Laguna Niguel City Council
January 21, 2025

CITY OF LAGUNA NIGUEL

CITY COUNCIL AGENDA ITEM
To: Honorable Mayor and Council Members
FROM: Justin J. Martin, Assistant City Manager
DATE: January 21, 2025
SUBJECT: Approval of Multi-Year Master Services Agreement with Flock Safety Group, Inc.

RECOMMENDATION
Staff recommends that the City Council:

1. Approve the Multi-Year Master Services Agreement with Flock Safety Group, Inc., subject to extension administratively for two additional one-year periods; and,

2. Authorize the City Manager to execute the agreement and future amendments to the Master Services Agreement with Flock Safety Group, Inc., subject to the City Attorney making non-substantive changes.

BACKGROUND
Public safety is a top priority for the City of Laguna Niguel and serves as Goal 1 of the City's adopted Strategic Plan. In Fiscal Year 2021-2022, Laguna Niguel Police Services identified the strategic installation of Automatic License Plate Reader (ALPR) cameras as a valuable tool to further enhance public safety. These cameras provide real-time alerts on vehicles potentially connected to criminal activity, enabling deputies to respond quickly and improving the likelihood of apprehending suspects or recovering stolen property.

Furthermore, the data collected by ALPR cameras supports investigations by identifying patterns and generating leads, especially in cases that cross multiple jurisdictions.

In late 2021, Laguna Niguel Police Services conducted a thorough evaluation of potential vendors for an ALPR system. After careful consideration, Flock Safety Group, Inc. (Flock Safety) was identified as the vendor offering the best value and capability to meet the City's needs. Flock Safety's subscription-based model provides a cost-effective, scalable solution with seamless integration into existing law enforcement systems. The system also prioritizes privacy and data security, employing encryption and limiting access to authorized law enforcement personnel for specific investigations. Data is automatically

deleted after a designated retention period unless needed for an active case, ensuring compliance with privacy laws. Additionally, Flock Safety does not use facial recognition technology, focusing solely on vehicle-related crime detection to maintain community trust and transparency.

On April 1, 2022, the City of Laguna Niguel entered into an agreement with Flock Safety for the installation of fifteen Flock Safety Falcon cameras (with ALPR capabilities) in designated areas throughout the City and access to Flock Safety's software solution. The term of the agreement was for one year, with the option to renew on an annual basis. The first-year cost totaled $45,700, which included implementation fees. For Fiscal Year 2023- 2024, the City exercised the option to renew the agreement at an annual cost of $42,000.

Most recently, the City renewed the agreement for Fiscal Year 2024-2025, with the annual cost increasing to $49,500 due to rising business operation costs.

ANALYSIS
To avoid future price increases, City staff negotiated a multi-year agreement with Flock Safety that locks in pricing at $42,000 annually for three years, with an option to administratively extend for two additional one-year periods. This ensures cost stability and supports the continuation of the City's ALPR program.

Additionally, in late-2024 the City received a request from Marina Hills Planned Community Association (HOA) to further support public safety by funding the installation and maintenance of four additional Flock Safety Falcon cameras. The HOA indicated that it does not wish to own, operate, or access data from the ALPR system. Instead, the donated funds will support the additional purchase, installation, and maintenance of four new cameras at additional locations in the City. The HOA's total contribution towards four new cameras totals $57,000 over a five-year period, with $12,200 in the first year, which includes implementation fees, and $11,200 annually for the following four years.

With these additional cameras, the City's total ALPR program increases to 19 Flock Safety Falcon cameras. The total cost of the proposed three-year agreement for all 19 cameras is $160,600, which includes $54,200 in the first Fiscal Year (due to implementation fees) and $53,200 for each of the following two Fiscal Years. The agreement covers all maintenance, data hosting, and software access, ensuring seamless operation of the ALPR program (Attachment A).

Several Orange County cities, such as Laguna Hills, San Juan Capistrano, and Laguna Beach, have implemented similar agreements with Flock Safety, demonstrating the widespread adoption and effectiveness of this technology in supporting public safety across the region. Notably, many cities have increased their number of cameras over time.

The operational responsibility for the ALPR system lies solely with the Orange County Sheriffs Department (OCSD). City staffs role is limited to contract procurement and ongoing management of the agreement. OCSD personnel, who are required to adhere to a comprehensive Automated License Plate Readers (ALPR) Usage and Privacy Policy, operate the system. This policy outlines the authorized uses of the cameras, required training for personnel, and stringent security protocols for the data collected. The policy ensures that access to ALPR data is restricted to trained personnel through a controlled process, maintaining compliance with privacy and security standards (Attachment B).

In accordance with Section 3-6-7 (Exemption from bidding) of the City's Municipal Code, this agreement is exempt from bidding because the purchase of a specific brand name, make, or model—in this case, Flock Safety's Falcon Camera and software solution-is necessary to match existing city equipment or facilitate effective maintenance and support.

This exemption ensures continuity and compatibility within the City's existing ALPR program.

The addition of four cameras, and the approval of a multi-year price-fixed agreement, enhances the City's ALPR program in a fiscally responsible manner. However, the combined cost of the cameras and the multi-year agreement exceeds the City Manager's purchasing authority of $49,999, requiring City Council approval to proceed.

ALTERNATIVES CONSIDERED

1. The City Council may direct staff to reject the funding to complete the purchase of four additional Flock Safety Falcon cameras, which could result in the City foregoing potential future cost savings.

2. The City Council may decide not to approve the Multi-Year Master Services Agreement with Flock Safety Group, Inc. and instead continue with a one-year agreement, which could result in increased annual renewal costs.

FISCAL REVIEW
The Fiscal Year 2024-25 Police Services Department operating budget includes sufficient funding to cover the City's portion of the annual cost of the Multi-Year Master Services Agreement. Upon approval, adequate funds will continue to be allocated for these expenses in subsequent fiscal years.

The total cost of the proposed three-year agreement for all 19 cameras is $160,600, which includes $54,200 in the first Fiscal Year (due to implementation fees) and $53,200 annually for the following two years. If the City exercises the optional two-year extensions, the total cost over five years will be $267,000.

The table below provides a breakdown of the annual costs for the multi-year agreement, including optional extensions for Years 4 and 5:

Year General Fund Donated Funds Total Annual Cost
1 $42,000 $12,200 $54,200
2 $42,000 $11,200 $53,200
3 $42,000 $11,200 $53,200
4 (Optional) $42,000 $11,200 $53,200
5 (Optional) $42,000 $11,200 $53,200
Grand Total $210,000 $57,000 $267,000

LEGAL REVIEW
The City Attorney's Office has reviewed the Multi-Year Master Services Agreement and has approved the document as to form.

