Attachment A - Amendment No.1 to Contract No. S23187316 with Flock Safety

Vers.: Aug. 5, 2019

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AMENDMENT NO. 1 TO CONTRACT NO. S23187316

BETWEEN THE CITY OF PALO ALTO AND
FLOCK GROUP INC. dba FLOCK SAFETY

This Amendment No. 1 (this “Amendment”) to Contract No. S23187316 (the “Contract” as defined below ) is entered into as of December 6, 2024 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and FLOCK GROUP INC. dba FLOCK SAFETY, a Delaware corporation, Department of Industrial Registration No. PW-LR-1000674310, located at 1170 Howell Mill Road NW, Suite 210, Atlanta, Georgia, 30318 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of leasing and installing Automated License Plate Reader System (ALPR) equipment, as detailed therein.

B. The Parties now wish to amend the Contract in order to install ten (10) additional ALPR cameras to lease; extending term by 41 months from June 30, 2026 to December 5, 2029; and increasing not to exceed compensation by Three Hundred Forty Nine Thousand Eight Hundred Eight Dollars and Twenty Two Cents ($ 349,808.22), from One Hundred Seventy Four Thousand Four Hundred Dollars ($174,400) to Five Hundred Twenty Four Thousand Two Hundred Eight Dollars and Twenty Two Cents ($524,208.22).

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:

SECTION 1. Definitions. The following definitions shall apply to this Amendment:

a. Contract. The term “Contract” shall mean C ontract No. S23187316 between CONSULTANT and CITY, dated April 1, 2023.

b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

SECTION 2. Section 2. “TERM” of the Contract is hereby amended to read as follows:

“The term of this Agreement shall be from the date of its full execution through December 5, 2029 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. ”

SECTION 3. Section 4. “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows:

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“The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Five Hundred Sixteen Thousand Seven Hundred Eight Dollars and Twenty Two Cents ($516,708.22). The hourly schedule of rates, if applicable, is set out in Exhibit C -1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

Optional Additional Services Provision (This provision applies only if checked and a not -to- exceed compensation amount for Additional Services is allocated below under this Section 4.)

In addition to the not-to-exceed compensation specified above, CITY has set aside the total not- to-exceed compensation amount of Seven Thousand Five Hundred Dollars ($7,500) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Five Hundred Twenty Four Thousand Two Hundred Eight Dollars and Twenty Two Cents ($524,208.22), as detailed in Exhibit C.

“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Service s up to the maximum amount of compensation set forth for Additional Services in this Section 4.

CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A- 1, entitled “PROFESSIONAL SERVICES TASK ORDE R”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.

To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order an d only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.”

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SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/ are hereby incorporated in full into this Amendment and into the Contract by this reference:

a. Exhibit “A” entitled “SCOPE OF SERVICES”, ADDED / AMENDED, REPLACES PREVIOUS.

b. Attachment “A” entitled “FALCON CAMERAS SPECIFICATIONS”, AMENDED, REPLACES PREVIOUS.

c. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, ADDED / AMENDED, REPLACES PREVIOUS.

d. Exhibit “C” entitled “ COMPENSATION”, ADDED / AMENDED, REPLACES PREVIOUS.

e. Exhibit “C -1” entitled “ SCHEDULE OF RATES ” AMENDED, REPLACES PREVIOUS.

f. Exhibit “J” entitled “FLOCK GROUP SERVICES ADDITIONAL TERMS OF SERVICE” AMENDED, REPLACES PREVIOUS.

SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.

SECTION 6 . Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

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SIGNATURES OF THE PARTIES

IN WITNESS WHEREOF, the P arties have by their duly authorized representatives executed this Amendment effective as of the date first above written.

