First Amendment & Agmt - Flock Group. Inc. — Redondo Beach City Council, December 17, 2024

Flock Safety + CA — City of Redondo
Beach
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
NTACT:
socchini
Dcchini@flocksafety. com
617
frock safety
f ock safety

ORDERFORM
This order form (" Order Form") hereby incorporates and includes the terms of the previously executed agreement ( 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.

This additional services Agreement will be effective when this Order Form is executed by both Parties ( the " Effective Date") Customer: City of Redondo Beach Initial Term: 12 Months Legal Entity Name: City of Redondo Beach Renewal Term: 12 Months Accounts Payable Email: jeffrey. mendence@redondo. org Payment Terms: Net 30 from Customer' s receipt ofthe invoice Address: 401 Diamond St Redondo Beach, Billing Frequency: Annual Plan - First Year Invoiced at Signing.

California 90277 Retention Period: 30 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Cost Quantity A d1I
Flock Safety Platform $ 9, 000.00
Flock Safety LPR Products
Flock Safety Falcon ® Included 3 Included
Professional Services and One Time Purchases
ime Fees'
Flock Safety Professional Services
Professional Services - Existing Infrastructure $ 150. 00 3 $ 450. 00 Implementation Fee
Subtotal Year 1: 9, 450. 00
Annual Recurring Subtotal: 9, 000. 00
Estimated Tax: 0. 00
Contract Total: 18, 450. 00
Taxes shown above are provided as an estimate. Actual taxes are the responsibility ofthe Customer. This Agreement may be renewedfor successive renewal terms ofthe greater of one year or the length setforth on the Order Form ( each, a " Renewal Term').

Billing Schedule
Year 1
At Contract Signing 9, 450. 00
Annual Recurring after Year 1
9, 000. 00
Contract Total 18, 450. 00
Tax not included
Product and Services Description
Law enforcement grade infrastructure - free ( solar power + LTE) license plate recognition camera with Vehicle Fingerprint TM technology ( proprietary Flock Safety Falcon ® machine learning software) and real- time alerts for unlimited users.

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

By executing this Order Form, Customer represents and warrants that it has read and agrees to all of the terms and conditions contained in the previously executed agreement.

The Parties have executed this Agreement as of the dates set forth below.

FLOCK GROUP, INC., Customer: City of Redondo Beach, a chartered A Delaware corporation municipal corporation
5 g d by:

Doc. Signed by:

CASM& p
By: ACSC931454C24F3 By: 6BC0853B6F644F1
Mark Smith
Name:

Title:

General Counsel
Date: 9/ 26/ 2024 1 6: 18 PM PDT
oo signea by:

AaEDacF3sFFF4ac..

Diane Strickfaden,
Risk Manager
lames A. Light
Name:

Title:

Mayor
10/ 2/ 2024 1 1: 59 PM PDT
Date:

PO Number:

ATTEST:
0 Signed by:

ED72F2AC716C214CF...

Eleanor Manzano,
City Clerk
10/ 2/ 2024 1 3: 39 PM PDT
DocuSigned by:

A, M wbti
669049EDE03D402..

Michael W. Webb,
City Attorney
fi`ock safety
FLOCK GROUP INC.

AMENDMENT
This amendment ( the " Amendment") is made between Flock Group Inc., a Delaware corporation (" Flock") and City of Redondo Beach, a chartered municipal corporation (" Customer"), collectively referred to as ( the " Parties").

1. Scope. This Amendment supersedes and amends the previously executed agreement between the Parties, dated January 19, 2024, relating to the provision of services by Flock to Customer described herein and any schedules attached thereto or incorporated therein by reference ( the " Agreement"). The remainder of the Agreement shall remain in full force and effect.

2. Conflict. In the event of a conflict between this Amendment and the Agreement or any previous amendment, the terms of this Amendment will prevail.

3. Capitalization. Any capitalized terms used in this Amendment will have the same meaning as in the Agreement, unless expressly defined otherwise.

4. Effective Date. This Amendment will become effective when executed by both Parties ( the " Effective Date").

The Agreement is amended as follows:

Section 4. 1 Customer Data is amended to read as follows: 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. Flock shall not use Customer data for any purpose other than providing the Flock Services to Customer and shall not use Customer Data for marketing, advertising, or promotional purposes without Customer' s prior written consent.

Section 7. 1 Term shall be amended to read as follows: 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"), provided, however, that in no event shall the Agreement renew for more than three successive Renewal Terms.

Either Party may give notice of non -renewal at least thirty (30) days prior to the end of the then -current term.

Section 8. 6 Force Majeure shall be amended to read as follows: Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including 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, severe weather conditions ( e. g. hurricanes, tornadoes, floods, or other natural disasters) or acts of hackers, internet service providers or any other third party acts or omissions. In the event of a prolonged force majeure event lasting more than thirty (30) days, Customer shall have the right to terminate this Agreement without penalty.

Exhibit C, titled " Customer Implementation Guide", is hereby attached to and incorporated into this Amendment by reference, as if fully set forth herein. The terms and conditions outlined in Exhibit C shall be deemed effective retroactively as of January 19, 2024.

By executing this Amendment, Customer represents and warrants that it has read and agrees to all of the terms contained herein.

FLOCK GROUP INC.,
a Delaware corporation
ignedby:

EAAs
Name:

JJ
Mark
General
CSC93
Smith
454C24F3...

S 4
Counsel
Title:
9/ 26/ 2024 1 6: 18 PM PDT
Date:

ED
by:

ABEDBCF35EEF48C...

Diane Strickfaden,
Risk Manager
City of Redondo Beach,
a chartered municipal corporation
DocuSigned by:

By: 6BC0853BBF644F1._.
lames A. Light
Name:

Title: Mayo r
Date: 10/ 2/ 2024 1 1: 59 PM PDT
ATTEST:
u
EDocuSigned 414 . . b
4r A A.
72F2AC716C214CF...

Eleanor Manzano,
city clerk
10/ 2/ 2024 1 3: 39 PM PDT
DocuSigned by:

Ad w.( a
669049EDE03D402..