CONCLUSION
Staff recommends that the City Council:

1. Approve the Multi-Year Master Services Agreement with Flock Safety Group, Inc. to further enhance public safety, subject to extension administratively for two additional one-year periods; and,

2. Authorize the City Manager to execute the agreement and future amendments to the Master Services Agreement with Flock Safety Group, Inc., subject to the City Attorney making non-substantive changes.

Tamara S. Letourneau Justin J. Martin,
City Manager Assistant City Manager
77 Isaac Flores Favian J. Bravo
Chief of Laguna Niguel Police Services Management Analyst Attachments:

A. Multi-Year Master Services Agreement with Flock Safety Group, Inc.

B. OCSD's Automated License Plate Readers (ALPR) Usage and Privacy Policy

ATTACHMENT A
Multi-Year Master Services Agreement
with Flock Safety Group, Inc.

Flock Safety + CA - City of Laguna
Niguel
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
MAIN CONTACT:

Tonia Crump
[email protected]
4049329942
flock safety
flock safety

EXHIBIT A

ORDER FORM
Customer: CA - City of Laguna Niguel Initial Term: 36 Months Legal Entity Name: CA - City of Laguna Niguel Renewal Term: 24 Months Accounts Payable Email: Payment Terms: Net 30
Address: 30111 Crown Valley Pkwy Laguna Niguel, Billing Frequency: Annual Califomia 92677 Retention Penod: 365 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Item Cost Quantity Total
Flock Safety Platform $53,200.00
Flock Safety Flock OS
FlockOS ™M - Essentials Included 1 Included
Flock Safety LPR Products
Flock Safety Falcon ® Included Included
Flock Safety Platform Add Ons
Extended data retention (Up to 1 Year) Included 19 Included Professional Services and One Time Purchases
Item Cost Quantity Total
One Time Fees
Flock Safety Professional Services
Professional Services - Standard Implementation Fee $250.00 4 $1,000.00 Subtotal Year l: $54,200.00
Annual Recurring Subtotal: $53,200.00
Discounts: $1,600.00
Estimated Tax: $0.00
Contract Total: S160,600.00
The Term for Flock Hardware shall commence upon first installation and validation, except that the Term for any Flock Hardware that requires self- installation shall commence upon execution of the Agreement. In the event a Customer purchases more than one type of Flock Hardware, the earliest Term start dale shall control. In the event a Customer purchases software only, the Term shall commence upon execution of the Agreement.

Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a "Renewal Term") unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

Special Terms:

Billing Schedule
Billing Schedule Amount (USD)
Year 1
At Contract Signing $54,200.00
Annual Recurring after Year 1 $53,200.00
Contract Total $160,600.00
*Tax not included
Discounts
Discounts Applied Amount (USD)
Flock Safety Platform $0.00
Flock Safety Add-ons $0.00
Flock Safety Professional Services $1,600.00
Product and Services Description
Flock Safety Platform Items Product Description
Extended data retention (Up to 1
Year) Extended data retention for up to 1 year for 1 Law Enforcement grade Falcon camera.

An integrated public safety platform that detects, centralizes and decodes actionable evidence to increase safety, improve efficiency, and connect the FlockOS ™M - Essentials community.

Law enforcement grade infrastructure-free (solar power + LTE) license plate recognition camera with Vehicle Fingerprint ™M technology (proprietar Flock Safety Falcon ® achine learning software) and real-time alerts for unlimited user Professional Services - Standard One-time Professional Services engagement, Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance Implementation Fee with the Flock Safety Standard Implementation Service Brief.

FlockOS Features & Description
FlockOS Features Description
The ability to request direct access to feeds from privately owned Flock Safety Faicon® LPR camera Community Network Access located in neighborhoods, schools, and businesses in your community, significantly increasing actionabl evidence that clears cases.

Unlimited Users Unlimited users for FlockOS
Allows agencies to look up license plates on all cameras opted into the Flock Safety network within your State Network (License Plate Lookup Only)
state.

Nationwide Network (License Plate Lookup Only)
The ability to request direct access to evidence detection devices from Law Enforcement agencies outside Law Enforcement Network Access
of your jurisdiction.

Time & Location Based Search Search full, partial, and temporary plates by time at particular device locations License Plate Lookup Look up specific license plate location history captured on Flock devices Vehicle Fingerprint Search
Insights & Analytics Repair is pit a reason at per reing in device perman de, use and.

ESRI Based Map Interface (matred infle that cosand cal on prain and the locations of each connected asse, mabing Real-Time NCIC Alerts on Flock ALPR Cameras
Missing & Exploited Children (NCMEC) databases.

Unlimited Custom Hot Lists Ability to add a suspect's license plate to a custom list and get alerted when it passes by a Flock camera By executing this Order Form, Customer represents and warrants that it has read and agrees all of the term. and conditions contained in the Terms of Service located at https://www.flocksafety.com/terms-and-conditions The Parties have executed this Agreement as of the dates set forth below.

FLOCK GROUP, INC. Customer: CA - City of Laguna Niguel
By: - By:

Name: - Name:

Title: Title:

Date: Date:

PO Number:

Master Services Agreement
This Master Services Agreement (this "Agreement") is entered into by and between Flock Group Inc. with a place of business at 1170 Howell Mill Road NW Suite 210, Atlanta, GA 30318 ("Flock") and the entity identified in the signature block ("Customer") (each a "Party," and together, the "Parties"). This Agreement is effective on the date of mutual execution ("Effective Date"). Parties will sign an Order Form ("Order Form") which will describe the Flock Services to be performed and the period for performance, attached hereto as Exhibit A.

RECITALS
WHEREAS, Flock offers a software and hardware situational awareness solution through Flock's technology platform that upon detection is capable of capturing audio, video, image, and recording data and provide notifications to Customer ("Notifications"); WHEREAS, Customer desires access to the Flock Services (defined below) on existing devices, provided by Customer, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, via the Flock Services; and WHEREAS, Customer shall have access to the Footage in Flock Services. Pursuant to Flock's standard Retention Period (defined below), Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for extracting, downloading and archiving Footage from the Flock Services on its own storage devices; and
WHEREAS, Flock desires to provide Customer the Flock Services and any access thereto, subject to the terms and conditions of this Agreement, solely for the awareness, prevention, and prosecution of crime, bona fide investigations and evidence gathering for law enforcement purposes, ("Permitted Purpose")
NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:
55842.00001\43116109.1

1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross- referenced in this Section 1.

1.1 "Agreement" means the order form (to be provided as Exhibit A, "Order Form"), these terms and conditions, and any document therein incorporated by reference in section 11.4.

1.2 "Anonymized Data" means Customer Data permanently stripped of identifying details and any potential personally identifiable information, by commercially available standards which irreversibly alters data in such a way that a data subject (i.e., individual person or entity) can no longer be identified directly or indirectly.

