Flock Safety + CA - City of San
Clemente, CA
______________
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
______________
MAIN CONTACT:
Matthew Nicholass
[email protected]
+16196543114
Attachment 2
EXHIBIT A
ORDER FORM
Customer: CA - City of San Clemente, CA Initial Term: 36 Months Legal Entity Name: CA - City of San Clemente, CA Renewal Term: 36 Months Accounts Payable Email: [email protected] Payment Terms: Net 30 Address: 910 Calle Negocio San Clemente, California
92673
Billing Frequency: Annual
Retention Period: 365 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Item Cost Quantity Total
Flock Safety Platform $123,800.00
Flock Safety Platform
Flock Safety Platform - Essentials Included 1 Included
Flock Safety LPR Products
Flock Safety LPR, fka Falcon Included 36 Included
Flock Safety FlockOS Add Ons
Flock Safety Advanced Search Included 1 Included
Flock Safety Platform Add Ons
Extended data retention (Up to 1 Year)
Included 36 Included
Professional Services and One Time Purchases
Item Cost Quantity Total
One Time Fees
Subtotal Year 1: $123,800.00
Annual Recurring Subtotal: $123,800.00
Estimated Tax: $0.00
Contract Total: $371,400.00
Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
The Term for Flock Hardware shall commence upon first installation and validation, except that the Term for any Flock Hardware that requires selfinstallation shall commence upon execution of the Agreement. In the event a Customer purchases more than one type of Flock Hardware, the earliest Term start date shall control. In the event a Customer purchases software only, the Term shall commence upon execution of the Agreement.
Special Terms:
• The Term of this contract shall be from 10/12/2025 - 10/11/2028. This Agreement supersedes any and all previously executed agreement between the Parties, relating to the provision of services by Flock to Customer and any exhibits attached thereto or incorporated therein by reference. Upon execution of this Agreement, all previously executed agreements pertaining to the Services provided shall run coterminous with the Term of this Agreement. In the event of any overlap in subscription terms and prior invoices, payments will be provided in pro rata credit. Any estimates provided on credits are subject to change based on execution of a new contract.
Annual Billing Schedule
Year 1 $123,800.00
Year 2 $123,800.00
Year 3 $123,800.00
Contract Total: $371,400.00
Estimated Credits: -$43,098.90
Net Total: $328,301.10
Annual Totals
Year 1 + Estimated Credit: $80,701.10
Annual Recurring: $123,800.00
All credits are estimates based on contract start of 10/12/2025.
Billing Schedule
Billing Schedule Amount (USD)
Year 1
At Contract Signing $123,800.00
Annual Recurring after Year 1 $123,800.00
Contract Total $371,400.00
*Tax not included
Product and Services Description
Flock Safety Platform Items Product Description
Flock Safety LPR, fka Falcon
Law enforcement grade infrastructure-free (solar power + LTE) license plate recognition camera with Vehicle Fingerprint ™ technology (proprietary machine learning software) and real-time alerts for unlimited users.
Flock Safety Advanced Search
Advanced Search is an optional upgrade for Law Enforcement Grade LPR cameras. Advanced Search includes Convoy Analysis, Multi Geo Search, and Visual Search.
Flock Safety Platform - Essentials
An integrated public safety platform that detects, centralizes and decodes actionable evidence to increase safety, improve efficiency, and connect the community.
Extended data retention (Up to 1
Year) Extended data retention for up to 1 year for 1 Law Enforcement grade LPR camera.
FlockOS Features & Description
FlockOS Features Description
Community Network Access
The ability to request direct access to feeds from privately owned Flock Safety LPR cameras located in neighborhoods, schools, and businesses in your community, significantly increasing actionable evidence that clears cases.
Unlimited Users Unlimited users for FlockOS
State Network (License Plate Lookup Only) Allows agencies to look up license plates on all cameras opted into the Flock Safety network within your state.
Nationwide Network (License Plate Lookup Only)
With the vast Flock Safety sharing network, law enforcement agencies no longer have to rely on just their devices alone. Agencies can leverage a nationwide system boasting 10 billion additional plate reads per month to amplify the potential to collect vital evidence in otherwise dead-end investigations.