Michael W. Webb,
City Attorney
Exhibit C
Customer Implementation Guide
See attached.

Customer Implementation Guide
Law Enforcement
J
0 frock safety
Table of Contents
Implementation Timeline................................................................. 2 FlockSafety Team............................................................................ 3 Implementation Service briefs: Existing Infrastructure ............. 6 vs Standard vs Advanced
Existing Infrastructure Implementation
Standard Implementation
Advanced Implementation
Things to Consider When Selecting Locations 12
Customer Responsibilities: AC -Powered Cams ...... 14
Electrician Handout........................................................................ 15 Electrician Installation Steps
FAQs about AC -Powered Flock Cameras
Installation Service Brief Summary 18
Permitting: Pre - Install Questionnaire 19

1. Timeline

2. Right of Way

3. AC Power vs. Solar

4. Traffic Control & Installation Methods

5. Paperwork & Required Forms

6. Contacts
Fee Schedule................................................................................. 21 HelpCenter..................................................................................... 22 Customer Support.......................................................................... 22 CUSTOMER IMPLEMENTATION GUIDE: LAW ENFORCEMENT fi'ock safety 1 Implementation Timeline
This timeline provides general guidance and understanding of your installation process. While we typically complete installations 6- 8 weeks after locations have been finalized, delays can occur as noted in the timeline below:

REVIEW LOCATIONS Confirm Camera Locations With Your Sales Representative FLOCK: Your sales representative will present several viable options for camera locations CUSTOMER: Review Deployment Plan & approve camera locations PLEASE NOTE: If Public Works is required to move forward, please obtain approval FINALIZE LOCATIONS Prepare For Finalized Camera Locations FLOCK: Confirm Deployment Plane and signed agreement. Flock will move forward with next steps for locations that don' t need permits ( minimum 10 locations needed to move forward with partial installation)
CUSTOMER: Prepare the below items, as needed
If permits are required, begin application process
If camera will be AC - powered, hire an electrician/ street department STEP 1 Conduct On -site Survey & Place Flags
FLOCK: Flock technician conducts site survey to ( 1) evaluate/ reconfirm solar or power access, ( 2) check line of sight to the road, and ( 3) evaluate/ reconfirm cellular service in the area. When the technician deems the locations suitable, s/ he will place a white flag at each spot
PLEASE NOTE: If the initially determined locations don' t meet Flock standards, we will evaluate a new location, obtain customer approval, and redo a site survey. This may push timeline for installation
STEP 2 41 Call 811
FLOCK: Flock Safety will coordinate with Call 811 to mark each camera location for underground utilities within a 10- foot radius
PLEASE NOTE: Call 811 is a government service, so turnaround times may vary and is outside of Flock control
STEP 3 Schedule Installation
FLOCK: Flock will ( 1) ship any site specific material that the technician does not have locally ( 2) schedule the installation date
STEP 4 Install & Validate Cameras
FLOCK: After installation, your Onboarding Specialist will confirm that cameras are capturing footage well and functioning properly. They will then give you full access to the system along with helpful training resources
ONGOING - AS NEEDED Finalize Any Installation Needs
FLOCK: While we typically complete installations within 4 weeks of finalizing locations, delays may occur due to external factors. In these instances, we will continue to work through this process until your cameras are fully installed and operational flock safety 2
Flock Safety Team
Project Manager
Your Project Manager is your primary contact
during camera installation.

Your project manager will guide you through the
entire installation process, keeping you apprised
of all implementation updates as well as answering
any questions you have during this time. They will
ensure that all the cameras are on the ground and
operating for at least 48 hours before transitioning
you to your Customer Success Manager.

The Field Operations team is responsible for the
physical installation and maintenance of
cameras and associated equipment provided by
Flock. This includes a large team of technicians,
schedulers, and many others involved in
ensuring the delivery of the product.

Field Operations They take the technical plan you finalized with Team Product Implementation and work closely with
other teams at Flock to make sure that the
cameras are installed quickly and safely and in
a way that maximizes the opportunity to solve
crime at a specific location.

Note*: For all Installation questions or
concerns, please always direct them to your
Customer Success Manager and not the
technician.
frock safety 3
i
Your Customer Success Manager is your strategic
partner for your lifetime as a Flock customer.

While the cameras are getting installed, your CSM
will help get your account set up and get all key
users trained on the system.

Customer Success Post - Camera - Installation, your CSM will be your Manager go -to for most account -related needs: You should reach out to them to:

Set up Account Training
Understand benefits of features
Learning best practices for getting relevant
data
Identifying opportunities to expand the security
network in your area
Provide feedback on your partnership with
Flock
The Flock Safety Support team is committed to
answering all your day- to- day questions as quickly
as possible. To get in touch with support, simply
email support@flocksafety. com or call
866- 901- 1781 Mon - Fri 8am- 8pm EST.

Support can help you:

Flock Safety • Request camera maintenance
Support • Troubleshoot online platform
Contract / Billing questions
Update account information
Camera Sharing questions
Quick " How to" questions in your Flock Account
frock safety 4
Electrician/ Street
Department
Public Works ( LE)
Department of
Transportation
DOT), City, or
County agencies
If the Flock cameras need to be AC powered, you
customer) are responsible for providing an
electrician to ensure power connectivity
To weigh in on the use of public Rights of Way or
property
If installation in your area requires permitting
PLEASE NOTE: On some occasions, third parties outside of Flock Safety may be ( or need to be) involved in your implementation. frock safety 5
Implementation Service Briefs: Existing
Infrastructure vs Standard vs Advanced
Existing Infrastructure Implementation
COST: $ 150 per camera ( one time cost)
Included In Scope:

Once designated locations are approved by the customer, as part of the Existing Infrastructure Implementation Service Flock will perform the following:

An in - person site survey to confirm the installation feasibility of a location location assessment, solar assessment, visibility review, etc.) o Cameras need sufficient power. Since a solar panel is required per camera, it can prevent adequate solar power if two cameras and two solar panels are on a single pole ( blocking visibility). Therefore
if relying on solar power, only one camera can be installed per pole.