1.3 "Authorized End User(s)" means any individual employees, agents, or contractors of Customer accessing or using the Services, under the rights granted to Customer pursuant to this Agreement.

1.4 "Customer Data" means the data, media, and content provided by Customer through the Services. For the avoidance of doubt, the Customer Data will include the Footage.

1.5. "Customer Hardware" means the third-party camera owned or provided by Customer and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services.

1.6 "Effective Date" means the date this Agreement is mutually executed (valid and enforceable) by both Parties.

1.7 "Embedded Software" means the Flock proprietary software and/or firmware integrated with or installed on the Flock Hardware or Customer Hardware.

1.8 "Flock Hardware" means the Flock device(s), which may include the pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded Software and the Web Interface, to provide the Flock Services as specifically set forth in the applicable Order Form.

1.9 "Flock IP means the Services, the Embedded Software, and any intellectual property or proprietary information therein or otherwise provided to Customer and/or its Authorized End Users. Flock IP does not include Footage (as defined below).

1.10 "Flock Services" means the provision of Flock's software and hardware situational awareness solution, via the Web Interface, for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage.

1.11 "Footage" means still images, video, audio, and other data captured by the Flock Hardware or Customer Hardware in the course of and provided via the Flock Services. 55842 000011431161091

1.12 "Integration Data" means any distribution of data from a Customer requested third party integration.

1.13"Installation Services" means the services provided by Flock for installation of Flock Services.

1.14 "Permitted Purpose" means for legitimate public safety and/or business purpose, including but not limited to the awareness, prevention, and prosecution of crime; investigations; and prevention of commercial harm, to the extent permitted by law.

1.15 "Retention Period' means the time period that the Customer Data is stored within the cloud storage, as specified in the applicable Order Form. Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for extracting, downloading and archiving Footage from the Flock Services on its own storage devices.

1.16 "Term" means the date, unless otherwise stated in the Order Form, upon which the cameras are validated by both Parties as operational.

1.17 "Web Interface" means the website(s) or application(s) through which Customer and its Authorized End Users can access the Services.

2. SERVICES AND SUPPORT

2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, non-transferable right to access the features and functions of the Flock Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Authorized End Users to access and download via the Web Interface for the Retention Period. Authorized End Users will be required to sign up for an account and select a password and username ("User ID"). Customer shall be responsible for all acts and omissions of Authorized End Users.

Customer shall undertake reasonable efforts to make all Authorized End Users aware of all applicable provisions of this Agreement and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage).

2.2 Embedded Software License. Flock grants Customer a limited, non-exclusive, non- transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the 55842 00001\43116109.1
Embedded Software as it pertains to Flock Services, solely as necessary for Customer to use the Flock Services.

2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health, in order to improve performance and functionality. Flock will use commercially reasonable efforts to respond to requests for support within seventy-two (72) hours. Flock will provide Customer with reasonable technical and on-site support and maintenance services in- person, via phone or by email at [email protected] (such services collectively referred to as "Support Services").

2.4 Updates to Platform. Flock may make any updates to system or platform that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Flock's products or services to its agencies, the competitive strength of, or market for, Flock's products or services, such platform or system's cost efficiency or performance, or (ii) to comply with applicable law.

Parties understand that such updates are necessary from time to time and will not diminish the quality of the services or materially change any terms or conditions within this Agreement.

2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock's provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any third-party services required for Services are interrupted; (c) if Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a substantiated threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance ("Service Interruption"). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Customer, to provide updates, and to resume providing access to Flock Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized End User may incur as a result of a Service Interruption. To the extent that the Service Interruption is not caused by Customer's direct actions or by the actions of parties associated with the Customer, the time will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day). For example, in the event of a Service Interruption lasting five (5) continuous days, Customer will receive a credit for five (5) free days at the end of the Term.

2.6 Service Suspension. Flock may temporarily suspend Customer's and any Authorized End User's access to any portion or all of the Flock IP or Flock Service if (a) there is a substantiated 55842.00001\43116109.1
threat or attack on any of the Flock IP by Customer; (b) Customer's or any Authorized End User's use of the Flock IP disrupts or reasonably poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Customer has violated any material term of this provision, including, but not limited to, utilizing Flock Services for anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Customer's account ("Service Suspension"). Customer shall not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or credit. If the Service Suspension was not caused by Customer, the Term will be tolled by the duration of the Service Suspension.

2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, or toxic or flammable substances.

In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately.

3. CUSTOMER OBLIGATIONS

3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated registration information. Authorized End Users may not select as their User ID, a name that they do not have the right to use, or any other name with the intent of impersonation. Customer and Authorized End Users may not transfer their account to anyone else without prior written permission of Flock. Authorized End Users shall not share their account username or password information and must protect the security of the username and password. Unless otherwise stated and defined in this Agreement, Customer shall not designate Authorized End Users for persons who are not officers, employees, or agents of Customer. Authorized End Users shall only use Customer-issued email addresses for the creation of their User ID. Customer is responsible for any Authorized End User activity associated with its account. Customer shall ensure that Customer provides Flock with up-to-date contact information at all times during the Term of this Agreement. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Flock Services (e.g., laptops, internet connection, mobile devices, etc.). Customer shall (at its own expense) provide Flock with reasonable access and use of Customer facilities and Customer personnel in order to enable Flock 55842 00001\43116109.1
to perform Services (such obligations of Customer are collectively defined as "Customer Obligations").

3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer shall use Flock Services only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of data, video, photo, or audio content.

4. DATA USE AND LICENSING

4.1 Customer Data. As between Flock and Customer, all right, title and interest in the Customer Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited, non-exclusive, royalty-free, irrevocable, worldwide license to use the Customer Data and perform all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock does not own and shall not sell Customer Data.

4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Customer ("Customer Generated Data"). Customer shall retain whatever legally cognizable right, title, and interest in Customer Generated Data. Customer understands and acknowledges that Flock has no obligation to monitor or enforce Customer's intellectual property rights of Customer Generated Data. Customer grants Flock a non-exclusive, irrevocable, worldwide, royalty-free, license to use the Customer Generated Data for the purpose of providing Flock Services. Flock does not own and shall not sell Customer Generated Data.

4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer Data and Customer Generated Data to the extent such anonymization renders the data non- identifiable to create Anonymized Data to use and perform the Services and related systems and technologies, including the training of machine learning algorithms. Customer hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right to use and distribute such Anonymized Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock offerings. Parties understand that the aforementioned license is required for continuity of Services. Flock does not own and shall not sell Anonymized Data.
55842.00001\43116109.1

4.4 Data Distribution. Customer may, upon request, choose to integrate Flock Services with a third party to either distribute Integration Data or Customer Data (such third party, "Recipient"). Upon such request, Customer hereby grants to Flock a non-exclusive, non- transferable, royalty-free, perpetual license to access, share, view, record, duplicate, store, save, reproduce, modify, display, and distribute Customer Data and/or Integration Data, as required by the requested distribution. Customer acknowledges that such data may be viewed, recorded, duplicated, stored, saved, reproduced, modified, displayed, distributed, and retained by Recipient for a period longer than Flock's standard retention period and hereby provides consent to such retention period.