Law Enforcement Network Access The ability to request direct access to evidence detection devices from Law Enforcement agencies outside of your jurisdiction.
Time & Location Based Search Search full, partial, and temporary plates by time at particular device locations License Plate Lookup Look up specific license plate location history captured on Flock devices Vehicle Fingerprint Search Search footage using Vehicle Fingerprint™ technology. Access vehicle type, make, color, license plate state, missing / covered plates, and other unique features like bumper stickers, decals, and roof racks.
Insights & Analytics Reporting tool to help administrators manage their LPR program with device performance data, user and network audits, plate read reports, hot list alert reports, event logs, and outcome reports.
Real-Time NCIC Alerts on Flock ALPR Cameras
Receive automated alerts when vehicles entered into established databases for missing and wanted persons are detected, including the FBI's National Crime Information Center (NCIC) and National Center for Missing & Exploited Children (NCMEC) databases.
Unlimited Custom Hot Lists Ability to add a suspect's license plate to a custom list and get alerted when it passes by a Flock camera
By executing this Order Form, Customer represents and warrants that it has read and agrees all of the terms and conditions contained in the Terms of Service located at https://www.flocksafety.com/terms-and-conditions The Parties have executed this Agreement as of the dates set forth below.
FLOCK GROUP, INC. Customer: CA - City of San Clemente, CA By:
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Title:
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Title:
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Date:
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Date:
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PO Number:
HOME LEGAL TERMS AND CONDITIONS
Terms and
Conditions
Last Updated: July 22, 2025
TERMSAND CONDITIONS
1. DEFINITIONS
Certain capitalized terms, not otherwise
defined herein, have the meanings set
forth or cross-referenced in this Section 1.
1.1 “Agreement” means the orderform (to be
provided as Exhibit A, “Order Form”),these
terms and conditions, and any document
therein incorporated by reference in section 11.4.
1.2 “Anonymized Data” means Customer Data
permanently stripped of identifying details and any
potential personally identifiable information, by
commercially available standards which irreversibly
alters data in such a way that a data subject (i.e.,
individual person or entity) can no longer be
identified directly or indirectly.
1.3 “Authorized End User(s)” means any individual
employees, agents, or contractors of Customer
accessing or using the Services, underthe rights
granted to Customer pursuant to this Agreement.
1.4 “CustomerData” means the data, media,
and content provided by Customerthrough
Agreements and Policies
Terms and Conditions
Privacy Policy
License Plate Reader Policy
Trademark Notice
API and Integrations Policy
Flock Evidence Request Policy
SIGN
IN
BOOK
A
DEMO
Products Industries Customers Resources Company
10/10/25, 2:12 PM Terms and Conditions
https://www.flocksafety.com/legal/terms-and-conditions 1/22 the Services. Forthe avoidance of doubt,the
Customer Data will include the Footage.
1.5. “CustomerHardware” means the thirdparty camera owned or provided by Customer and any other physical elements that
interact with the Embedded Software and
the Web Interface to provide the Services.
1.6 “Effective Date” means the date
this Agreement is mutually executed
(valid and enforceable) by both Parties.
1.7 “Embedded Software” means the Flock
proprietary software and/orfirmware
integrated with or installed on the
Flock Hardware or Customer Hardware.
1.8 “FlockHardware” means the Flock device(s),
which may include the pole, clamps, solar panel,
installation components, and any other physical
elements that interact with the Embedded
Software and the Web Interface,to provide the
Flock Services as specifically set forth in the
applicable Order Form.
1.9 “Flock IP” means the Services,the
Embedded Software, and any intellectual
property or proprietary information therein
or otherwise provided to Customer and/or
its Authorized End Users. Flock IP does
not include Footage (as defined below).
1.10 “Flock Services” means the provision of
Flock’s software and hardware situational
awareness solution, via the Web Interface,
for automatic license plate detection,
alerts, audio detection, searching image
records, video and sharing Footage.
1.11 “Footage” means still images, video,
audio, and other data captured by the Flock
Hardware or Customer Hardware in the
course of and provided via the Flock Services.
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1.12 “Integration Data” means any
distribution of data from a Customer
requested third party integration.
1.13 “Installation Services” means the services
provided by Flock for installation of Flock Services.