Confirm that a location is safe for work by following State utility locating procedures.

Each installation may include the following:
o Installation of camera and solar panel or AC adapter box on a suitable existing pole
frock safety 6
Types of existing infrastructure such as existing utility, light, and traffic signal poles.

Pole no higher than 8'- 12' ( approval at Flock Safety' s discretion) Flock will provide and mount an AC adapter unit that a qualified electrician can connect to AC power following our electrical wiring requirements. Flock is unable to make any AC connections or boreholes in any material other than dirt, grass, loose gravel ( or other non- diggable material). Electrical work requiring a licensed electrician and associated costs, not included in the scope.
o Access requiring up to a 14' using an A -frame ladder o Standard MUTCD traffic control procedures performed by a Flock technician
Obtain a business license to operate in the city and state of camera location Out Of Scope:

By default, Flock does not include the following as part of the Existing Infrastructure Implementation Service but can provide a quote for sourcing at an additional cost:

Mounting on mast arms ( always require bucket truck and traffic control) Call 811 ' Call - before - you - Dig' system
Installation of any poles including but not limited to
o Standard, 12' above grade Flock breakaway pole
o NCHRP 350 or MASH approved pole ( as may be required for locations in DOT right of way)
A Bucket Truck for accessing horizontal/ cross- beams and/ or height above 14' Special equipment rentals for site access
Site -specific engineered traffic plans
Third -party provided traffic control
State or city -specific specialty contractor licenses or unique attachment/ connection requirements
Custom engineered drawings
Electrical work requires a licensed electrician.
frock safety 7
o Flock will provide and mount an AC adapter that a qualified electrician can connect to AC power but cannot make any AC connections or boreholes in any material other than dirt, grass, loose gravel ( or other non- diggable material).

Concrete cutting
Private utility search for privately owned items not included in standard 811 procedures ( communication, networking, sprinklers, etc.) Upgrades to power sources to ready them for Flock power ( additional fuses, switches, breakers, etc.)
Any fees or costs associated with filing for required city, county, or state permits
Licensing or attachment agreements with asset / infrastructure owners Utility contracts and billing
Customer requested relocations ( see fee schedule)
COST: $ 650 per camera ( one time cost)
Included In Scope:

Once designated locations are approved by the customer, as part of the Standard Implementation Service Flock will perform the following:

An in -person site survey to confirm the installation feasibility of a location location assessment, solar assessment, visibility review, etc.) Confirm that a location is safe for work by following state utility locating procedures. Work with local utilities to prevent service interruptions during the installation
o Engage 811 ' Call -before -you - Dig' system to receive legal dig date o Apply approved markings Coordinate with 811 regarding any necessary high -risk dig clearances or required vendor meets
Each installation may include the following:
o Installation of camera and solar panel with standard, 12' above grade Flock breakaway pole
frock safety 8
o Installation of camera and AC adapter that a qualified electrician can connect to AC power on a suitable existing pole, no higher than 8- 12' ( approval at Flock Safety' s discretion)
Flock will provide and mount an AC adapter that a qualified electrician can connect to AC power following our electrical wiring requirements. Flock is unable to make any AC connections or boreholes in any material other than dirt, grass, loose gravel ( or other non- diggable material). Electrical work requiring a licensed electrician and associated costs, not included in the scope.
o Access requiring up to a 14' A -frame ladder
o Standard MUTCD traffic control procedures performed by a Flock technician Obtain a business license to operate in the City and State of camera location Out Of Scope:

By default, Flock does not include the following as part of the Standard Implementation Service but can provide a quote for sourcing at an additional cost:

Use and/ or mounting to existing infrastructure.

NCHRP 350 or MASH approved pole ( as may be required for locations in DOT right of way)
A Bucket Truck for accessing horizontal/ cross- beams and/ or height above 14' Special equipment rentals for site access
Site - specific engineered traffic plans
Third -party provided traffic control
State or city -specific specialty contractor licenses
Custom engineered drawings
Electrical work requires a licensed electrician.
o Flock will provide and mount an AC adapter that a qualified electrician can connect to AC power but cannot make any AC connections or boreholes in any material other than dirt, grass, loose gravel ( or other non- diggable material).

Concrete cutting
Private utility search for privately owned items not included in standard 811 procedures ( communication, networking, sprinklers, etc.) frock safety 9
Upgrades to power sources to ready them for Flock power ( additional fuses, switches, breakers, etc.)
Any fees or costs associated with filing for required city, county, or state permits
Licensing or attachment agreements with asset / infrastructure owners Utility contracts and billing
Customer requested relocations ( see fee schedule)
COST: $ 1, 900 per camera ( one time cost)
Included In Scope:

Once Designated Locations are confirmed, as part of the Advanced Implementation Service, Flock will perform the following:

Flock will provide and mount an AC adapter that a qualified electrician can connect to AC power following our electrical wiring requirements.

Flock cannot make any AC connections or boreholes in any material other than dirt, grass, loose gravel ( or other non- diggable material). frock safety 10
Electrical work requiring a licensed electrician and associated costs, not included in the scope.
o Access requiring up to a 14' A -frame ladder
o Standard MUTCD traffic control procedures performed by a Flock technician
Obtain a business license to operate in the City and State of camera location Out Of Scope:

By default, Flock does not include the following as part of the Advanced Implementation Service but can optionally provide a quote for sourcing additional cost):

Installation on Standard, 12' above grade Flock breakaway pole or existing infrastructure.

A Bucket Truck for accessing horizontal/ cross- beams and/ or height above 14' Special equipment rentals for site access
Site -specific engineered traffic plans
Third - party provided traffic control
State or City -specific specialty contractor licenses
Custom engineered drawings
Electrical work requires a licensed electrician. Flock will provide and mount an AC adapter that a qualified electrician can connect to AC power but cannot make any AC connections or boreholes in any material other than dirt, grass, loose gravel ( or other non- diggable material).