5. CONFIDENTIALITY; DISCLOSURES

5.1 Confidentiality. To the extent required by any applicable public records requests, each Party (the "Receiving Party") understands that the other Party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party).

Proprietary Information of Flock includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non- public data provided by Customer to Flock or collected by Flock via Flock Services, which includes but is not limited to geolocation information and environmental data collected by sensors.

The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event less than commercially reasonable precautions, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.

Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. At the termination of this Agreement, all Proprietary Information will be returned to the Disclosing 55842.00001\43116109.1
Party, destroyed or erased (if recorded on an erasable storage medium), together with any copies thereof, when no longer needed for the purposes above, or upon request from the Disclosing Party, and in any case upon termination of the Agreement. Notwithstanding any termination, all confidentiality obligations of Proprietary Information that is trade secret shall continue in perpetuity or until such information is no longer trade secret.

5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement.

Customer further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock's sole discretion. Customer and Authorized End Users shall not: (i) directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover, or recreate the source code, object code or underlying structure, ideas or algorithm of the Flock Services or any software provided hereunder; modify, translate, or create derivative works based on the Flock Services or any software provided hereunder, (ii) 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; (iii) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (iv) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock Services or Flock IP; (v) use the Flock Services for anything other than the Permitted Purpose; or (vi) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Customer's rights. There are no implied rights.

5.3 Disclosure of Footage. Subject to and during the Retention Period, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to comply with a legal process, enforce this Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or emergency situations.

6. PAYMENT OF FEES

6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order Form based on the billing structure and payment terms as indicated in the Order Form. To the 55842.00001\43116109.1
extent the Order Form is silent, Customer shall pay all undisputed invoices net thirty (30) days from the date of receipt. If Customer believes that Flock has billed Customer incorrectly, Customer must contact Flock no later than thirty (30) days after the closing date on the first invoice in which the error or problem appeared to receive an adjustment or credit. Customer acknowledges and agrees that a failure to contact Flock within this period will serve as a waiver of any claim. If any undisputed fee is more than thirty (30) days overdue, Flock may, without limiting its other rights and remedies, suspend delivery of its service until such undisputed invoice is paid in full. Flock shall provide at least thirty (30) days' prior written notice to Customer of the payment delinquency before exercising any suspension right.

6.2 Notice of Changes to Fees. In the event of any changes to fees, Flock shall provide Customer with sixty (60) days notice (email sufficient) prior to the end of the Initial Term or Renewal Term (as applicable). Any such changes to fees shall only impact subsequent Renewal Terms.

6.3 Taxes. To the extent Customer is not a tax exempt entity, Customer is responsible for all taxes, levies, or duties, excluding only taxes based on Flock's net income, imposed by taxing authorities associated with the order. If Flock has the legal obligation to pay or collect taxes, including amount subsequently assessed by a taxing authority, for which Customer is responsible, the appropriate amount shall be invoice to and paid by Customer unless Customer provides Flock a legally sufficient tax exemption certificate and Flock shall not charge Customer any taxes from which it is exempt. If any deduction or withholding is required by law, Customer shall notify Flock and shall pay Flock any additional amounts necessary to ensure that the net amount that Flock receives, after any deduction and withholding, equals the amount Flock would have received if no deduction or withholding had been required.

7. TERM AND TERMINATION

7.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order Form (the "Term"). Unless otherwise indicated on the Order Form, the Term shall commence upon first installation of Flock Hardware, as applicable. Following the Term, unless otherwise indicated on the Order Form, this Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a "Renewal Term") unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term. 55842 000011431161091

7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any applicable Flock Hardware at a commercially reasonable time period. In the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period ("Cure Period"). Either Party may terminate this Agreement (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. In the event of a material breach by Flock, and Flock is unable to cure within the Cure Period, Flock will refund Customer a pro-rata portion of the pre-paid fees for Services not received due to such termination.

7.3 Survival. The following Sections will survive termination for a period of 5 years following termination of the Agreement: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 10.1 and 11.6.

8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER

8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded Software (a "Defect"), Customer must notify Flock's technical support team. In the event of a Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective Flock Hardware at no additional cost to the Customer. Flock reserves the right, in its sole discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or testing within a commercially reasonable time, but no longer than seven (7) business days after Customer gives notice to Flock.

8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may request a replacement of Flock Hardware at a fee according to the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule). In the event that Customer chooses not to replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that Flock is not liable for any resulting impact to Flock service, nor shall Customer receive a refund for the lost, damaged, or stolen Flock Hardware.

8.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services 55842. 00001\43116109.1
may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because of other causes beyond Flock's reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER'S SOLE REMEDY, AND FLOCK'S SOLE LIABILITY, WITH RESPECT TO DEFECTS.

FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET

FORTH IN THIS SECTION AND THE SUPPLEMENTAL CONDITIONS ADDENDUM, THE SERVICES ARE PROVIDED "AS IS" AND FLOCK DISCLAIMS ALL WARRANTIES,

EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS

DISCLAIMER ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE OF CALIFORNIA.

8.5 Insurance. Flock will maintain commercial general liability policies attached hereto as Exhibit B.

8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, pandemics (including the spread of variants), issues of national security, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, financial institution crisis, weather conditions or acts of hackers, internet service providers or any other third party acts or omissions.

9. LIMITATION OF LIABILITY; INDEMNITY

9.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,

FLOCK, ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND

EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY

SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED

THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR 55842. 00001\43116109.1
BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA; (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK'S ACTUAL

KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS

THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS,

EXCEED THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE

ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS LIMITATION OF LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE OF CALIFORNIA. THE

FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO MATTERS STATED IN THE SUPPLEMENTAL CONDITIONS ADDENDUM. NOTWITHSTANDING

ANYTHING TO THE CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY

SHALL NOT APPLY (I) TO MATTERS STATED IN THE SUPPLEMENTAL CONDITIONS

ADDENDUM (II) IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (III) INDEMNIFICATION OBLIGATIONS.

9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable for the torts of its own officers, agents, or employees.