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or Designee

FLOCK GROUP INC. dba FLOCK SAFETY

Officer 1

By:

Name:

Title:

Officer 2 (Required for Corp. or LLC)

By:

Name:

Title:

Attachments:
 EXHIBIT A – SCOPE OF SERVICES, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS)  ATTACHMENT A-1 – FALCON CAMERA SPECIFICATIONS, AMENDMENT NO.1 (AMENDED,

REPLACES PREVIOUS)
 EXHIBIT B – SCHEDULE OF PERFORMANCE, AMENDMENT NO.1 (AMENDED, REPLACES

PREVIOUS)
 EXHIBIT C – COMPENSATION, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS)  EXHIBIT C-1 – SCHEDULE OF RATES, AMENDMENT NO.1 (AMENDED, REPLACES

PREVIOUS)
 EXHIBIT J – FLOCK GROUP SERVICES ADDITIONAL TERMS OF SERVICE, (AMENDED, REPLACES PREVIOUS).

Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Mark Smith
General Counsel
Garrett Langley
CEO

Vers.: Aug. 5, 2019

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EXHIBIT A

SCOPE OF SERVICES

CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.

CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.

CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services.

I. AUTOMATIC LICENSE PLATE READER SYSTEM SERVICES
A. CONSULTANT’s surveillance devices shall function as vehicular motion -activated sensors to detect capturing sight and sound to decode images by narrowing down visual criteria related searches. CONSULTANT’s Automated License Plate Reader Systems (ALPR or LPR ) includes vehicle fingerprint technology, which will develop machine learning and computer vision analyses to break down captured evidence into searchable queries. The ALPR will provide the following:

Visual Evidence by:
 vehicle make, type, and color;
 license plate (missing plate, covered plate, paper plate, state of the license plate); and
 unique features (roof rack, bumper stickers, and window stickers) Contextual Evidence by:
 timestamp;
 number of times vehicle has been captured in the last 30 days; and  associated vehicles.

B. CONSULTANT’s description of product and services shall perform as detailed in Attachment A-1
C. CONSULTANT’s database video footage on visual and contextual evidences are downloadable data deliverables to provide CITY users.

1. Survey Locations
CONSULTANT shall furnish leasing all equipment, equipment maintenance, installation, materials, tools, and software services to implement ALPR devices across City of Palo Alto’s designated key areas that shall include but not limited to the following tasks:

a) CONSULTANT shall coordinate with CITY Project Manager and Public Works department to present several viable options for solar or AC power camera install feasibility for of up to Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Vers.: Aug. 5, 2019

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forty (40) locations to present a deployment plan for the CITY to review and approve camera locations. CONSULTANT’s deployment plan shall include a technician to conduct site survey to:
 evaluate/reconfirm feasibility of a location per camera (location assessment, solar assessment, visibility review, etc.;
 check line of sight to the road, safety plans and methods required to perform camera installation; and
 evaluate/reconfirm adequate AT&T or T-Mobile cellular services in the area that is suitable by placing a white flag per location.

b) CITY shall pro vide support (if needed) to provide permits, special equipment or vehicles, custom engineering drawings or traffic plans, concrete cutting and AC -powered installation source;

c) CONSULTANT shall coordinate with State’s PG&E “811” call service and CITY Utilities department for safe underground digging to mark each camera approved marking location for underground utilities within a 10-foot radius.

d) In preparation of scheduling camera installation date, CONSULTANT shall ship any site - specific material(s) t hat CONSULTANT’s technician does not have on site and coordinate with CITY staff on scheduling process of any permits required, special equipment, safety assessment and traffic control safety plans.