Concrete cutting
Private utility search for privately owned items not included in standard 811 procedures ( communication, networking, sprinklers, etc.) Upgrades to power sources to ready them for Flock power ( additional fuses, switches, breakers, etc.)
Fees or costs associated with filing for required City, County, or State permits frock safety 11
Things to Consider When Selecting Locations
Falcon Cameras
Use Cases
o Flock LPRs are designed to capture images
of rear license plates aimed in the direction
of traffic.
o Flock LPRs are not designed to capture
pedestrians, sidewalks, dumpsters, gates,
other areas of non - vehicle traffic,
intersections.

Placement
o They capture vehicles driving away from an intersection. o They cannot point into the middle of an intersection. o They should be placed after the intersection to prevent stop and go motion activation or " stop and go" traffic.

Mounting
o They can be mounted on existing utility, light, traffic signal poles, or 12 foot Flock poles.*
o They should be mounted one per pole.** If using AC power, they can be mounted 2 per pole.

They can be powered with solar panels or direct wire -in AC Power (no outlets).***
They will require adequate cellular service using AT& T or T- Mobile to be able to process & send images.

Permitting ( or permission from pole owner) may be required to use existing infrastructure or install in specific areas, depending on local regulations & policies.

Cameras need sufficient power. Since a solar panel is required per camera, it can prevent adequate solar power if two cameras and two solar panels are on a single pole ( blocking visibility). Therefore if relying on solar power, only one camera can be installed per pole.

Flock 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.
frock safety 12
Solar Panels
Solar panels need unobstructed southern -facing
views.

Pole
If a location requires a " DOT Pole" ( i. e., Advanced
Pole, Flock standard pole), the implementation
cost will be $ 5, 000/ camera.
frock safety 13
Customer Responsibilities: AC -Powered Cams
If the Flock cameras need to be AC -powered, the customer is responsible for acquiring an electrician and ensuring they connect the camera to power. See steps 2 and 6 below.
1 1. Create a Deployment Plan
O Work with us to select the best location( s) for Flock Safety cameras and power sources

2. Acquire an Electric Quote
Contact an electrician to receive a quote to run 120volt AC power to 120v the camera
FE 3. Sign Flock Safety Agreement
Sign the Flock Safety purchase order to begin the installation of cameras
x4. Conduct Site Survey
Flock will mark camera locations, locate underground utilities and mark if present

5. Install Camera
Flock will install the camera and AC power kit at the specified camera location

6. Connect Camera to Power
pq Notify the electrician that the camera is ready for the power connection installation
frock safety 14
Electrician Handout
Electrician Installation Steps

1. Run AC cable and conduit to the box
according to NEC Article 300 and any
applicable local codes. The gland
accepts'/ 2" conduit.

2. Open the box using hinges.

3. Connect AC Mains per wiring diagram
below:
a. Connect AC Neutral wire to the Surge Protector white Neutral wire using the open position on the lever nut.
b. Connect AC Line wire to the Surge Protector black Line wire using the open position on the lever nut.
c. Connect AC Ground wire to the Surge Protector green ground wire using the open position on the lever nut.

4. Verify that both the RED LED is lit on the front of the box

5. Close box and zip tie the box shut with the provided zip tie

6. While still on -site, call Flock, who will remotely verify that power is working correctly:

Southeast Region - ( 678) 562- 8766
West - Region - ( 804) 607- 9213
Central & NE Region - ( 470) 868- 4027
frock safety 15
FAQs about AC -Powered Flock Cameras
What voltage is supported?
The AC kit is designed to work with 120VAC Infrastructure by default. A 240VAC version is available on request.

How much power does this consume
Peak current draw is 1. 5 A at 120VAC. The average power draw is roughly 30W in high traffic conditions but maybe lower when fewer vehicles are present.

Who is responsible for contracting the electrician?
The customer is responsible for contracting an electrician. We can help answer questions, but the customer is responsible for identifying and contracting an electrician.

Who is responsible for maintenance?
Flock will handle all maintenance related to Flock' s camera and power equipment.

However, any problems with the electrical supply are the customer' s responsibility.

The AC junction box has two lights to indicate the presence of power and make it easy for quick diagnosis if there is a problem related to the AC power source.

If the camera indicates to Flock that there is a power supply problem, Flock will notify the customer and request that the customer verifies the lights on the AC junction box. If the AC Source light is illuminated, Flock will send a technician to investigate. If the AC source light is not illuminated, the customer should check any GFCI's or breakers in the supply circuit or call the electrician who installed the power supply.

How much does it cost?
Work required to bring AC power to each location will be different, so exact pricing is unavailable. Primary cost drivers include arrow boards and the distance from the camera location to the AC power source.

What information do I need to provide my electrician?
The Flock deployment plan and these work instructions should be sufficient to secure a quote. It will be helpful if you know the location of the existing power infrastructure before creating the deployment plan.
frock safety 16
Can you plug it into my existing power outlet? The Flock AC power adapter does not use a standard outlet plug but must be directly wired into the power mains.

While using outlet plugs may be convenient, they can easily be unplugged, presenting a tampering risk to this critical safety infrastructure.

The electrician can route power directly to the camera with a direct wire -in connection if an outlet is close to the camera.

How long does this process typically take?
The installation process typically takes 6- 8 weeks. To accelerate the process, be sure to have the electrician perform his work shortly after the Flock technician finishes installing the camera.

What kind of electrician should I look for?
Any licensed electrician should perform this work, though we have found that those who advertise working with landscape lighting are most suited for this work.

What happens if the electrician damages the equipment?
The customer is responsible for contracting the electrician. Any liability associated with this work would be assumed by the customer. If any future work is required at this site due to the electrical infrastructure or the work performed by the electrician would be the responsibility of the customer.

When should the electrician perform his work?
Once Flock installs the camera, you will receive an email alert letting you know that this has been completed. After this, you will need to schedule the electrician to route power to the pole.

What if my electrician has questions about Flock's AC Kit? You should share the AC -Power Kit Detail: packet with the electrician if they have questions.