9.3 Flock Indemnity. Flock shall indemnify and hold harmless Customer, its agents and employees, from liability of any kind, including claims, costs (including defense) and expenses, on account of: (i) any copyrighted material, patented or unpatented invention, articles, device or appliance manufactured or used in the performance of this Agreement; or (ii) any damage or injury to property or person directly caused by Flock's installation of Flock Hardware, except for where such damage or injury was caused solely by the negligence of the Customer or its agents, officers or employees.
55842 00001\43116109.1

10. INSTALLATION SERVICES AND OBLIGATIONS

10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of this Agreement, except as otherwise specifically set forth in this Agreement. Except as otherwise expressly stated in this Agreement, Customer is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Customer agrees and understands that in the event Customer is found to engage in any of the foregoing restricted actions, all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination for material breach by Customer. Customer shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock.

Should Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at Flock's discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock's rights to any damages Flock may sustain as a result of Customer's default and Flock shall have the right to enforce any other legal remedy or right.

10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock Hardware for optimal product functionality, as conditions and locations allow. Flock will collaborate with Customer to design the strategic geographic mapping of the location(s) and implementation of Flock Hardware to create a deployment plan ("Deployment Plan"). In the event that Flock determines that Flock Hardware will not achieve optimal functionality at a designated location, Flock shall have final discretion to veto a specific location, and will provide alternative options to Customer.

10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent requested changes to the Deployment Plan, including, but not limited to, relocating, re- positioning, adjusting of the mounting, removing foliage, replacement, changes to heights of poles will incur a fee according to the reinstall fee schedule located at (https://www.flocksafety.com/reinstall-fee-schedule). Customer will receive prior notice and confirm approval of any such fees.

10.4 Customer Installation Obligations. Customer is responsible for any applicable supplementary cost as described in the Customer Implementation Guide, attached hereto as Exhibit C. Customer represents and warrants that it has, or shall lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the 55842.00001\43116109.1
designated locations and to make any necessary inspections or maintenance in connection with such installation.

10.5 Flock's Obligations. Installation of any Flock Hardware shall be installed in a professional manner within a commercially reasonable time from the Effective Date of this Agreement. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for the length of the Term. Flock may use a subcontractor or third party to perform certain obligations under this Agreement, provided that Flock's use of such subcontractor or third party shall not release Flock from any duty or liability to fulfill Flock's obligations under this Agreement.

11. MISCELLANEOUS

11.1 Compliance with Laws. Parties shall comply with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any subpoena requests).

11.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party, without prior written consent by the Parties. Notwithstanding the foregoing, either Party may assign this Agreement, 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.

11.4 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous or contemporaneous negotiations, discussions or agreements, whether written and oral, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Customer's purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. Any mutually agreed upon future purchase order is 55842.00001\43116109.1
subject to these legal terms and does not alter the rights and obligations under this Agreement, except that future purchase orders may outline additional products, services, quantities and billing terms to be mutually accepted by Parties. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement shall prevail.

Customer agrees that Customer's purchase is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Flock with respect to future functionality or feature.

11.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Parties do not have any authority of any kind to bind each other in any respect whatsoever. Flock shall at all times be and act as an independent contractor to Customer.

11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the State of California. The Parties hereto agree that venue would be proper in the chosen courts of the State of California. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.

11.7 Special Terms. Flock may offer certain special terms which are indicated in the Order Form and will become part of this Agreement, upon Customer's prior written consent and the mutual execution by authorized representatives ("Special Terms"). To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control.

11.8 Publicity. Upon prior written consent of Customer, Flock has the right to reference and use Customer's name and disclose the nature of the Services in business and development and marketing efforts. Nothing contained in this Agreement shall be construed as conferring on any Party, any right to use the other Party's name as an endorsement of product/service.

11.9 Feedback. If Customer or Authorized End User provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency or Authorized End User hereby assigns to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.

11.10 Export. Customer may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, 55842 00001\43116109.1
the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign Customer or authority. As defined in Federal Acquisition Regulation ("FAR"), section 2.101, 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 the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

11.11 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections.

11.12 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the Parties they are representing upon the Effective Date.

11.13 Conflict. In the event there is a conflict between this Agreement and any applicable statement of work, or Customer purchase order, this Agreement controls unless explicitly stated otherwise.

11.14 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt to the address listed on the Order Form (or, if different, below), if sent by certified or registered mail, return receipt requested.

11.15 Non-Appropriation. Notwithstanding any other provision of this Agreement, all obligations of the Customer under this Agreement which require the expenditure of public funds are conditioned on the availability of said funds appropriated for that purpose. To the extent applicable, Customer shall have the right to terminate this Agreement for non-appropriation with thirty (30) days written notice without penalty or other cost. 55842 00001\43116109.1 17
FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: [email protected]
Customer NOTICES ADDRESS:

ADDRESS:

ATTN:

EMAIL:
55842.00001\43116109.1

EXHIBIT B

INSURANCE

1. Liability Insurance.

A. Insurance Policies. Without limiting Consultant's indemnification of City as described in the Agreement, Consultant shall obtain and provide and maintain at its own expense during the term of this Agreement policy or policies of liability insurance of the type and amounts described below and satisfactory to the City Attorney. Such policies shall be signed by a person authorized by that insurer to bind coverage on its behalf and must be filed with the City prior to exercising any right or performing any work pursuant to this Agreement.

B. Named Additional Insured. The City of Laguna Niguel and its Council members, officers, officials, employees, agents, and volunteers shall be named as additional insureds under the policies required by subparagraphs General and Auto Insurances for all liability arising from Consultant's performance of services pursuant to this Agreement. This insurance shall be primary to any insurance maintained by the City. City insurance shall not contribute to any judgment rendered against the City.

Insurance Coverage. Prior to the commencement of any services hereunder, Consultant shall provide to City certificates of insurance with original endorsements, and copies of policies, if requested by City, of the following insurance coverage:

Required Coverage. Flock shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the services under this Agreement and the results of that work by Flock or its agents, representatives, employees or subcontractors. Insurance shall be placed with insurers with a current A. M. Best rating of no less than "A" and "VII". Flock shall obtain and, during the term of this Agreement, shall maintain policies of professional liability (errors and omissions), automobile liability, and general liability insurance for insurable amounts of not less than the limits listed herein. The insurance policies shall provide that the policies shall remain in full force 55842 00001\43116109.1|
during the life of the Agreement. Flock shall procure and shall maintain during the life of this Agreement Worker's Compensation insurance as required by applicable State law for all Flock employees. For the avoidance of doubt, (i) all required insurance limits by Customer can be met through a combination of primary and excess/umbrella coverage, and (ii) Flock's Cyber and Professional Liability/Errors and Omissions insurance has a shared limit of Five Million Dollars (5,000,000) per incident and in the aggregate.