1.14 “Permitted Purpose” means legitimate
public safety and/or business purpose,
including but not limited to the awareness,
prevention, and prosecution of crime;
investigations; and prevention of commercial
harm,to the extent permitted by law.
1.15 “Retention Period” means the time period
that the Customer Data is stored within the cloud
storage, as specified in the applicable Order Form .
1.16 “Term” means the date, unless otherwise
stated in the Order Form, upon which the cameras
are validated by both Parties as operational.
1.17 “Web Interface” means the website(s) or
application(s) through which Customer and its
Authorized End Users can access the Services.
2. SERVICESAND SUPPORT
2.1 Provision ofAccess. 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 forthe Authorized End Users. The Footage
will be available for Authorized End Users to access
and download via the Web Interface forthe
Retention Period. Authorized End Users will be
required to sign up for an account and select a
password and username (“UserID”). Customer shall
be responsible for all acts and omissions of
Authorized End Users. Customer shall undertake
reasonable efforts to make all Authorized End
Users aware of all applicable provisions ofthis
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
10/10/25, 2:12 PM Terms and Conditions
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party to host the Web Interface for cloud storage or
a cell phone providerfor 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 Customerto use
the Flock Services.
2.3 Support Services. Flock shall monitorthe Flock
Services, and any applicable device health, in order
to improve performance and functionality. Flock
will use commercially reasonable efforts to respond
to requests for support within seventy-two (72)
hours. Flock will provide Customer with reasonable
technical and on-site support and maintenance
services in-person, via phone or by email at
[email protected] (such services
collectively referred to as “Support Services”).
2.4 Updates to Platform. Flock may make any
updates to system or platform that it deems
necessary or useful to (i) maintain or enhance the
quality or delivery of Flock’s products or services to
its agencies,the competitive strength of, or market
for, Flock’s products or services such platform or
system’s cost efficiency or performance, or (ii) to
comply with applicable law. Parties understand that
such updates are necessary from time to time and
will not diminish the quality 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 thirdparty services required for Services are interrupted; (c) if Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat
or attack on any ofthe Flock IP by a third party; or
(e) scheduled or emergency maintenance (“Service
10/10/25, 2:12 PM Terms and Conditions
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reasonable efforts to provide written notice of any
Service Interruption to Customer,to provide
updates, and to resume providing access to Flock
Services as soon as reasonably possible afterthe
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 ofthe 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 forfive (5) free days
at the end ofthe Term.
2.6 Service Suspension. Flock may temporarily
suspend Customer’s and any Authorized End User’s
access to any portion or all ofthe 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 ofthe 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 ofthis provision, including, but
not limited to, utilizing Flock Services for anything
otherthan 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
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asbestos, lead, ortoxic orflammable substances. In
the event any such hazardous materials are
discovered in the designated locations in which
Flock is to perform services underthis 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 transfertheir 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 Customerissued email addresses forthe creation oftheir 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 ofthis Agreement. Customer
shall be responsible for obtaining and maintaining
any equipment and ancillary services needed to
connect to, access or otherwise use the Flock
Services (e.g., laptops, internet connection, mobile
devices, etc.). Customer shall (at its own expense)
provide Flock with reasonable access and use of
Customerfacilities and Customer personnel in
orderto enable Flock to perform Services (such
obligations of Customer are collectively defined as
“Customer Obligations”).
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3.2 CustomerRepresentations andWarranties.
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. DATAUSEAND LICENSING
4.1 CustomerData. 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 forthe 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
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Services and related systems and technologies,
including the training of machine learning
algorithms. Customer hereby grants Flock a nonexclusive, 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.
4.4 Data Distribution. Customer may, upon
request, choose to integrate Flock Services with a
third party to either distribute Integration Data or
Customer Data (such third party, “Recipient”). Upon
such request, Customer hereby grants to Flock a
non-exclusive, non-transferable, royalty-free,
perpetual license to access, share, view, record,
duplicate, store, save, reproduce, modify, display,
and distribute Customer Data and/or Integration
Data, as required by the requested distribution.