What if the AC power is on a timer?
Sometimes the AC power will be on a timer ( like used for exterior lighting). Flock requires that the AC power provided to the camera be constant. The source that the electrician uses must not be on a timing circuit.
frock safety 17
Installation Service Brief Summary
Below outlines the statement of work for the Flock Camera Installation:

What Is Covered By Flock What Is NOT -. By Flock
71 Special Note
Flock Cameras & Traffic Control And Any
Online Platform Associated Costs
DOT Approved Pole Cost Electrician
Mounting Poles
Ongoing Electrical Costs
AC Power Kit ( As Needed) Engineering Drawings
Solar Panels ( As Needed) Relocation Fees
Excluding Changes During
Initial Installation
Site Surveys And Call 811
Contractor Licensing Fees
Scheduling
Installation Labor Costs Permit Application Processing Fees Including, But Not Limited
Customer Support / Training Specialist Mounting Equipment To, ** MASH Poles Or Adapters
Cellular Data Coverage Bucket Trucks
Maintenance Fees
Loss, Theft, Damage To Flock
Review Fees Sheet For
Equipment
More Details)
Data Storage For 30 Days
Camera Downtime Due To Only Applicable For
Power Outage AC -Powered Cameras
Field Technician Maintenance
For Falcon'" Flex
If a location requires a " DOT pole" ( i. e., not our standard), the implementation cost will be $ 5, 000/ camera; This cost is applicable for installations in GA, IL, SC, TN, and CA.

MASH poles: Manual for Assessing Safety Hardware ( MASH) presents uniform guidelines for crash testing permanent and temporary highway safety features and recommends evaluation criteria to assess test results If a camera is lost, stolen, or damaged, a replacement device can be purchased at a discounted price of $ 800 frock safety 18
Permitting: Pre -Install Questionnaire

1. Timeline
In Flock Safety's experience, in- depth permitting requirements can add 2+ months to the installation timeline.

The SLA for permit document submission is within 15 days from contract signature date ( contract Closed - Won)

2. Right of Way
Will any Flock Safety cameras be installed on the city, state, or power company -owned poles or in the city, county, or state Right of Way ( RoW)? o What is the RoW buffer?
o Will additional permits or written permission be required from third -party entities ( such as DOT, power companies, public works, etc.)? Will any cameras be installed on city -owned traffic signal poles ( vertical mass)?
o If yes, please provide heights/ photos to determine if a bucket truck is needed for the installation.

Note: A bucket truck is required if the height exceeds 15 feet tall.

3. AC Power vs. Solar
If AC powered, is there a 120V power source available, and is there access to an electrician who can connect the existing wire to the Flock Safety powered installation kit?
If solar -powered, consider the size of the solar panel and potential to impact the visibility of DOT signs/ signals:
o Single Panel: 21. 25" x 14" x 2" ( Length x Width x Depth) o Double Panel: 21. 25" x 28" x 2" ( LxWxD)

4. Traffic Control & Installation Methods
If a bucket truck is required, this typically necessitates an entire lane to be blocked in the direction of travel. Can you provide a patrol car escort, or will full traffic control be required?*
PLEASE NOTE: If traffic control is required, you may incur additional costs due to city/ state requirements; Fees will be determined by quotes received. flock safety 19
If full traffic control is required ( cones, arrow boards, etc.):
o Will standard plans suffice, or are custom plans needed? Custom plans can double the cost, while standard plans can be pulled from the Manual of Uniform Traffic Control Devices ( MUTCD).
o Will a non - sealed copy of the traffic plan suffice? Or does the traffic plan need to be sealed and/ or submitted by a professional engineer? o Are there state - specific special versions/ variances that must be followed? If a bucket truck is not required, the shoulder or sidewalk should suffice and enable Flock Safety to proceed without traffic control systems in place. o Note: In some states ( i. e., arrow boards), sidewalks may require signage. If signage is mandatory, Will your Public Works department be able to assist?

5. Paperwork & Required Forms
Flock Safety will need copies of paperwork to complete before proceeding ex., business license applications, encroachment permit applications). We can save critical time by gathering these documents upfront. We appreciate your assistance in procuring these.

6. Contacts
If Flock Safety needs to interface directly with the departments, please share the contact information of the following departments:
o Permitting
o Public Works
o Traffic Department
frock safety 20
Fee Schedule
After a deployment plan with Designated Locations and equipment has been agreed upon by both Flock and the Customer, any subsequent changes to the deployment plan (" Reinstalls") driven by a Customer's request will incur a fee per the table below.

What Services Incur Fees:

Requested relocations post -approval by customer
Relocations due to poor performance will be the responsibility of Flock o If a customer requests a location against the advisement of Flock, performance issues and any requested relocations will be the responsibility of the customer.

Per the contract and absent a defect, in the event that Flock Hardware is lost, stolen, or damaged, Customer may request that Flock replace the Flock Hardware at a fee according to the then -current Reinstall policy https:// www.flocksafety. com/ reinstall- fee- schedule Misc billables for out of scope items for each implementation Incurred Fees:

Camera relocation
o Existing infrastructure (non -AC powered)......................................................... $ 350 o Flock pole ( non -AC powered)... ............................................................. $ 750 o Advanced pole ( non -AC powered) ............................... $ 5000 Replacements
o Camera only as a result of vandalism, theft, or damage ............... $ 800 o Pole replacement only as a result of vandalism, theft, or damage Flock pole........................................................................................................ $ 500 Advanced pole ................. ............. ................ ............. ............ $ 5000 o Full replacement as a result of vandalism, theft, or damage Flock pole, camera, and solar ( non - AC Powered) .................................. $ 1300 Advanced pole, camera, and solar ( non -AC Powered) ......................... $ 5800 frock safety 21
Trip charge............................................................................................................ . o Examples:

Angle adjustment ( elective)
Install additional Flock signage
All fees are per reinstall or required visit (in the case that a reinstall is attempted but not completed) and include labor and materials. If you have any questions, please email support@flocksafety. com.