Types and Amounts Required. Flock shall maintain, at minimum, the following insurance coverage for the duration of this Agreement:
(i) Commercial General Liability insurance written on an occurrence basis with minimum limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad-form property damage, and product and completed operations coverage;
(i) Workers Compensation insurance in accordance with statutory limits; (iii) Professional Liability/Errors and Omissions insurance with minimum limits of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate;
(iv) Commercial Automobile Liability insurance with a minimum combined single limit of One Million Dollars ($1,000,000) per occurrence for bodily injury, death, and property coverage, including owned and non-owned and hired automobile coverage; and (v)Cyber Liability insurance written on an occurrence basis with minimum limits of Five Million Dollars ($5,000,000).
55842 00001143116109.1

ADDENDUM

CITY OF LAGUNA NIGUEL SUPPLEMENTAL CONDITIONS
For purposes of this Addendum to the Agreement between Flock Group, Inc. and the City of Laguna Niguel, the term "Contractor" shall refer to Flock Group, Inc., and the term "City" shall be used to refer to the Customer, which is the City of Laguna Niguel.

1. California Civil Code Compliance. Contractor is advised of, and agrees it will comply with the requirements of the California Civil Code, Division 3, Part 4, Title 1.81.23 COLLECTION OF LICENSE PLATE INFORMATION [S$1798.90.5 - 1798.90.55] as applicable to an automated license plate recognition (ALPR) operator (also referred to as an "ALPR operator"), as may be amended. Contractor shall maintain reasonable security procedures and practices to protect ALPR information from unauthorized access, destruction, use, modification or disclosure that are at least as protective as the "Flock Safety End to End Data Security Overview," "Flock Safety CJIS Compliance Overview," and "Flock Safety Internet Security Policy," (collectively, referred to as the "Flock Security Policies") as each such policy was in effect as of January 29, 2020.

Any amendment to the Flock Security Policies shall be transmitted to the City within 10 days. In the event the City determines in its sole discretion that any amendment to the Flock Security Policies either substantially reduces the privacy or security of Customer Content (including ALPR Footage) or the amendments would violate any State or Federal law, then the City shall have the right to terminate the Agreement and Flock will refund to City a pro-rata portion of the pre-paid Fees for Services not received due to such termination.

2. Disclosure of Security Breach. Contractor is advised of the requirements of the California Civil Code, section 1798.29, requiring notification to any resident of California in the event of breach of the security of the system. Contractor agrees it will notify the City immediately (and in no event more than 24 hours) upon the occurrence of any breach in the security of data that may potentially trigger the need for security breach notifications pursuant to Civil Code section 1798.29 or similar State or Federal law. The parties agree that the City will control the timing and content of any required security breach notification, and agree that Contractor shall fully pay or reimburse the City for the costs of providing any security breach notification required by Civil Code, section 1798.29, or similar State or Federal law, resulting from any security breach of the Flock Safety platform. Contractor's responsibility for the costs of providing such security breach notifications shall not be limited by any disclaimer or limitation of liability in the Agreement, including but not limited to Sections 2.1, 7.4. and 8 of the Terms of this Agreement.

3. Insurance. During the entire term of this Agreement and any extension or modification thereof, the Contractor shall keep in effect insurance policies meeting the following insurance requirements: See Exhibit B - Insurance Requirements.

4. Infringement. Without limiting the generality or applicability of Section 3, above, if a third party makes a claim against the City that any use of the Services in accordance with the terms of this Agreement infringes such third party's intellectual property rights, Contractor, at its sole cost and expense, will defend City against the claim and indemnify City from the damages, losses, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by Contractor, provided that City: (i) notifies Contractor promptly in writing of the claim; (ii) gives Contractor sole control of the defense and any settlement negotiations; and (iii) gives Contractor reasonable assistance in the defense of such claim. If Contractor believes or it is determined that the Services violated a third party's intellectual property rights, Contractor may choose to either modify the Services to be noninfringing or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, Contractor may terminate City's use rights and refund any unused, prepaid fees City may have paid to Contractor.

5. Subcontractors. Notwithstanding Section 2.1 of the Government Agency Service Agreement, if Contractor utilizes a third-party subcontractor or other vendor to provide the Services under this Agreement, Contractor shall ensure that such subcontractors) or vendor(s) complies with the terms of this Agreement, and shall be jointly and severally liable with the subcontractor/vendor for any breach by the subcontractor/vendor.

ATTACHMENT B
OCSD's Automated License Plate Readers (ALPR)
Usage and Privacy Policy
Policy Orange County Sheriff-Coroner Department
463 Orange County SD Policy Manual
Automated License Plate Readers (ALPRs)
Usage and Privacy Policy
463.1 PURPOSE AND SCOPE
The purpose of this policy is to provide guidance for the capture, storage, access, sharing, and use of digital data obtained through the use of Automated License Plate Reader (ALPR) technology.

ALPR technology, also known as License Plate Recognition, provides automated detection of license plates. ALPRs are used by the Orange County Sheriff-Coroner Department to link data associated with vehicle license plates for official law enforcement purposes, including identifying and locating stolen or wanted vehicles, stolen license plates and missing persons. ALPRs may also be used to gather or disseminate information related to active warrants, homeland security advisories (as permitted by California law), law enforcement bulletins, electronic surveillance, suspect interdiction, and stolen property recovery. It is the intent of the Department to ensure that the access and use of ALPR data is consistent with the law and with respect for individuals' privacy and civil liberties. The Department will also investigate and enforce unauthorized disclosure of confidential information. See Policy 215 and Civil Code 1792.29. 463.2 ADMINISTRATION
All installation and maintenance of department owned/leased ALPR equipment shall be managed by the Technology Division. The acquisition of ALPR systems and data shall be the responsibility of the Technology Division. The Technology Division will be responsible for ensuring vendors have the required safeguards that comply with CJIS standards. Data collected by Department owned/leased ALPR equipment, unless copied and booked as evidence, shall be managed by the ALPR provider. The Technology Division shall oversee the access, sharing, and technical requirements of this policy. The Patrol Operations Command shall oversee compliance, training, audit and use requirements of this policy. The administration of this policy shall be in compliance with the requirements of Civil Code Section 1798.90.5 et seq. 463.3 OPERATIONS
Use of an ALPR is restricted to the purposes outlined in this policy. Only Department Members assigned as Sergeants, Deputy Sheriffs, Investigators, Investigative Assistants, Dispatchers, Analysts, Sheriff Special Officers (SSO) or Community Service Officers (CSO) AND assigned to the Patrol Operations Command, Investigations and Special Operations Command, Judicial Protection Unit, Orange County Intelligence Assessment Center (OCIAC), Internal Affairs Bureau, or Regional Narcotics Suppression Program (RNSP) are authorized to operate ALPR equipment and access ALPR data, provided they have first received Department approved training.

Department Members shall not use, or allow others to use the equipment or database records for any unauthorized purpose (Civil Code § 1798.90.51; Civil Code § 1798.90.53).