Customer acknowledges that such data may be
viewed, recorded, duplicated, stored, saved,
reproduced, modified, displayed, distributed, and
retained by Recipient for a period longerthan
Flock’s standard retention period and hereby
provides consent to such retention period. Unless
expressly listed in the Order Form,the provision,
access, or use of any Application Programming
Interfaces ("APIs") is not included underthis
Agreement. Any rights, licenses, or obligations
related to APIs shall be governed solely by the
terms set forth in the Order Form or a separate
agreement between the parties.
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 orfinancial information
relating to the Disclosing Party’s business
10/10/25, 2:12 PM Terms and Conditions
https://www.flocksafety.com/legal/terms-and-conditions 8/22 (hereinafter referred to as “Proprietary
Information” ofthe Disclosing Party). Proprietary
Information includes non-public information
provided by the Disclosing Party to the Receiving
Party regarding features,functionality, and
performance ofthis Agreement. 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 priorto receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed
without use of any Proprietary Information ofthe
Disclosing Party. Nothing in this Agreement will
prevent the Receiving Party from disclosing the
Proprietary Information pursuant to any judicial or
governmental order, provided that the Receiving
Party gives the Disclosing Party reasonable prior
notice of such disclosure to contest such order. At
the termination 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 forthe 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 longertrade 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
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expressly granted by this Agreement. Customer
further acknowledges that Flock retains the right to
use the foregoing for any purpose in Flock’s sole
discretion. Customer and Authorized End Users
shall not (i) directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to
discover or recreate the source code, object code
or underlying structure, ideas or algorithms ofthe
Flock Services or any software provided hereunder;
modify,translate, or create derivative works based
on the Flock Services or any software provided
hereunder(ii) attempt to modify, alter,tamper with
or repair any ofthe Flock IP, or attempt to create
any derivative product from any ofthe foregoing;
(iii) interfere or attempt to interfere in any manner
with the functionality or proper working of any of
the Flock IP; (iv) remove, obscure, or alter any notice of any intellectual property or proprietary right
appearing on or contained within the Flock Services
or Flock IP; (v) use the Flock Services for anything
otherthan 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/orthird parties, if legally required to do so or if Flock has a good faith beliefthat 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 ortechnical issues, or
emergency situations.
6. PAYMENT OF FEES
6.1 Billing and Payment of Fees. Customer shall pay
the fees set forth in the applicable Order Form
based on the billing structure and payment terms
as indicated in the Order Form. To the extent the
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net thirty (30) days from the date of receipt. If
Customer believes that Flock has billed Customer
incorrectly, Customer must contact Flock no later
than thirty (30) days afterthe 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 ofthe payment delinquency
before exercising any suspension right.
6.2 Notice ofChanges to Fees. In the event of
any changes to fees, Flock shall provide Customer
with sixty (60) days notice (email sufficient)
priorto the end ofthe Initial Term or Renewal
Term (as applicable). Any such changes to fees
shall only impact subsequent Renewal Terms.
6.3 Taxes. To the extent Customer is not a tax
exempt entity, Customer is responsible for all taxes,
levies, or duties, excluding only taxes based on
Flock’s net income, imposed by taxing authorities
associated with the order. If Flock has the legal
obligation to pay or collect taxes, including amount
subsequently assessed by a taxing authority,for
which Customer is responsible,the appropriate
amount shall be invoice to and paid by Customer
unless Customer provides Flock a legally sufficient
tax exemption certificate and Flock shall not charge
Customer any taxes from which it is exempt. If any
deduction or withholding is required by law,
Customer shall notify Flock and shall pay Flock any
additional amounts necessary to ensure that the
net amount that Flock receives, after any deduction
and withholding, equals the amount Flock would
have received if no deduction or withholding had
been required.
7. TERM ANDTERMINATION
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7.1 Term. The initial term ofthis Agreement shall be
forthe period oftime 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 ofthe greater
of one year orthe length set forth on the Order
Form (each, a “Renewal Term”) unless either Party
gives the other Party notice of non-renewal at least
thirty (30) days priorto the end ofthe then-current
term.