Help Center
Our Help Center is filled with many resources to help you navigate through the online platform. Below you will find some common questions and their relevant help article:

How do I search camera footage?
How do I add a user?
How do I add a vehicle to my own Hot List?
How do I enable browser notifications for Hot List alerts? How do I get text alerts for Hot List?
How do I request camera access from other nearby agencies? How do I use the National Lookup to search for a plate? National Lookup - network of law enforcement agencies that have opted to allow their network of Flock cameras to be used for searches)
nuw do I reset my / another user' s password?
Customer Support
You can reach our customer support team anytime by emailing support@flocksafety. com. They can help answer any " How -To" questions you may have.
frock safety 22

Company Overview
At Flock Safety, technology unites law enforcement and the communities they serve to eliminate crime and shape a safer future, together. We created the first public safety operating system to enable neighborhoods, schools, businesses, and law enforcement to work together to collect visual, audio, and situational evidence across an entire city to solve and prevent crime.

Our connected platform, comprised of License Plate Recognition ( LPR), live video, audio detection, and a suite of integrations AVL, CAD & more), alerts law enforcement when an incident occurs and turns unbiased data into objective answers that increase case clearance, maximize resources, and reduce crime -- all without compromising transparency or human privacy.

Join thousands of agencies reducing crime with Flock Safety' s public safety operating system 2000+ 120 1B+ < 60%*
communities with private- incident alerts/ minute 1B+ vehicles detected / < 60% local crime reduction public partnerships month in Flock cities
According to a 2019 study conducted by Cobb County Police Department Introduction
Layer Intelligence to Solve More Crime
The pathway to a safer future looks different for every community. As such, this proposal presents a combination of products that specifically addresses your public safety needs, geographical layout, sworn officer count, and budget. These components make up your custom public safety operating system, a connected device network and software platform designed to transform real- time data into a panoramic view of your jurisdiction and help you zero in on the leads that solve more cases, prevent future crimes, and foster trust in the communities you serve.

Software Platform
Flock Safety' s out -of -box software platform collects and makes sense of visual, audio, and situational evidence across your entire network of devices.

Out -of -Box Software Features
Simplified Search Get a complete view of all activity tied to one vehicle in your network of privately and publicly owned cameras.

The user- friendly search experience allows officers to filter hours of footage in seconds based on time, location, and detailed vehicle criteria using patented Vehicle Fingerprint "" technology. Search filters include:

Vehicle make
Body type
Color
License plates
o Partial tags
o Missing tags
o Temporary tags
o State recognition
Decals
Bumper stickers
Back racks
Top racks
National and Local Sharing Access 16+ additional plate reads each month without purchasing more cameras. Solve cross -jurisdiction crimes by opting into Flock Safety' s sharing networks, including one- toone, national, and statewide search networks. Users can also receive alerts from several external LPR databases:

California SVS
FDLE
FL Expired Licenses
FL Expired Tags
FL Sanctioned Drivers
FL Sex Offenders
Georgia DOR
IL SOS
Illinois Leads
NCIC
NCMECAmberAlert
REJIS
CCIC
FBI
Real- time Alerts Receive SMS, email, and in- app notifications for custom Hot Lists, NCIC wanted lists, AMBER alerts, Silver alerts, Vehicle Fingerprint matches, and more.

Interactive ESRI Map View your AVL, CAD, traffic, and LPR alerts alongside live on - scene video from a single interactive map for a birdseye view of activity in your jurisdiction.

Vehicle Location Analysis Visualize sequential Hot List alerts and the direction of travel to guide officers to find suspect vehicles faster.

Out -of -Box Software Features (Continued)
Transparency Portal Establish community trust with a public - facing dashboard that shares policies, usage, and public safety outcomes related to your policing technology.

Insights Dashboard Access at -a -glance reporting to easily prove ROI, discover crime and traffic patterns and prioritize changes to your public safety strategy by using data to determine the most significant impact.

Native MDT Application Download FlockOS to your MDTs to ensure officers never miss a Hot List alert while out on patrol.

Hot List Attachments
Attach relevant information to Custom Hot List alerts. Give simple, digestible context to Dispatchers and Patrol Officers responding to Hot List alerts so they can act confidently and drive better outcomes. When you create a custom Hot List Alert, add case notes, photos, reports, and other relevant case information.

Single Sign On ( SSO) Increase your login speed and information security with Okta or Azure Single Sign On ( SSO). Quickly access critical information you need to do your job by eliminating the need for password resets and steps in the log -in process.

The Flock Safety Falcon® LPR camera uses Vehicle Fingerprint— Plate
technology
Re
to transform hours of footage into actionable
evidence, even when a license plate isn' t visible, and sends Hot List alerts to law enforcement users when a suspect vehicle is detected. The Falcon has fixed and location - flexible deployment options with 30% more accurate reads than leading LPR.* Results from the 2019 side - by -side comparison test conducted by LA County Sheriff' s Department Fixed, infrastructure -free LPR camera Location -flexible LPR camera designed Long- range, high- speed LPR camera designed for permanent placement. for fast, easy self -installation, which is that captures license plates and Vehicle ideal for your ever -changing Fingerprint data for increasing investigative needs. investigative leads on high -volume J 1 Standard LPR Camera roadways like highways and interstates.

J 1 LPR Camera
V Unlimited LTE data service+ Flock OS
J 1 Long -Rage LPR Camera
platform licenses
V Unlimited LTE data service+ software
licenses
V Computing device in protective poly
J 1 DOT breakaway pole
d 1 portable mount with varying -sized
case
J Dual solar panels band clamps
d AC Power
J Permitting, installation, and ongoing V 1 Charger for internal battery V Permitting, installation, and ongoing
maintenance
maintenance
J 1 hardshell carrying case
Your Flock Safety Team
Flock Safety is more than a technology vendor; we are a partner in your mission to build a safer future. We work with thousands of law enforcement agencies across the US to build stronger, safer communities that celebrate the hard work of those who serve and protect. We don' t disappear after contracts are signed; we pride ourselves on becoming an extension of your hard- working team as part of our subscription service.

Implementation Meet with a Solutions Consultant ( former LEO) to build a deployment plan based on your needs. Our Permitting Team and Installation Technicians will work to get your device network approved, installed, and activated.

User Training+ Support Your designated Customer Success Manager will help train your power users and ensure you maximize the platform,
while our customer support team will assist with needs as they arise.

