absent – 1 (Tyerman).
BUSINESS SESSION
1. REVIEW GENERAL PLAN AND HOUSING ELEMENT ANNUAL PROGRESS REPORTS FOR CALENDAR YEAR 2022 AND RECOMMEND THAT CITY
COUNCIL AUTHORIZE SUBMITTAL TO THE STATE OFFICE OF PLANNING AND
RESEARCH AND DEPARTMENT OF HOUSING AND COMMUNITY
DEVELOPMENT
Planning Manager Flores presented the staff report which is on file in the Design and Development Department.
Staff answered Commission questions regarding the City’s plan to meet the required Regional Housing Needs Assessment (RHNA); developer incentives and fee waivers for building affordable housing projects; assignment and negotiation of RHNA numbers; and possible moderate-income unit sites.
Commission expressed appreciation for a thorough report and efforts to meet affordable housing needs.
MOTION – A motion was made and seconded by Commissioner Nieto/Chairperson Currie to recommend that the City Council authorize submittal of the General Plan and Housing Element Annual Progress Reports to the Office of Planning and Research and State Department of Housing and Community Development, as recommended.
Motion passed: ayes – 6, noes – 0, abstain – 0, absent – 1 (Tyerman).
STUDY SESSION – None.
PUBLIC HEARINGS
1. ADOPT RESOLUTIONS TO ADOPT A MITIGATED NEGATIVE DECLARATION AND APPROVE CONDITIONAL USE PERMIT 2022-0004 AND SITE
DEVELOPMENT PERMIT 2022-0005 FOR OUTDOOR IMPROVEMENTS AT A RESIDENCE WITHIN THE HILLSIDE CONSERVATION OVERLAY; CEQA:
DESIGN AND DEVELOPMENT DEPARTMENT PREPARED A MITIGATED
NEGATIVE DECLARATION (EA2022-0006) CONSISTENT WITH THE
CALIFORNIA ENVIRONMENTAL QUALITY ACT; LOCATION: 77600 AVENIDA
FERNANDO
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PLANNING COMMISSION MINUTES Page 3 of 4 FEBRUARY 28, 2023
COMMISSIONER NIETO RECUSED HIMSELF DUE TO A POTENTIAL CONFLICT OF
INTEREST STEMMING FROM A BUSINESS RELATIONSHIP, AS THE ALTUM GROUP, A CONSULTANT FOR THE PROPOSED PROJECT, IS HIS EMPLOYER; AND LEFT THE DAIS AT 5:18 P.M.
DECLARATIONS REGARDING COMMISSION PUBLIC CONTACT – None.
Planning Manager Flores presented the staff report which is on file in the Design and Development Department.
Staff answered questions regarding public outreach and neighbor notification; Coachella Valley Water District (CVWD) comments or approvals of landscaping plan; toe of slope area assessment, catch basin, and possibility of boulders falling from the surrounding mountains; CVCC easement for fencing at slope; and California Department of Fish and Wildlife and United States Department of Fish and Wildlife involvement.
CHAIRPERSON CURRIE DECLARED THE PUBLIC HEARING OPEN AT 5:31 P.M.
PUBLIC SPEAKER: Applicant and property owner, Jeff Austin, introduced himself, provided a brief history of the property, and answered questions regarding boulder retention from the surrounding mountain; and remodel history of the property and surrounding properties.
CHAIRPERSON CURRIE DECLARED THE PUBLIC HEARING CLOSED AT 5:35 P.M.
Commission expressed a general consensus of approval of the project.
MOTION – A motion was made and seconded by Commissioners Caldwell/Guerrero to adopt Planning Commission Resolution No. 2023-004 to adopt a Mitigated Negative Declaration for Environmental Assessment 2022-0006, as recommended:
A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF LA
QUINTA, CALIFORNIA, ADOPTING A MITIGATED NEGATIVE DECLARATION
FOR OUTDOOR IMPROVEMENTS AT A PRIVATE RESIDENCE LOCATED AT 77600 AVENIDA FERNANDO
CASE NUMBER: ENVIRONMENTAL ASSESSMENT 2022-0006
APPLICANT: PREST VUKSIC GREENWOOD ARCHITECTS
Motion passed: ayes – 5, noes – 0, abstain – 0, absent – 2 (Nieto and Tyerman).
MOTION – A motion was made and seconded by Commissioner Caldwell/Chairperson Currie to adopt Planning Commission Resolution No. 2023-005 to approve Conditional Use Permit 2022-0004 and Site Development Permit 2022-0005 for outdoor improvements at a private residence within the Hillside Conservation Overlay, as recommended:
A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF LA
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DEVELOPMENT PERMIT FOR OUTDOOR IMPROVEMENTS AT A PRIVATE RESIDENCE LOCATED AT 77600 AVENIDA FERNANDO
CASE NUMBERS: CONDITIONAL USE PERMIT 2022-0004; SITE
DEVELOPMENT PERMIT 2022-0005
APPLICANT: PREST VUKSIC GREENWOOD ARCHITECTS
Motion passed: ayes – 5, noes – 0, abstain – 0, absent – 2 (Nieto and Tyerman).
COMMISSIONER NIETO RETURNED TO THE DAIS AT 5:39 P.M.
STAFF ITEMS
Staff provided a verbal update on the following item:
1. 2023 ANNUAL COMMUNITY WORKSHOP
Design and Development Director Castro gave a brief summary of the 2023 Community Workshop, held on February 15, 2023, at the La Quinta Wellness Center, including the City’s sacred values, current and future City initiatives and projects, and community priorities as voted by the participants with the top three (3) ranked projects being:
1. Frits Burns Park Upgrades / Maintenance and Operations Facility;
2. Road Diet to Reduce / Improve Speeding in the Cove; and
3. Improving Historic Casita at Calle Tampico / Eisenhower Drive.
Staff answered questions regarding the recently purchased property on Calle Tampico and Eisenhower Drive including future uses, parking, and historical value.
COMMISSIONER ITEMS
Commissioner McCune expressed appreciation for the new Acrisure Arena in Palm Desert and recommended the Commission and public visit the venue and attend upcoming events.
ADJOURNMENT
There being no further business, a motion was made and seconded by Commissioners Hassett/Caldwell to adjourn the meeting at 5:46 p.m. Motion passed: ayes – 6, noes – 0, abstain – 0, absent – 1 (Tyerman).
Respectfully submitted,
TANIA FLORES, Commission Secretary
City of La Quinta, California
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