Installation (one-time service per camera location)
a) On s cheduled start date, CONSULTANT shall mount twenty (20) Falcon Camera devices (specifications are in detail reference as Attachment A -1) that meet standard installation procedures for Safety Performance Evaluation of Highway and Assessing Safety Hardware (NCHRP350/MASH), while adhering to standard procedural plans from the Manual of Uniform Traffic Control Devices (MUTCD).

b) Of the 20 camera locations, fourteen (14) cameras shall require Standard Implementation service, which CONSULTANT shall perform camera mount(s) onto CITY’s existing traffic pole infrastructure to meet CIT Y’s/County of Santa Clara’s Right of Way (ROW) for public use of existing property or future streets, curbs, planting strips or sidewalks. Standard Implementation is detailed therein in Attachment B-1.

c) The remaining six (6) cameras shall require Advance I mplementation service using required Department of Transportation (DOT) approved standard 12’ CONSULTANT’s above grade breakaway pole to meet DOT’s “Right of Way and Land Survey” activity requirements within Caltrans’ Interstate of Highway System geographi c boundaries. Advanced Implementation is detailed therein in Attachment C-1.

d) Upon camera mount installation of each cameras, CONSULTANT shall collaborate with CITY Utilities department for CITY electrician(s) to install AC power source and connectivity to the cameras (per Electrician Installation Steps specified in Attachment D-1). CONSULTANT shall inspect camera to verify device and visual line of sight meets mount/placement specification.

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2. Additional APLR Installation, Amendment No. 1 (one-time service per camera location) a) On scheduled start date, CONSULTANT shall mount t en (10) Falcon Camera devices (specifications are in detail reference as Attachment A -1) that meet standard installation procedures for Safety Performance Evaluation of Highway and Assessing Safety Hardware (NCHRP350/MASH), while adhering to standard procedural plans from the Manual of Uniform Traffic Control Devices (MUTCD).

b) The additional ten (10) cameras, as designated by CITY per location , shall require Standard Implementation service, which CONSULTANT shall perform camera mount(s) onto CITY’s existing traffic pole infrastructure to meet CITY’s/County of Santa Clara’s Rig ht of Way (ROW) for public use of existing property or future streets, curbs, planting strips or sidewalks.

Standard Implementation is detailed therein in Attachment B-1.

c) Upon camera mount installation of each cameras, CONSULTANT shall collaborate with CITY Utilities department for CITY electrician(s) to install AC power source and connectivity to the cameras (per Electrician Installation Steps specified in Attachment D-1). CONSULTANT shall inspect camera to verify device and visual line of sight meets mount/placement specification.

II. MAINTENANCE
CONSULTANT’s Field Operation team is responsible for physical installation and maintenance of leased cameras and associated equipment provided by CONSULTANT during term of this Agreement. This includes CONSULTANT’s team of technicians and maintenance schedulers to coordinate maintenance service with CITY staff.

III. SUBSCRIPTION/SOFTWARE
Post-Camera-Installation, CONSULTANT shall set up a software licensing subscription account training for CITY Project Manager to designate authorized CITY staff to access CONSULTANT’s permission web -based portal and provide the CITY with training on best practices to search for relevant data.

IV. ADVANCED SEARCH
CONSULTANT shall collaborate with CITY police staff upon request to perform via the CONSULTANT’S software web interface to utilize advanced evidence search capabilities to operate convoy analysis; multi -geo search, visual search queries; and common plate analysis in which the LPR Advance Search functioning features shall perform to include:
 Visual Search to upload any digital image (i.e.) Ring doorbell footage, closed- circuit television stills or mobile phone pictures) to conduct vehicle search.  Multi-Geo Search to connect crimes across different locations to a common suspect vehicle to expedite case clearance and prevent repeat offenses.  Convoy Analysis on identifying vehicles frequently traveling together to identify accomplices in organized crimes (i.e. Motor Vehicle theft & drug trafficking).

V. ADDITIONAL SERVICES (Optional)
CITY can request for additional surveillance relocation(s), which shall be mutually written in Agreement as detailed therein within a Task Order (Exhibit A -1 form) per Section 4 of the Agreement. CONSULTANT shall perform the following optional Additional Services Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Vers.: Aug. 5, 2019

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for:
a) camera relocations; and
b) camera and/or pole replacement to reinstall damage, theft or vandalism of ALPR equipment.