7.2 Termination. Upon termination or expiration of
this Agreement, Flock will remove any applicable
Flock Hardware at a commercially reasonable time
period. In the event of any material breach ofthis
Agreement,the non-breaching Party may terminate
this Agreement priorto 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 priorto the expiration of such
thirty (30) day period (“Cure Period”). Either Party
may terminate this Agreement (i) upon the
institution by or against the other Party of
insolvency, receivership or bankruptcy proceedings,
(ii) upon the other Party's making an assignment for
the benefit of creditors, or (iii) upon the other
Party's dissolution or ceasing to do business. In the
event of a material breach by Flock, and Flock is
unable to cure within the Cure Period, Flock will
refund Customer a pro-rata portion 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, 10.1 and 11.6.
8. REMEDYFOR DEFECT;
WARRANTYAND DISCLAIMER
8.1 ManufacturerDefect. Upon a malfunction or
failure of Flock Hardware or Embedded Software (a
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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 ortesting within a commercially
reasonable time, but no longerthan seven (7)
business days after Customer gives notice to Flock.
8.2 Replacements. In the event that Flock
Hardware is lost, stolen, or damaged, Customer may
request a replacement of Flock Hardware at a fee
according to the reinstall fee schedule
(https://www.flocksafety.com/reinstall-feeschedule). In the event that Customer chooses not to replace lost, damaged, or stolen Flock Hardware,
Customer understands and agrees that Flock is not
liable for any resulting impact to Flock Service, nor
shall Customer receive a refund forthe 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
orfor 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 IS NOT LIABLE FOR
ANY DAMAGES OR ISSUES ARISING FROM THIRDPARTY DISTRIBUTIONS REQUESTED BY CUSTOMER. AFOREMENTIONED DISTRIBUTION IS
AT CUSTOMER’S OWN RISK. FLOCK DOES NOT
10/10/25, 2:12 PM Terms and Conditions
https://www.flocksafety.com/legal/terms-and-conditions 13/22
WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE; NOR DOES IT
MAKE ANY WARRANTYAS 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
MERCHANTABILITYAND FITNESS FOR A
PARTICULAR PURPOSE. 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 to be provided as Exhibit B.
8.6 Force Majeure. Parties are not responsible or
liable for any delays orfailures in performance from
any cause beyond their control, including, but not
limited to acts of God, changes to law or
regulations, embargoes, war,terrorist acts,
pandemics (including the spread of variants), issues
of national security, acts or omissions ofthird-party
technology providers, riots,fires, earthquakes,
floods, power blackouts, strikes, supply chain
shortages of equipment or supplies,financial
institution crisis, weather conditions or acts of
hackers, internet service providers or any other
third party acts or omissions.
9. LIMITATION OF LIABILITY; INDEMNITY
9.1 Limitation of Liability. NOTWITHSTANDING
ANYTHING TO THE CONTRARY, FLOCK, ITS
OFFICERS, AFFILIATES, REPRESENTATIVES,
CONTRACTORS AND EMPLOYEES SHALL NOT BE
RESPONSIBLE OR LIABLE WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT OR
TERMS AND CONDITIONS RELATED THERETO
UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY, PRODUCT LIABILITY, OR OTHER
THEORY: (A) FOR LOSS OF REVENUE, BUSINESS
OR BUSINESS INTERRUPTION; (B) INCOMPLETE,
10/10/25, 2:12 PM Terms and Conditions
https://www.flocksafety.com/legal/terms-and-conditions 14/22 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 ANYAMOUNTS 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 ONLYAPPLIES TO THE EXTENT
ALLOWED BY THE GOVERNING LAW OF THE
STATE REFERENCED IN SECTION 11.6.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY, THE FOREGOING LIMITATIONS OF
LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
OR (II) INDEMNIFICATION OBLIGATIONS.
9.2 Responsibility. Each Party to this Agreement
shall assume the responsibility and liability forthe
acts and omissions of its own employees, officers,
or agents, in connection with the performance of
their official duties underthis Agreement. Each
Party to this Agreement shall be liable forthe 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 of
Flock Hardware, except for where such damage or
10/10/25, 2:12 PM Terms and Conditions
https://www.flocksafety.com/legal/terms-and-conditions 15/22 injury was caused solely by the negligence ofthe
Customer or its agents, officers or employees.
Flock’s performance ofthis indemnity obligation
shall not exceed the fees paid and/or payable for
the services rendered underthis Agreement in the
preceding twelve (12) months.