1. An ALPR shall only be used for official law enforcement business.

Copyright Lexipol, LLC 2025/01/08, All Rights Reserved Automated License Plate Readers (ALPs) Published with permission by Orange County Sheriff-Coroner Usage and Privacy Policy - 1 Department
Orange County Sheriff-Coroner Department
Orange County SD Policy Manual
Automated License Plate Readers (ALPRs) Usage and Privacy Policy

2. An ALPR may be used in conjunction with any routine patrol operation or criminal investigation. Reasonable suspicion or probable cause is not required before using an ALPR.

3. While an ALPR may be used to canvass license plates around any crime scene, particular consideration should be given to using ALPR equipped cars to canvass areas around homicides, shootings, arson events, bombings, and other major incidents. Partial license plates reported during major crimes should be entered into the ALPR system in an attempt to identify suspect vehicles.

No Member of this Department shall operate ALPR equipment or access ALPR data without first completing Department-approved training.

No ALPR operator may access Department, state, or federal data unless otherwise authorized to do so.

6. The user shall verify an ALPR response through the California Law Enforcement Telecommunications System (CLETS) before taking enforcement action that is based solely on an ALPR alert.

7. Department Members shall access ALPR only from an approved Department workstation, MDC, or Department-issued mobile device.

8. Deputies are not authorized to respond Code 3 to an ALPR "hit" unless exigent circumstances exist and must comply with OCSD Policy 316.

9. No member of this Department is authorized to leave a call for service in response to an ALPR "hit" unless there is an exigent circumstance.

10. Non-criminal history information contained within databases accessed through CLETS, NCIC or other DOJ criminal justice systems, as well as California LEAs' individual databases should not be used for the purpose of immigration enforcement.

11. Users should not include criminal history information or other personal identifying information of a target suspect (beyond the suspect's last name) or information obtained from CLETS into ALPR information fields accessed by those not authorized to receive CLETS information.
463.4 DATA COLLECTION AND RETENTION
All ALPR data is hosted or otherwise provided using a "Third Party ALPR Provider" (such as those contracts originated by the Department, law enforcement contract partners, businesses, homeowners' associations ("HOAs", etc.). ALPR data that is provided by the Third Party ALPR provider is the sole responsibility of that company (service provider). The Third Party ALPR Provider owns and is solely responsible for the data it makes available, its data will not be stored outside of the United States or Canada, and its employees who have access to unencrypted criminal justice information will undergo training and background checks.

ALPR data collected by the Department will be retained for six months to allow for the proper investigation into reported criminal activity. All data captured after six months will be purged unless it is part of an active criminal investigation or booked as evidence.

Copyright Lexipol, LLC 2025/01/08, All Rights Reserved. Automated License Plate Readers (ALPs) Published with permission by Orange County Sheriff-Coroner Usage and Privacy Policy - 2 Department
Orange County Sheriff-Coroner Department
Orange County SD Policy Manual
Automated License Plate Readers (ALPRs) Usage and Privacy Policy ALPR data used in a criminal investigation may be considered evidence and should be exported, submitted into evidence, and documented in the related case report. All ALPR data uploaded to the Department's Digital Evidence Management System (DEMS) or copied and booked as evidence, shall follow the Department's evidence booking, handling, storage, and retention requirements. 463.5 ACCOUNTABILITY
All data shall be closely safeguarded and protected by both procedural and technological means.

Each Member is responsible for safeguarding their personal login and password. The Orange County Sheriff-Coroner Department shall observe the following safeguards regarding access to and use of stored data (Civil Code § 1798.90.51; Civil Code § 1798.90.53):

All ALPR data shall be accessible only through a login/password-protected system capable of documenting all access of information by name, date, time, and purpose (Case #) (Civil Code § 1798.90.52). If applicable, multi-factor or two-factor authentication will be utilized in addition to login/password.

2. Members approved to access ALPR data under these guidelines are permitted to access the data for legitimate law enforcement purposes only, such as when the data relates to a specific criminal investigation or Department-related civil or administrative action. A report number or CAD call number shall be inputted into the search justification field before searching the ALPR data.

3. Members approved to access ALPR data will receive relevant training prior to independently accessing the data.

4. Any time an authorized Member reasonably believes ALPR data may be beneficial in a criminal or non-criminal matter, the Member shall input a detailed reason for access, report number or CAD call number into the search reason field, to access the ALPR database.

5. ALPR system audits shall be conducted on a regular basis to ensure the security of the information accessed or used is in compliance with all applicable privacy laws.

The Technology Division will generate an ALPR use report. The report will be used to conduct monthly audits of ALPR responses. The audits will be conducted by the supervisor responsible for administrative duties where the ALPR user is assigned. Any potential violation of the law or Department policy will be forwarded to the Command of the involved member for further investigation which may result in revocation of ALPR system access, training and/or discipline.

6. Members of the Technology Division will be the only members to have and grant administrator access. Upon separation from the Department, access to any ALPR data will be immediately revoked.

7. The Technology Division Director or designee will be the official custodian of the ALPR systems. The Technology Division will provide a list of users during the Employee Life Cycle review. The list will be given to the divisions to conduct a user audit by the supervisor responsible for administrative duties where the ALPR user is assigned.

Copyright Lexipol, LLC 2025/01/08, All Rights Reserved. Automated License Plate Readers (ALPRs) Published with permission by Orange County Sheriff-Coroner Usage and Privacy Policy - 3 Department
Orange County Sheriff-Coroner Department
Orange County SD Policy Manual
Automated License Plate Readers (ALPRs) Usage and Privacy Policy Members using ALPR must recognize that the data collected from the ALPR device, and the content of the referenced Hot Lists, consists of data that may or may not be accurate. To the greatest extent possible, information obtained from ALPRs should be verified from separate law enforcement information sources to confirm the vehicle or subject's identity and justification for contact. Users of ALPR data must, to the fullest extent possible, visually confirm the license plate or vehicle characteristics correspond with the digital image of the license plate or vehicle generated by the ALPR.

9. Members using ALPR will be required to implement the reasonable security features outlined in this policy pursuant to Cal. Civil Code 1798.90.51.

10. All Members using ALPR equipment or accessing ALPR data are required to acknowledge that they have read and understood this policy prior to use of the ALPR System.
463.6 AUDITS
Access to, and use of, ALPR data is logged for audit purposes. Audit reports will be structured in a format that is understandable, useful, and will contain:

1. The name of the user;

2. The date and time of access;

3. The specific data accessed;

4. The supplied authorized law enforcement or public safety justification for access; and A case, tip, or CAD call number associated with the investigative effort generating the ALPR data query.
463.7 THIRD PARTY ALPR
Many local governments, businesses and HOAs have entered contracts with companies who provide ALPR services ("Third Party ALPR" providers"). The Orange County Sheriffs Department can use ALPR equipment and data owned by Third Party ALPR providers if there is an agreement with the contracting entity. Allied law enforcement agencies can also share their ALPR data with members from the Orange County Sheriff's Department. Third Party ALPR data is to be handled consistent with California Civil Code sections 1798.90.5 et seq.