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ATTACHMENT A-1
FALCON CAMERAS SPECIFICATIONS, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)

CONSULTANT’s Falcon Cameras LPR products, services, features, and general install shall perform in detail within the description listed below:

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

Flock Safety Falcon ®
Law enforcement grade infrastructure-free (solar power + LTE) license plate recognition camera with Vehicle Fingerprint ™ technology (proprietary machine learning software) and real-time alerts for unlimited users.

Flock Safety Advanced Search Advanced Search is an optional upgrade for Law Enforcement Grade Falcon cameras. Advanced Search includes Convoy Analysis, Multi Geo Search, and Visual Search.

Professional Services - Existing Infrastructure Implementation Fee
One-time Professional Services engagement. Includes site and safety assessment of existing vertical infrastructure location, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief.

FlockOS Features & Description

FlockOS Features Description

Community Network Access
The ability to request direct access to feeds from privately owned Flock Safety Falcon® LPR cameras located in neighborhoods, schools, and businesses in your community, significantly increasing actionable evidence that clears cases.

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

Nationwide Network (License Plate Lookup Only)
With the vast Flock Safety sharing network, law enforcement agencies no longer have to rely on just their devices alone. Agencies can leverage a nationwide system boasting 10 billion additional plate reads per month to amplify the potential to collect vital evidence in otherwise dead-end investigations.

Law Enforcement Network Access The ability to request direct access to evidence detection devices from Law Enforcement agencies outside 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
Search footage using Vehicle Fingerprint™ technology. Access vehicle type, make, color, license plate state, missing / covered plates, and other unique features like bumper stickers, decals, and roof racks.

Insights & Analytics Reporting tool to help administrators manage their LPR program with device performance data, user and network audits, plate read reports, hot list alert reports, event logs, and outcome reports.

ESRI Based Map Interface Map-based interface that consolidates all data streams and the locations of each connected asset, enabling greater situational awareness and a common operating picture.

Real-Time NCIC Alerts on Flock ALPR Cameras
Receive automated alerts when vehicles entered into established databases for missing and wanted persons are detected, including the FBI’s National Crime Information Center (NCIC) and National Center for Missing & Exploited Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Vers.: Aug. 5, 2019

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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

CONSULTANT shall perform general installation requirement as describe in detail below:

Use Cases:
 CONSULTANT’S SAFETY LICENSE PLATE READERS (LPRs) are designed to capture images of near license plates, aimed in the direction of traffic.  CONSULTANT’S LPRs are not designed to capture pedestrians, sidewalks, dumpsters, gates, other areas of non-vehicle traffic, or intersections.

Placement:
 It captures vehicles driving away from an intersection.  It cannot point into the middle of an intersection.
 It should be placed after the intersection, to prevent “stop and go” motion activation, or “stop and go” traffic.

Mounting:
 It can be mounted on existing utility, light, or traffic signal poles, or 12 foot CONSULTANT’s poles. **NOTE** Permitting (or permission from pole owner) may be required in order to use existing infrastructure or install in specific areas, depending on local regulations & policies.
 It should be mounted one per pole*. If using AC power, they can be mounted 2 per pole.
o *Cameras need sufficient power. Since a solar panel is required per camera, it can prevent sufficient solar power if 2 cameras and 2 solar panels were on a single pole (by blocking visibility). Therefore, if relying on solar power, only one camera can be installed per pole.
 They can be powered with solar panels or direct wire-in AC Power (no outlets). **NOTE** CONSULTANT does not provide Electrical services. Once installed, the agency or community must work with an electrician to wire the cameras.

Electrician services should be completed within two days of installation to prevent the camera from dying.
 They will require adequate cellular service using AT&T or T-Mobile to be able to process & send images

Solar Panels
 Solar panels need unobstructed southern -facing views

Pole
 If a location requires “DOT” approved pole (i.e., not CONSULTANT’s standard pole), the “advanced implementation” cost will apply per Exhibit C-1, Schedule of Rates Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Vers.: Aug. 5, 2019

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EXHIBIT B
SCHEDULE OF PERFORMANCE, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)

CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY.