Maintenance We proactively monitor the health of your device network. If we detect that a device is offline, a full-time technician will service your device for no extra charge.

Note: Ongoing maintenance does not apply to Falcon Flex devices.

Public Relations Government Affairs
Get support educating your stakeholders, including city councils and other governing bodies.

Media Relations
Share crimes solved in the local media with the help of our Public Relations team.
f i"'ock safety

EXHIBIT A

ORDER FORM
Customer: City of Redondo Beach on behalf of Redondo Initial Term: 12 Months Beach Police Department
Legal Entity Name: City of Redondo Beach Renewal Term: 24 Months Accounts Payable Email: jeffrey. mendcncc@) rcdondo. org Payment Terms: Net 30 Address: 401 Diamond St Redondo Beach, California Bitting Frequency: Annual - First Year at Signing. 90277 Retention Period: 30 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Flock Safety LPR Products
Flock Safety Falcon K Included 2 Included
Flock Safety Falcon CR) LR Included I Included
Professional Services and One Time Purchases
Flock Safety Professional Services
Irnplementation Fee
Professional Services - Advanced Implementation
Subtotal Year 1: 12, 300. 00
Annual Recurring Subtotal: 11, 000. 00
Estimated Tag: 0.00
Contract Total: 12, 300. 00

Product and Services Description
An infrastructure -free license plate reader camera that utilizes Vehicle The Term shall commence upon first installation and validation ofFlock Flock Safety Falcon CR, Fingerprint® technology to capture vehicular attributes. Hardware.

A long- range infrastructure - free license plate reader camera designed for The Term shall commence upon first installation and validation ofFlock high speed vehicles that utilizes Vehicle Fingerprint® technology to Hardware.

Flock Safety Falcon® LR capture vehicular attributes.

Installation on existing One- time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with infrastructure the Flock Safety Advanced Implementation Service Brief.

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.

Professional Services - One- time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with Advanced Implementation Fee the Flock Safety Advanced Implementation Service Brief.

FlockOS Features & Description
Package: Community
By executing this Order Form, Customer represents and warrants that it has read and agrees to all of the terms and conditions contained in the Master Services Agreement attached. The Parties have executed this Agreement as of the dates set forth below.

FLOCK GROUP, INC., Customer: City of Redondo Beach,
A Delaware corporation A chartered municipal corporation B
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William C.

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Name:

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Mark
Smith Name: Title: General
Counsel Title: Mayor 1/ 19/
2024 1 1:59 PM PST Email: mark.
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1/7/
2024 1 10: 24 PM PST Date: ATTEST:

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BE08CF35EEF48C.. Eleanor
Manzano, City Clerk Diane Strickfaden,
Risk Manager

APPROVED AS
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fi69049EDED3D402... Michael
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Webb, City Attorney
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") on this the 02 day ofNovember 2023. 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. The Parties agree as follows:

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; 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").

AGREEMENT
NOW, THEREFORE, Flock and Customer agree that this Agreement, and any Order Form, purchase orders, statements of work, product addenda, or the like, attached hereto as exhibits and incorporated by reference, constitute the complete and exclusive statement of the Agreement of the Parties with respect to the subject matter of this Agreement, and replace and supersede all prior agreements, term sheets, purchase orders, correspondence, oral or written communications and negotiations by and between the Parties.

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

1. 1 " 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. 2 " 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. 3 " 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. 4. " 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. 5 " Embedded Software" means the Flock proprietary software and/ or firmware integrated with or installed on the Flock Hardware or Customer Hardware.

1. 6 " 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 product addenda.

1. 7 " Rock 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. 8 " Flock Network End User( s)" means any user ofthe Flock Services that Customer authorizes access to or receives data from, pursuant to the licenses granted herein.

1. 9 " Flock Services" means the provision ofFlock' 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. 10 " 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.

1. 11 ` Hotlist(s)" means a digital file containing alphanumeric license plate related information pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license plates, vehicles owned or associated with wanted or missing person( s), vehicles suspected ofbeing involved with criminal or terrorist activities, and other legitimate law enforcement purposes.

Hotlist also includes, but is not limited to, national data ( i. e., NCIC) for similar categories, license plates associated with AMBER Alerts or Missing Persons/ Vulnerable Adult Alerts, and includes manually entered license plate information associated with crimes that have occurred in any local jurisdiction.

1. 12 " Installation Services" means the services provided by Flock for installation of Flock Services.

1. 13 " Retention Period" means the time period that the Customer Data is stored within the cloud storage, as specified in the product addenda.

1. 14 " Vehicle FingerprintTm" means the unique vehicular attributes captured through Services such as: type, make, color, state registration, missing/ covered plates, bumper stickers, decals, roof racks, and bike racks.

1. 15 " 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 ofthe 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 data retention time defined on the Order Form 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, and any act or omission by an Authorized End User which, including any acts or omissions of authorized End user which would constitute a breach of this agreement if undertaken by customer. 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, nontransferable, non- sublicensable ( except to the Authorized End Users), revocable right to use the 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 support(c flocksafety.com ( such services collectively referred to as " Support Services").

2. 4 Upgrades to Platform. Flock may make any upgrades 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 upgrades are necessary from time to time and will not diminish the quality ofthe 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 Flock reasonably believe Services are being used for malicious, unlawful, or otherwise unauthorized use; ( d) there is a threat or attack on any of the Flock IP by a third party; or ( e) scheduled or emergency maintenance Service Interruption"). Flock will 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 threat or attack on any ofthe Flock IP by Customer; ( b) Customer' s or any Authorized End User' s use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; ( c) Customer or any Authorized End User is/ are using the Flock IP for fraudulent or illegal activities; ( d) Customer has violated any 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. Ifthe Service Suspension was not caused by Customer, the Term will be tolled by the duration ofthe Service Suspension.

2. 7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under 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 ofthe 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. Customer shall ( at its own expense) provide Flock with reasonable access and use of Customer facilities and Customer personnel in order to enable Flock 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.

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" ofthe Disclosing Party).