The owner of the "Third Party ALPR" system is responsible for the retention of data, as well as, any PRA requests related to the system they own. Any PRA requests for data from a Third Party ALPR system shall be governed by the Third Party ALPR provider's PRA policy and practices.

Members of the Orange County Sheriffs Department will not retain data from "Third Party ALPR" systems unless that specific information is used during official OCSD duties and saved by OCSD. 463.8 CREATION AND USE OF "HOT LIST" OR "CUSTOM HOT LISTS" Hot Lists are lists of vehicles or license plates associated with active investigations. Third party ALPR systems may automatically generate Hot Lists for license plate information that has been Copyright Lexipol, LLC 2025/01/08, All Rights Reserved. Automated License Plate Readers (ALPRs) Published with permission by Orange County Sheriff-Coroner Usage and Privacy Policy - 4 Department
Orange County Sheriff-Coroner Department
Orange County SD Policy Manual
Automated License Plate Readers (ALPRs) Usage and Privacy Policy entered into the California Law Enforcement Telecommunication System (CLETS). Examples of investigations include Amber Alerts or other missing children, Silver Alerts or other critical missing elderly persons, missing adults, stolen vehicles, or stolen license plates. The purpose of these lists is to alert OCSD personnel that a vehicle displaying a license plate number that is included on a Hot List has been observed by an ALPR camera.

Custom Hot Lists can also be created for active investigations or official department business but may only be created by authorized members.

Authorized members permitted to create a "Custom Hot List" include:
(a) Deputies assigned to the Real Time Operations Center (RTOC) (b) Investigators
(c) Investigative Assistants
(d) Research/Crime Analysts
(e) Sergeants
(1) Deputy Ils assigned to the Traffic Office responsible for Traffic Collision Investigations

2. All Custom Hot Lists must be approved by a Sergeant prior to posting or distributing.

3. When a member receives a Hot List or Custom Hot List alert, the member must verify:
(a) The ALPR read was accurate.
(b) The issuing state matches the plate on record.
(c) The circumstances that triggered the alert for a stolen vehicle or lost/missing/ stolen license plate are still valid by verifying through CLETS. (d) Circumstances that triggered the alert for all other cases not listed in subsection (c) must be accompanied with independent reasonable suspicion or legal justification for a detention.
(e) The type of response requested in a Custom Hot List entry (e.g., Stop and Fl, Crime Vehicle, Felony Warrant, etc.).

4. If the record in the Hot List or Custom Hot List was created based on the wanted status of the registered owner (the registered owner has an outstanding warrant for their arrest), the Department Member must be cognizant of the fact the driver may not be the wanted subject and should have independent reasonable suspicion or legal justification for the stop

5. Members must have reasonable suspicion to initiate a traffic enforcement stop on the vehicle, independent from the Hot List or Custom Hot List alert. 463.9 SHARING AND RELEASING ALPR DATA
Pursuant to Civil Code Section 1798.90.55, subdivision (b), ALPR data shall not be sold, shared, or transferred, except to another public agency, and only as otherwise permitted by law.SB 34 does not permit California LEAs to share ALPR information with private entities or out-of-state Copyright Lexipol, LLC 2025/01/08, All Rights Reserved. Automated License Plate Readers (ALPs) Published with permission by Orange County Sheriff-Coroner Usage and Privacy Policy - 5
Department
Orange County Sheriff-Coroner Department
Orange County SD Policy Manual
Automated License Plate Readers (ALPRs) Usage and Privacy Policy or federal agencies, including out-of-state and federal law enforcement agencies. Members may share ALPR data on a case-by-case basis with other law enforcement or prosecutorial agencies for official law enforcement purposes or as otherwise permitted by law, using the following procedures:

The agency makes a written request for the ALPR data that includes:
(a) The name and description of the agency.

The name of the person requesting the information.
(0) The intended purpose of obtaining the information.

A statement that the datawill be kept confidential and will not be used or disclosed in any manner that is prohibited by California Civil Code section 1798.90.5 et seq.; Penal Code section 13778.2; Government Code sections 7284.6and 7921.505, subdivision (c)(5); or any other laws that currently exist.

2. The request must be reviewed by the authorized designee within the Records Division and approved before the request is fulfilled

3. The approved request is sent to the Technology Division and is retained on file by the Technology Division according to the County of Orange retention requirements.

ALPR data authorized to be shared with other Law Enforcement agencies for access to the requesting agency's independent ALPR searches must be accompanied by the Department's ALPR Sharing MOU. The Technology Division will retain all ALPR MOUs, grant/deny access to the requesting agency, and ensure compliance with MOU requirements.

Requests for ALPR data by non-law enforcement or non-prosecutorial public agencies shall be processed at the direction of the Records Division. (See Section 463.7 Third Party ALPR above regarding PRA requests involving Third Party Providers.) In responding to a Public Records Act request or compulsory process in litigation seeking the production of ALPR information, California LEAs should consider all applicable privileges and exemptions depending on the nature of the request, bearing in mind the command in Civil Code section 1798.90.55, subdivision (b), that an ALPR end-user or operator "shall not sell, share, or transfer ALPR information, except to another public agency, and only as otherwise permitted by law"
The release of ALPR data which has been uploaded to the DEMS or copied to disc format and booked into evidence shall be released in accordance with Policy 802 - Property and Evidence. 463.10 TRAINING
Department training for use of ALPR systems shall address compliance with this policy including data privacy and security.

The Field Training Bureau shall ensure that members assigned to the Patrol Operations Command receive Department-approved training for those authorized to use or access the ALPR system (Civil Code § 1798.90.51; Civil Code § 1798.90.53).

Copyright Lexipol, LLC 2025/01/08, All Rights Reserved. Automated License Plate Readers (ALPRs) Published with permission by Orange County Sheriff-Coroner Usage and Privacy Policy - 6 Department
Orange County Sheriff-Coroner Department
Orange County SD Policy Manual
Automated License Plate Readers (ALPRs) Usage and Privacy Policy The Real Time Operations Center Supervisor will ensure that Members assigned to the Operations Support & Intelligence Division, and any other authorized user receive Department-approved training for those authorized to use or access the ALPR system through OCSD access (Civil Code § 1798.90.51; Civil Code § 1798.90.53).

Copyright Lexipol, LLC 2025/01/08, All Rights Reserved Automated License Plate Readers (ALPs) Published with permission by Orange County Sheriff-Coroner Usage and Privacy Policy - 7 Department