Milestones
Completion
Number of Days/Weeks (as
specified below)
from NTP

1. ALPR Services 20 Camera Installation – Year 1 (one-time service only)

60 days (Completed)

2. 20 ALPR Services w/ Advanced Search – Year 1 (July 13, 2023 - July 12, 2024)
Ongoing within term of
Agreement
(Completed)
Amendment No. 1

3. ALPR Services 20 Cameras w/ Advanced Search – Year 2 (July 13, 2024 – December 5, 2025)

Ongoing within Term of
Agreement

4. ALPR Services 10 Camera Installation – Year 2
(one-time service only)
Ongoing within Term of
Agreement

5. 10 ALPR Services w/ Advanced Search – Year 2
(December 6, 2024 - December 5, 2025)
Ongoing within term of
Agreement
(subject to completion of milestone 3)

6. 30 ALPR Services w/ Advanced Search – Year 3
(December 6, 2025 - December 5, 2026)
Ongoing within term of
Agreement

7. 30 ALPR Services w/ Advanced Search – Year 4
(December 6, 2026 - December 5, 2027)

Ongoing within term of
Agreement

8. 30 ALPR Services w/ Advanced Search – Year 5
(December 6, 2027 - December 5, 2028)

Ongoing within term of
Agreement

9. 30 ALPR Services w/ Advanced Search – Year 6
(December 6, 2028 - December 5, 2029)
Ongoing within term of
Agreement

Optional Schedule of Performance Provision for On-Call or Additional Services Agreements.

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(This provision only applies if checked and only applies to on- call agreements per Section 1 or agreements with Additional Services per Section 4.)

The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement.

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EXHIBIT C
COMPENSATION, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)

CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C -1 up to the not to exceed budget amount for each task set forth below.

CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement.

CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4) , within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.

BUDGET SCHEDULE
TASK

NOT TO EXCEED AMOUNT
Task 1
(ALPR Services 20 Camera Installation –
Year 1
[one-time service only])
$9,400 (paid in full)
Task 2
(ALPR Services 20 Cameras w/ Advanced
Search – Year 1
[July 13, 2023 - July 12, 2024])
$52,500 (paid in full)
AMENDMENT NO.1

Task 3
(ALPR Services 20 Cameras w/ Advanced
Search – Year 2
[July 13, 2024 – December 5, 2025])
$55,808.22* (partially paid $52,500)
Task 4
(ALPR Services 10 Camera Installation –
Year 2
[one-time service only])
$1,500
Task 5
(ALPR Services 10 Cameras w/ Advanced
Search – Year 2
[December 6, 2024 - December 5, 2025])
$33,500)

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Task 6
(30 ALPR Services w/ Advanced Search –
Year 3
[December 6, 2025 - December 5, 2026])
$83,500

Task 7
(30 ALPR Services w/ Advanced Search –
Year 4
[December 6, 2026 - December 5, 2027])
$93,500
Task 8
(30 ALPR Services w/ Advanced Search –
Year 5
[December 6, 2027 - December 5, 2028])
$93,500
Task 9
(30 ALPR Services w/ Advanced Search –
Year 6
[December 6, 2028 - December 5, 2029])
$93,500
Sub-total for Services $516,708.22
Reimbursable Expenses (if any) $0
Total for Services and Reimbursable
Expenses
$516,708.22
Additional Services
(if any, per Section 4 [Year 1 through 6])
$7,500
Maximum Total Compensation $524,208.22

*Prorated Falcon Camera Lease & Software Licensing for (previously installed) 20 annual licensing fees to cover during initial subscription start date of 07/12/25 through 11/25/25 will be at NO COST included in this balance for year 2 of 6 Service to bridge over cumulative fees to integrate with 10 added LPRs.

*Prorated Flock Safety Advanced Search for (previously installed) 20 annual access fees to cover during initial subscription start date of 07/12/25 through 11/25/25 will be at NO COST included in this balance for Service year 2 of 6 Service to bridge over cumulative fees to integrate with 10 added LPRs.

