1 Revocable License Agreement and Equipment Owner’s Consent This Revocable License Agreement and Equipment Owner’s Consent (collectively "Agreement") is dated as of April 15, 2025, by and between BEACH CITIES HEALTH CARE DISTRICT, a California local health care district ("BCHD"), the CITY OF REDONDO BEACH, a chartered municipal corporation on behalf of its Police Department (the “CITY”). The consent of Flock Group Inc., a Delaware corporation (“Flock”), the owner of the equipment described in this Agreement, as set forth in Exhibit A, is hereby incorporated by reference into this Agreement For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, BCHD and CITY agree as follows:
1. LICENSED SPACE. BCHD hereby grants to CITY a revocable license, subject to the conditions and limitations of this Agreement, for non-exclusive use of a portion of the outdoor rooftop as shown on Exhibit B attached hereto (“Licensed Space”) of that certain commercial building located at 514 North Prospect Avenue, Redondo Beach, CA 90277 (“Building”), owned by BCHD, and for limited rights to traverse through the Building in order to gain access to the Licensed Space. At the commencement of this Agreement, any alterations to the Licensed Space by CITY or its agents shall require the written approval of BCHD. CITY acknowledges and agrees that the existing equipment on the roof of the Building and BCHD’s present uses of the roof top, do not currently interfere with and shall not constitute unreasonable interference with CITY’s planned use of the Licensed Space. BCHD may, in its sole discretion, relocate the Licensed Space at its cost to another portion of the rooftop of the Building; but only upon at least CITY’s thirty (30) days’ advance written notice of its intention to do so. BCHD retains the right, in its sole discretion at any time to enter into agreements allowing third parties to use parts of the Building’s rooftop other than the Licensed Space, including, without limitation, cell tower contracts.
2. PERMITTED USE; ALTERATIONS AND REPAIRS TO LICENSED SPACE. CITY may prepare, use and maintain the Licensed Space exclusively to operate unmanned aerial support (UAS) equipment it leases from Flock (“Equipment Owner”), in accordance with (a) the terms and conditions in CITY’s contract(s) with the Equipment Owner; (b) the ordinary course and scope of the CITY police department’s authorized use(s) of drones; and (c) all applicable federal, state and municipal laws governing and affecting the use and operation of drones, including without limitation all applicable rules and regulations of the Federal Aviation Administration (“Permitted Use”). BCHD does not guarantee the reliability or bandwidth of the internet connections within the Building or to the Building, for the Permitted Use. CITY shall not make any alterations to the Licensed Space during the Term (as defined below), without the prior written approval of BCHD. CITY shall not use the Licensed Space in any manner that unreasonably interferes with the access, use or quiet enjoyment of the Building by BCHD and all other tenants, occupants, and invitees within the Building. CITY shall promptly repair any damage caused by it or its agents to the Licensed Space or any other portion of the Building in connection with the Permitted Use at CITY’s sole cost; and CITY shall promptly reimburse BCHD for all costs it incurs in connection with such damage.
2 3. TERM. The initial term of this Agreement shall be from April 15, 2025 to April 14, 2026 (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for additional one year terms (each a “Renewal Term”), provided that the total renewal period shall not exceed three years from the end of the Initial Term. The City may prevent automatic renewal of this Agreement by providing written notice of its intention not to renew at least fifteen (15) days prior to the commencement of any Renewal Term.
4. EXPENSES AND UTILITIES. BCHD shall not charge CITY any license fees under this Agreement. However, CITY shall pay directly and/or promptly reimburse BCHD for any and all costs to install and maintain internet cabling to the Licensed Space for the Permitted Use thereof, and all other costs to prepare or maintain the Licensed Space for the Permitted Use. Such costs may include (i) connection of a network drop from the basement of the Building to the Licensed Space and (ii) a network drop from the BCHD server room to the Licensed Space. CITY shall also promptly reimburse BCHD for all costs and expenses BCHD incurs associated with the Permitted Use and as described in this Agreement.
5. PERSONAL PROPERTY AND REMOVAL OF EQUIPMENT. CITY shall promptly remove all equipment it owns or leases kept or used in the Licensed Space or anywhere else within the Building by the effective date of expiration or termination date of this Agreement. Further, CITY shall restore the Licensed Space to its condition as of immediately prior to the start of the Term, at the City’s sole cost and expense, within forty-five (45) days after the end of the Term or earlier termination date of this Agreement, if the Agreement is terminated before April 14, 2026.
6. INSURANCE. Prior to the start of the Term and as a condition precedent to the Permitted Use, CITY shall procure at its sole cost and maintain during the entire Term, commercial general liability, commercial auto and workers compensation insurance for the Permitted Use and all equipment CITY uses and keeps within the Licensed Space or anywhere else within the Building, which insurance coverage must be reasonably acceptable to BCHD and lists BCHD as an additional insured party. The insurance coverage in favor of BCHD shall be evidenced by a certificate of insurance delivered to BCHD prior to the start of the Term.