Proprietary Information ofFlock 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 ofthe 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; ( d) was independently developed without use of any Proprietary Information ofthe Disclosing Party; ( e) was disclosed pursuant to law, including without limitation the California Public Records Act; (f) was disclosed due to any rule, order, referral, or request, including without limitation any rule, order, referral, or request of City Council; or ( g) was disclosed as part ofthe City' s customary contract approval process. 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 ofthis Agreement, all Proprietary Information will be returned to the Disclosing 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 ofthe 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: ( 1) copy or duplicate any of the Flock IP; ( ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP; ( iii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing; ( iv) interfere or attempt to interfere in any manner with the functionality or proper working of any ofthe Flock IP; ( v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock Services or Flock IP; ( vi) use the Flock Services for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, 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, iflegally required to do so or ifFlock 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. However, at least ten days ( iflegally permissible) prior to any disclosure relating to the Customer, Flock shall provide written notice to the Customer, which shall include a description ofthe footage intended for disclosure and the proposed recipient( s) of such disclosure, so that Customer may seek a protective order or contest the legal validity of such subpoena or other legal process to the extent permitted by law.

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. If Customer believes that Flock has billed Customer incorrectly, Customer roust contact Flock no later than sixty ( 60) 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. Flock reserves the right to change the fees for subsequent Renewal Terms by providing sixty (60) days' notice (which may be sent by email) prior to the end of the Initial Term or Renewal Term ( as applicable).

6. 3 Late Fees. Reserved.

6. 4 Taxes. 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"). Following the Term, unless otherwise indicated on the Order Form, this Agreement may be renewed for successive renewal terms ofthe greater of one year or the length set forth on the Order Form ( each, a " Renewal Term") .

7. 2 Termination. Upon termination or expiration ofthis 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 ofthe Term by giving thirty ( 30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate ifthe breaching Party has cured the breach prior to the expiration of such thirty (30) day period (" Cure Period"). Either Party may terminate this Agreement ( 1) upon the institution by or against the other Party ofinsolvency, 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 ofthe pre -paid fees for Services not received due to such termination.

7. 3 Survival. The following Sections will survive termination: 1, 3, 5, 6, 7, 8. 3, 8. 4, 9, 11. 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 htWs:// 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 ( 1) Flock Services will be materially affected, and ( 2) that Flock shall have no liability to Customer regarding such affected Flock Services, 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 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, THE SERVICES ARE PROVIDED " AS IS" AND FLOCK

DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT

LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT. THIS DISCLAIMER ONLY

APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 11. 6.

8. 5 Insurance. Flock will maintain commercial general liability policies as stated in 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, 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 ofthird -party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, financial institution crisis, 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 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 REFERENCED IN SECTION 10. 6.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING

LIMITATIONS OF LIABILITY SHALL NOT APPLY ( I) IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR ( 11) 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 oftheir 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 ofthis Agreement; or (ii) any damage or injury to property or person directly caused by Flock' s installation ofFlock Hardware, except for where such damage or injury was caused solely by the negligence ofthe Customer or its agents, officers or employees. Flock' s performance of this indemnity obligation shall not exceed the fees paid and/ or payable for the services rendered under this Agreement in the preceding twelve ( 12) months.

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 ofthis 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 oftitle ofthe Flock Hardware by Flock. Should Customer default on any payment ofthe 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 ofthe 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, repositioning, adjusting of the mounting, removing foliage, replacement, changes to heights ofpoles will incur a fee according to the reinstall fee schedule located at httpsa// 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 Obligations"). 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 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 ofthis 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 ofthe 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 request( s).

11. 2 Severability. If any provision ofthis 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 consent. 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 ( hops:// www.flocksafety.com/reinstall-fee- schedule), and any attached exhibits are the complete and exclusive statement ofthe 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, and that 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 ofthis Agreement, and any such conflicting terms are expressly rejected. Any mutually agreed upon future purchase order is 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 ofterms 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 in which the Customer is located. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court ofthe County of Los Angeles, Southwest Judicial District. 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 proposal and will become part ofthis 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 Customer' s prior written consent, Flock has the right to reference and use Customer' s name and trademarks and disclose the nature of the Services in business and development and marketing efforts.

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 ofthe foregoing.

11. 10 Export. Customer may not remove or export from the United States or allow the export or re- export ofthe Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations ofthe United States Department of Commerce, 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 ofthis 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 ofthe below signers ofthis Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the Parties they are representing.

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 Morality. In the event Customer or its agents become the subject of an indictment, contempt, scandal, crime of moral turpitude or similar event that would negatively impact or tarnish Flock' s reputation, Flock shall have the option to terminate this Agreement upon prior written notice to Customer in accordance with Section 7. 2 of the Agreement.

11. 15 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, iftransmitted 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. 16 Non -Appropriation. Notwithstanding any other provision ofthis Agreement, all obligations of the Customer under this Agreement which require the expenditure of funds are conditioned on the availability of funds appropriated for that purpose. Customer shall have the right to terminate this Agreement for non appropriation with thirty (30) days written notice without penalty or other cost.

FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD
NW SUITE 210 ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: legal@flocksafety. com
Customer NOTICES ADDRESS:

REDONDO BEACH POLICE DEPARTMENT
401 DIAMOND STREET
REDONDO BEACH, CA 90277
ATTN: LIMA CARRILLO
EMAIL: lina.portolese@redondo. org

EXHIBIT B

INSURANCE
Required Coverage. Flock shall procure and maintain for the duration ofthis Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance ofthe 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 ofthis 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 during the life of the Agreement. Flock shall procure and shall maintain during the life ofthis Agreement Worker' s Compensation insurance as required by applicable State law for all Flock employees.

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 ($2, 000, 000) in the aggregate for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad -form property damage, and product and completed operations coverage;
ii) Umbrella or Excess Liability insurance written on an occurrence basis with minimum limits of Ten Million Dollars ($ 10, 000, 000) per occurrence and Ten Million Dollars ($ 10, 000, 000) in the aggregate;
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 ofOne 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).

Redondo Beach City CouncilDecember 17, 2024

Redondo Beach City Council
December 17, 2024