*Prorated Falcon Camera Lease & Software Licensing for (previously installed) 20 annual licensing fees to cover during initial subscription start date of 11/13/25 through 12/5/25 will be at $3,808.22 included in this balance for year 2 of 6 Service to bridge over cumulative fees to integrate with 10 added LPRs.

*Prorated Flock Safety Advanced Search for (previously installed) 20 annual access fees to cover during initial subscription start date of 11/13/25 through 12/5/25 will be at $143.84/day included in this balance for year 2 of 6 Service to bridge over cumulative fees integrat ing with 10 added LPRs.

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REIMBURSABLE EXPENSES

CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in -house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.

Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00.

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EXHIBIT C-1
SCHEDULE OF RATES, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)

CONSULTANT’s schedule of rates is as follows:

CONSULTANT’s Professional Services and One-Time Installation Purchases:

Description (Year 1, 20 LPR Services) Price/Usage
Fee
Qty Subtotal
Professional Services - Standard Implementation $350.00 14.00 $4,900.00 Professional Services - Advanced Implementation $750.00 6.00 $4,500.00

Description (Year 2, 10 LPR Services) Price/Usage
Fee
Qty Subtotal
Professional Services - Standard Implementation $150.00 10.00 $1,500.00

Hardware and Software Products

Recurring costs over 10 added APLR camera subscription 5-year term (December 6, 2024 thru December 5, 2029):

Description Price/Usage
Fee
Qty Subtotal
Falcon Camera Lease & Software Licensing
(annually) $3,000.00 10.00 $30,000.00
Flock Safety Advanced Search (annually)
$3,500.00 1.00 $3,500.00

Recurring costs over 20 existing ALPR camera previously installed for continuing service subscription to cover until December 5, 2026. Recurring costs for additional 10 ALPR subscription are effective December 6, 2024:

Description
(effective since Jul. 1, 2023 Dec 1, 2026,)
Price/Usage
Fee
Qty Subtotal
20 Falcon Camera Lease & Software Licensing
(annually) $2,500.00 20.00 $50,000.00
20 Flock Safety Advanced Search (annually)
$2,500.00 1.00 $2,500.00
Description (effective Dec. 2, 2024 until Dec. 1,
2029)
Price/Usage
Fee
Qty Subtotal
10 Falcon Camera Lease & Software Licensing
(annually) $3,000.00 10.00 $30,000.00
10 Flock Safety Advanced Search (annually)

$3,500.00 1.00 $3,500.00
Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Vers.: Aug. 5, 2019

Page 17 of 18 ends

EXHIBIT J

FLOCK GROUP SERVICES ADDITIONAL TERMS OF SERVICE, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS)

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”). This order form (“Order Form”) hereby incorporates and includes the “GOVERNMENT AGENCY AGREEMENT” attached (the “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 Agreement will become effective when this Order Form is executed by both Parties (the “Effective Date”).

Agency: CA - Palo Alto Police Department

Legal Entity Name: City of Palo Alto
Contact Name: James Reifschneider
Address:
275 Forest Ave
Palo Alto, California 94301

Phone: (650) 329-2406
E-Mail:
[email protected]

Expected Payment Method:
\FSExpectedPaymentMethod1\
Billing Contact: \FSBillingContact1\
(if different than above)

Initial Term: 80 months
Optional Renewal Term: 0 months
Billing Term: Annual payment due Net 30
per terms and conditions
Billing Frequency: Annual Plan - First Year
Invoiced at Signing

Professional Services and One-Time Purchases
Name (Effective Jul. 1, 2023 thru Dec. 5, 2024) Price/Usage Fee
QTY Subtotal
Professional Services - Standard Implementation
Fee $350.00 14.00 $4,900.00
Professional Services - Advanced Implementation
Fee $750.00 6.00 $4,500.00
Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Vers.: Aug. 5, 2019