The insurance policy or policies must provide BCHD shall receive at least 30 days' prior written notice of any cancellation or alteration. Each insurance policy shall be in effect prior to executing this Agreement and each insurance policy or a successor policy shall be in effect for the duration of the Agreement. The maintenance of proper insurance coverage is a material element of the Agreement and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the BCHD as a material breach of contract.
7. INDEMNITY AND RELEASE. CITY shall at its sole cost defend, indemnify and hold harmless BCHD and its employees, officers, directors and authorized agents (“BCHD Parties”) against any and all claims, liability, loss, damages, costs and expenses (including reasonable attorneys’ fees and costs of suit), including without limitation the following matters: (a) to the extent any such claims are caused by or arise out of CITY’s operation of drones, its use of the Licensed Space and its access through the Building to the Licensed Space; (b) the breach of any representation, warranty, covenant or 3 agreement of CITY made to BCHD in connection with this Agreement or the Permitted Use; (c) any and all claims made by the Equipment Owner against BCHD; and (d) the negligent acts, omissions and/or willful misconduct of CITY, its employees, agents, contractors, or assigns associated with this Agreement. CITY shall use the Licensed Space at CITY’s own and sole risk and hereby releases the BCHD Parties, from all claims for any damage or injury to persons or property in connection with the Permitted Use to the full extent permitted by law with the exception of the active negligence and/or willful misconduct of BCHD. This indemnity shall continue in favor of BCHD for a period of three (3) years after the end of the Term. The legal counsel chosen to defend BCHD in any such matters covered by this indemnity, shall be subject to the reasonable pre-approval of BCHD.
8. TERMINATION.
(a) Notwithstanding the Term set forth above, either party may terminate this Agreement at any time for any reason or no reason, upon at least thirty (30) days’ prior written notice to the other party.
(b) BCHD may terminate this Agreement immediately upon the occurrence of any breach by CITY and the failure of CITY to cure such breach within thirty (30) days.
9. NOTICES. All notices, requests and demands to or upon the respective parties hereto shall be deemed to have been given or made three business days after a record has been deposited in the mail, as first class, certified or registered mail postage prepaid, or one business day after a record has been deposited with a recognized overnight courier, charges prepaid or to be billed to the sender, or on the day of delivery if delivered manually with receipt acknowledged, in each case addressed or delivered to the address for such party set forth below, or to such other address as may be hereafter designated in writing by the respective parties hereto by a notice in accord with this Section.
Address for Notices to CITY: City of Redondo Beach
Police Department
Attn: Chief Joe Hoffman
401 Diamond Street
Redondo Beach, CA 90277
(310) 379-2477
Address for Notices to BCHD: Beach Cities Health District Attn: CEO
514 N. Prospect Avenue, Unit 102
Redondo Beach, CA 90277
10. MISCELLANEOUS.
(a) Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior 4 Court of the County of Los Angeles, Southwest Judicial District. In the event, that any provision of this Agreement is found to be invalid, illegal or unenforceable in any respect, by a court of competent jurisdiction, such provision shall only be ineffective to the extent of such invalidity, illegality or unenforceability. The remaining provisions of this Agreement shall remain in full force and effect. (b) Amendments. This Agreement may not be amended or modified unless in writing signed by both parties. No act or failure to act shall be deemed to constitute an amendment, modification or termination hereof. This Agreement may be executed in counterparts each of which, when taken together, shall constitute a single agreement.
(c) Assignment. CITY may not assign any of its rights or obligations hereunder to any other person, without the prior written consent of BCHD. (d) Attorneys’ Fees. In any action or proceeding brought to enforce any provision of this Agreement, the prevailing party shall be entitled to an award of its reasonable attorneys’ fees and costs.
(e) Consent; Approval. To the extent either party is required to provide consent or approval herein, such approval or consent shall be in writing and shall not be unreasonably withheld, delayed or conditioned, except where this Agreement expressly allows for consent to be withheld in such party’s sole and absolute discretion.
(f) Claims. Any claim by BCHD against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six (6) months after accrual of the cause of action.
(g) Interpretation. BCHD and the City acknowledge that each of them has had ample opportunity to seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties. (h) Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as expressly permitted under this Agreement shall not be considered "third parties." (i) Non Liability of Officials and City and CITY Employees. No official or employee of the City shall be personally liable for any default or liability under this Agreement.
(j) Authority. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City. The party signing on behalf of BCHD warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of BCHD.
(k) Further Assurances. Each party agrees that a party shall, at any time and from time to time in its reasonable discretion, execute such documents or instruments 5 and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and consummate the transactions contemplated in this Agreement.