10. INSTALLATION SERVICESAND OBLIGATIONS
10.1 Ownership ofHardware. 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 ofthe 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 ofthe Flock
Hardware for optimal product functionality, as
conditions and locations allow. Flock will
collaborate with Customerto 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
10/10/25, 2:12 PM Terms and Conditions
https://www.flocksafety.com/legal/terms-and-conditions 16/22 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 ofthe mounting, removing foliage, replacement, changes to heights of poles
will incur a fee according to the reinstall fee
schedule located at
(https://www.flocksafety.com/reinstall-feeschedule). Customer will receive prior notice and confirm approval of any such fees.
10.4 CustomerInstallation Obligations. Customer
is responsible for any applicable supplementary
cost as described in the Customer Implementation
Guide. 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 monitorthe
performance of Flock Hardware forthe length of
the Term. Flock may use a subcontractor orthird
party to perform certain obligations underthis
Agreement, provided that Flock’s use of such
subcontractor orthird party shall not release Flock
from any duty or liability to fulfill Flock’s obligations underthis Agreement.
11. MISCELLANEOUS
11.1 Compliance with Laws. Parties shall comply
with all applicable local, state and federal
10/10/25, 2:12 PM Terms and Conditions
https://www.flocksafety.com/legal/terms-and-conditions 17/22 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 orto any successor by way of merger, consolidation or
similartransaction.
11.4 EntireAgreement. This Agreement,together
with the Order Form(s),the reinstall fee schedule
(https://www.flocksafety.com/reinstall-feeschedule), and any attached exhibits are the complete and exclusive statement ofthe mutual
understanding ofthe Parties and supersedes and
cancels all previous or contemporaneous
negotiations, discussions or agreements, whether
written and oral, communications and other
understandings relating to the subject matter of
this Agreement. All waivers and modifications must
be in a writing signed by both Parties, except as
otherwise provided herein. None of Customer’s
purchase orders, authorizations or similar
documents will alterthe terms ofthis Agreement,
and any such conflicting terms are expressly
rejected. Any mutually agreed upon purchase order
is subject to these terms. In the event of any
conflict ofterms found in this Agreement or any
otherterms and conditions,the terms ofthis
Agreement shall prevail. Customer agrees that
Customer’s purchase is neither contingent upon
the delivery of any future functionality orfeatures
nor dependent upon any oral or written comments
10/10/25, 2:12 PM Terms and Conditions
https://www.flocksafety.com/legal/terms-and-conditions 18/22 made by Flock with respect to future functionality
orfeature.
11.5 Relationship. No agency, partnership, joint
venture, or employment is created as a result
ofthis 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 contractorto Customer.
11.6 Governing Law;Venue. This Agreement shall be
governed by the laws ofthe state in which the
Customer is located. The Parties hereto agree that
venue would be proper in the chosen courts ofthe
State of which the Customer is located. The Parties
agree that the United Nations Convention forthe
International Sale of Goods is excluded in its
entirety from this Agreement.
11.7 Special Terms. Flock may offer certain special
terms which are indicated in the Order Form and
will become part ofthis Agreement, upon
Customer’s prior written consent and the mutual
execution by authorized representatives (“Special
Terms”). To the extent that any terms ofthis
Agreement are inconsistent or conflict with the
Special Terms,the Special Terms shall control.
11.8 Publicity. Upon prior written consent, Flock has
the right to reference and use Customer’s name
and disclose the nature ofthe Services in business
and development and marketing efforts. Nothing
contained in this Agreement shall be construed as
conferring on any Party, any right to use the other
Party’s name as an endorsement of
product/service.
11.9 Feedback. If Customer or Authorized End User
provides any suggestions, ideas, enhancement
requests,feedback, recommendations or other
information relating to the subject matter
hereunder, Customer 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.