Page 18 of 18 ends

Professional Services – Existing Infrastructure,
Standard Implementation (effective Dec. 6, 2024 $150.00 10.00 $1,500

Hardware and Software Products
Annual recurring amounts over subscription term

Yr1 Yr2 Yr3 Yr4 Yr5 Yr6 TOTAL

CURRENT
20 50,000 50,000 50,000
adv search 2,500 2,500 2,500
FlockOS
install 9,400
61,900 52,500 52,500

ADD
10 30,000 30,000
adv search 1,000 1,000
FlockOS incl incl
32,500 3,000

Prorated
Annual/Access
Fee 3,308.22
RENEW
30 90,000 90,000 90,000
adv search 3,500 3,500 3,500
FlockOS incl incl incl
93,500 93,500 93,500

Subtotal 61,900 88,308.22 83,500 93,500 93,500 93,500 514,208.22

AMENDMENT NO.1
30 61,900 88,308.22 83,500 90,000 90,000 90,000
adv search 1,000
Combined cost
included above 3,500 3,500 3,500
FlockOS incl incl incl incl incl
install 1,500
Amending NTE
Total 61,900 90,808.22 83,500 93,500 93,500 93,500 516,708.22

Annual Subscription with Installation Subtotal Year 1: $61,900.00 Annual Subscription w/ Installation Year 2 Subtotal: $90,808.22 Annual Subscription Year 3 Subtotal: $83,500.00
Annual Subscription Year 4 Subtotal: $93,500.00
Annual Subscription Year 5 Subtotal: $93,500.00
Annual Subscription Year 6 Subtotal $93,500.00
Total Year 1 through 6 Subscription Amount: $516,708.22 Additional Services for Camera & Pole Relocation/Replacement (if any): $ 7,500.00 Maximum Subscription and Additional Services Total: $524,208.22

Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Certificate Of Completion
Envelope Id: 6EE3AC1E895347D3856A80DA617364D5
Status: Sent
Subject: Docusign: Amendment No.1 S23187316 Flock_ALPR_FINAL.pdf Source Envelope:

Document Pages: 18
Signatures: 2
Envelope Originator:

Certificate Pages: 3
Initials: 0
Mai, Philip
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
[email protected]
IP Address: 199.33.32.254
Record Tracking
Status: Original
11/14/2024 2:58:51 PM
Holder: Mai, Philip
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Palo Alto
Location: DocuSign
Signer Events
Signature
Timestamp
Mark Smith
[email protected]
General Counsel
Flock Group Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 75.238.233.32
Sent: 11/14/2024 3:08:26 PM
Viewed: 11/15/2024 4:30:51 PM
Signed: 11/15/2024 4:31:14 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Garrett Langley
[email protected]
CEO
Security Level: Email, Account Authentication
(None)

Signature Adoption: Pre-selected Style
Using IP Address: 104.28.32.197
Signed using mobile
Sent: 11/15/2024 4:31:17 PM
Resent: 11/16/2024 7:36:49 AM
Viewed: 11/16/2024 7:54:53 AM
Signed: 11/16/2024 7:55:12 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Philip Mai
[email protected]
Buyer
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 11/16/2024 7:55:14 AM
Viewed: 11/16/2024 8:17:08 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Ed Shikada
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp

Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
James Reifschneider
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Kyle Egkan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Tariq Bright
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Jack Hackworth
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Angelica Ricafort
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Clerks's Office Org
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
James LaCamp
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
11/14/2024 3:08:26 PM

Envelope Summary Events
Status
Timestamps
Envelope Updated
Security Checked
11/16/2024 7:36:48 AM
Envelope Updated
Security Checked
11/16/2024 7:36:48 AM
Envelope Updated
Security Checked
11/16/2024 7:36:48 AM
Envelope Updated
Security Checked
11/16/2024 7:36:48 AM
Payment Events
Status
Timestamps

Palo Alto City CouncilDecember 2, 2024

Palo Alto City Council
December 2, 2024