(l) Superseding. This Agreement supersedes and terminates any and all prior agreements between the parties regarding the use of the licensed space, including the Revocable License Agreement and Equipment Owner’s Consent dated March 5, 2024. Upon execution of this Agreement, all post-termination obligations under any such prior agreement is waived.
6 IN WITNESS WHEREOF, CITY and BCHD have entered into this Agreement as of the date stated at the top of the first page.
CITY OF REDONDO BEACH, a BEACH CITIES HEALTH DISTRICT, a chartered municipal corporation California health district By: _________________________ By: _________________________ Name: James A. Light Name: _______________________
Title: Mayor Title: ________________________
Date: _________________________ Date: ________________________ ATTEST:
___________________________
Eleanor Manzano, City Clerk
APPROVED:
____________________________
Diane Strickfaden, Risk Manager
APPROVED AS TO FORM:
_____________________________
Joy A. Ford, City Attorney
Tom Bakaly
4/8/2025 | 5:20 PM PDT
CEO
7 Exhibit A
Consent to License Agreement from Equipment Owner
Flock Group Inc., a Delaware corporation (the “Company”) hereby confirms that (a) the Company owns, free and clear of any liens or encumbrances, the unmanned aerial support equipment referenced in the Revocable License Agreement dated April 15, 2025 ("Agreement") by and between BEACH CITIES HEALTH CARE DISTRICT, a California local health care district ("BCHD") and the CITY OF REDONDO BEACH, a chartered municipal corporation on behalf of its Police Department (the “CITY”); (b) the Company has leased the foregoing drones to CITY; (c) the Company has reviewed and has no objection to CITY entering into the Agreement with BCHD or to any terms in the Agreement; (d) the Agreement does not violate or conflict with any other contracts regarding the foregoing unmanned aerial support equipment owned by the Company; and (e) the Company consents to all terms in the Agreement dated April 15, 2025.
FLOCK GROUP INC., a Delaware corporation
By: ________________________________
Name: _____________________________
Title: _______________________________
Dated: April 15, 2025
Rahul Sidhu
Chief Executive Officer
8 Exhibit B
Licensed Space
See the attached description.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A : NAIC #
NAME: CONTACT
(A/C, No): FAX
E-MAIL ADDRESS:
PRODUCER
(A/C, No, Ext): PHONE
INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR WVDADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person) COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENT EROTH- STATUTE PER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY) POLICY EFFLTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $
$
OCCUR
CLAIMS-MADE DED RETENTION $
PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $
EACH OCCURRENCE $ DAMAGE TO RENTED
PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2016 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
X
08/23/2025 10,000 X
2,000,000 25674 730000029-0000 10,000,000 A
X
A
5,000,000 08/23/2025 X
Homeland Insurance Company Of New York Errors & Omissions / Cyber 08/23/2024 CN134017657--GAUWE-24-25 1,000,000 25615 08/23/2025 SEA-004029408-06 08/23/2024 X 2,000,000 09/04/2024 1,000,000 X
1,000,000 1,000,000 B
08/23/2025 08/23/2024 08/23/2024 X
34452 810-6T343696-TIL-24 Limit: 10,000 UB-6T346569-TIL-24 CUP-6T386924-TIL-24 SIR: $100,000 1,000,000 City of Redondo Beach, its elected and appointed officials, officers, employees and volunteers named additional insured. DBA Flock Safety Flock Group Inc
Atlanta, GA 30318 1170 Howell Mill Rd NW
1,000,000 Travelers Property Casualty Company of America X FOUR EMBARCADERO CENTER, SUITE 1100
MARSH RISK & INSURANCE SERVICES
SAN FRANCISCO, CA 94111 CALIFORNIA LICENSE NO. 0437153
H-630-9W194831-TIL-24 The Charter Oak Fire Insurance Company N Redondo Beach, CA 90277 City of Redondo Beach
415 Diamond Street
08/23/2024 A
X 1,000,000 X
X
C
10,000,000 08/23/2025 X
ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE:
ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE Page of
AGENCY CUSTOMER ID:
LOC #:
AGENCY
CARRIER NAIC CODE
POLICY NUMBER
NAMED INSURED
EFFECTIVE DATE:
MARSH RISK & INSURANCE SERVICES� (Nonrenewal): Number of Days Notice:10 days Cancellation For Nonpayment: Number of Days Notice:10 days � Carrier will provide notice of cancellation or nonrenewal per below if required by a written contract . � �� 2 San Francisco 25 Certificate of Liability Insurance Cancellation For Other Than Nonpayment: Number of Days Notice: 30 days � DBA Flock Safety� Flock Group Inc� 1170 Howell Mill Rd NW� 2 CN134017657 Atlanta, GA 30318