10/10/25, 2:12 PM Terms and Conditions
https://www.flocksafety.com/legal/terms-and-conditions 19/22
11.10 Export. Customer may not remove or export
from the United States or allow the export or reexport 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 orforeign
Customer or authority. As defined in Federal
Acquisition Regulation (“FAR”), section 2.101,the
Services,the Flock Hardware and Documentation
are “commercial items” and according to the
Department of Defense Federal Acquisition
Regulation (“DFAR”) section 252.2277014(a)(1) and
are deemed to be “commercial computer software”
and “commercial computer software
documentation.” Flock is compliant with FAR
Section 889 and does not contract or do business
with, use any equipment, system, or service that
uses the enumerated banned Chinese
telecommunication companies, equipment or
services as a substantial or essential component of
any system, or as critical technology as part of any
Flock system. Consistent with DFAR section
227.7202 and FAR section 12.212, any use,
modification, reproduction, release, performance,
display, or disclosure of such commercial software
or commercial software documentation by the U.S.
Government will be governed solely by the terms of
this Agreement and will be prohibited except to the
extent expressly permitted by the terms ofthis
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 of
this Agreement represent that they understand
this Agreement and have the authority to
sign on behalf of and bind the Parties they
are representing upon the Effective Date.
10/10/25, 2:12 PM Terms and Conditions
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1781
11.13 Conflict. In the event there is a
conflict between this Agreement and
any applicable statement of work, or
Customer purchase order,this Agreement
controls unless explicitly stated otherwise.
11.14 Notices. All notices underthis 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, if sent by certified or registered
mail, return receipt requested. All notices will be
provided to the email or mailing address listed in
the Order Form.
11.15 Non-Appropriation. Notwithstanding any other
provision ofthis Agreement, all obligations ofthe
Customer underthis Agreement which require the
expenditure of public funds are conditioned on the
availability of said funds appropriated forthat
purpose. To the extent applicable, Customer shall
have the right to terminate this Agreement for non
appropriation with thirty (30) days written notice
without penalty or other cost.
These Terms and Conditions are subject to change.
10/10/25, 2:12 PM Terms and Conditions
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© 2025 Flock Safety. All Rights Reserved. Terms of Service Privacy Policy LPR Policy Do Not Sell My Personal Information 10/10/25, 2:12 PM Terms and Conditions
https://www.flocksafety.com/legal/terms-and-conditions 22/22 EXHIBIT “B”
INSURANCE REQUIREMENTS
1 1) Insurance.
a) Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. b) Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
i) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); or (3) containing any other exclusion(s) contrary to the terms or purposes of this Agreement.
ii) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. iii) Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
iv) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000 per claim. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement. v) Cyber Liability Insurance with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual EXHIBIT “B”
INSURANCE REQUIREMENTS
2 property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information.
The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
c) Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
i) Commercial General Liability:
(1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. (2) Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (3) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. ii) Automobile Liability:
(1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. d) Professional Liability (Errors & Omissions):
i) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. ii) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend. e) Workers' Compensation:
i) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
EXHIBIT “B”
INSURANCE REQUIREMENTS
3 f) Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
g) Waiver of Subrogation. All policies of Commercial General Liability and Automobile Liability insurance shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, its officials, officers, employees, agents, and volunteers, and shall require similar written express waivers and insurance clauses from each of its subconsultants. h) Deductibles and Self-Insured Retentions. Any deductible or self-insured retention greater than $5,000 must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
i) Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. j) Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.
k) Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A- VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
l) Enforcement of Agreement Provisions (non estoppel). Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non- EXHIBIT “B”
INSURANCE REQUIREMENTS
4 compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
m) Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Appendix are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. n) Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.
EXHIBIT “B”
INSURANCE REQUIREMENTS
5 WORKERS' COMPENSATION DECLARATION
I hereby affirm under penalty of perjury one of the following declarations:
(ONE OF THE BOXES BELOW MUST BE CHECKED)
I have and will maintain a certificate of consent from the California Labor Commission to self-insure for workers' compensation, as provided for by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract.
I have and will maintain workers' compensation insurance, as required by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract. My workers' compensation insurance carrier and policy number are:
Carrier____________________________________________________ Policy Number______________________________________________ I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of San Clemente and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, and property damage arising out of my failure to provide such worker’s compensation insurance. I further agree that, if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions.
WARNING: FAILURE TO SECURE WORKERS’ COMPENSATION COVERAGE IS UNLAWFUL, AND
SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY’S FEES.
Dated: _______________________________
________________________________
(“CONSULTANT”)
By: ________________________________
________________________________
Title
________________________________
Address
________________________________