Simi Valley City Council
May 1, 2023

CITY OF SIMI VALLEY

MEMORANDUM
May 1, 2023
TO
: City Council
F
ROM: Police Department
S
UBJECT: AUTHORIZATION TO WAIVE THE BIDDING PROCESS, APPROVE

SOLE SOURCE JUSTIFICATION, AND A WARD OF CONTRACT FOR

THE POLICE DEPARTMENT TO PURCHASE AUTOMATED LICENSE

PLATE READER (ALPR) AND CAMERA SUBSCRIPTION FROM FLOCK

GROUP, INC, DBA FLOCK SAFETY , IN AN AMOUNT NOT TO EXCEED $238,050

STAFF RECOMMENDATION
I
t is recommended the City Council authorize the sole source APLR subscription purchase, and award Flock Group, Inc. a four (4) year contract for the Police Department to purchase the Flock Safety Automated License Plate Reader (ALPR) and camera subscription, in an amount not to exceed $238,050.

BACKGROUND AND OVERVIEW
O
n June 13, 2022, the City Council approved the FY 2022- 23 Budget, which allocated $250,000, from Forfeited Assets, for the ALPR project. This program will aid the Police Department in combating auto theft crime, which has seen a steady increase since 2019, and in identifying vehicles that are wanted for other serious crimes coming into or leaving the city.

A
uto theft crime has steadily increased since 2019 and not only deprives owners of the use of their vehicles, but also provides criminals with a means to commit more crimes in a vehicle not linked to them. Focusing proactive enforcement efforts on auto theft in some cases uncovers additional criminal activity and can prevent other serious crimes.

C
atalytic converter theft is one of Simi Valley's fastest -growing crimes, following a nationwide trend, increasing over 40% compared to the same time last year. More than 148 vehicle catalytic converters have been reported stolen this fiscal year, compared to 110 thefts reported in the previous year during the same period. In some cases, the entire vehicle is stolen for the purpose of taking these converters. The metals used in the manufacturing of the catalytic converters are valuable and can net thieves several hundred dollars per converter , depending on the size of the converter and the current value of the metals inside it at a scrap yard. It can cost the victim of these thefts a n average of $500 to $1,000 to replace a catalytic converter depending on the vehicle.

AGENDA ITEM NO.

9A
2 Furthermore, a fixed ALPR camera system can provide crucial investigative leads on violent crimes within our C ity. The deployment of the cameras will be focused on ingress/egress points. This strategy has the potential to provide inv estigators with more evidence for criminals entering our City to conduct violent and/or property related crimes.

The Flock camera system only captures vehicle description and license plate information.

It does not capture vehicle occupant information. T he data is maintained by the Flock system for 30 days. After 30 days, the images and information are purged from the system. Flock does not sell any of the information obtained by its cameras to 3rd parties and the data is only accessible by law enforcement agencies.

The cameras will be mounted on poles with solar panels and deployed strategically throughout the City along major arterial roads and entry/exit points around the City.

Excess criminal activity may require the Police Department to add cameras t o additional areas on a temporary basis during the course of an investigation.

Staff is recommending the City Council authorize staff to enter into an agreement with Flock for the ALPR system.

FINDINGS AND ALTERNATIVES

The Flock Safety system is utilized by multiple Police agencies in the area, which extends the Simi Valley Police Department’s (SVPD/Department) capacity to identify accurate and objective leads, assess crime hotspots, and not only solve, but prevent crime in the community. With the Flock Safety network, SVPD is not limited to local cameras, but can connect and collaborate with adjacent agencies and nearby privately -owned cameras in neighborhoods if those agencies also have Flock equipment, to extend the Department’s reach and multiply its search capacity. In fact, SVPD currently has access to over 1,300 Flock Safety LPR cameras from agencies throughout California. Access to these cameras were granted by numerous California Law Enforcement Agencies. The ability to share LPR information via a detailed mapping system is unique to Flock Safety.

Flock Safety is the sole manufacturer and developer of the Flock Safety ALPR Camera.

Flock Safety is also the sole provider of comprehensive monitoring, processing, and machine visi on services integrated with the Flock Safety ALPR Camera. ALPR technology has continued to evolve and become less cost prohibitive. The Flock Safety ALPR camera and devices are the only known source for Law Enforcement Grade ALPR System to offer the following combination of proprietary features:

1. Patented Vehicle Fingerprint Technology:

a. Patented proprietary machine vision to analyze vehicle license plates, state recognition, vehicle color, vehicle type, vehicle make, and objects (roof rack, bumper stickers, etc.) based on image analytics (not car registration data). b. Machine vision to capture and identify characteristics of vehicles with a paper license plate and vehicles with the absence of a license plate. 3 c. Ability to ‘Save Search’ based on the description of vehicles using patented Vehicle Fingerprint Technology without the need for a license plate, and set up alerts based on vehicle description.
d. Only ALPR provider with “Visual Search” which can transform digital images from any source into an inves tigative lead by finding matching vehicles based on the vehicle attributes in the uploaded photo.

2. Integrated Cloud-Software & Hardware Platform:

a. Ability to capture two (2+) lanes of traffic simultaneously with a single camera from a vertical mass.
b. Ability to capture and process up to 30,000 vehicles per day with a single camera powered exclusively by solar power.
c. Wireless deployment of license plate reading cameras with integrated cellular communication weighing less than 5 lbs. that can be powered solely by a solar panel of 60W or less.
d. Web-based footage retrieval tool with filtering capabilities such as vehicle color, vehicle type, vehicle manufacturer, partial or full license plate, state of license plane and object detection.
e. Utilizes motion ca pture to start and stop recording without the need for a reflective plate.
f. Motion detection allows for unique cases such as bicycle capture, ATV, motorcycle, etc.
g. On device machine processing to limit Long -Term Evolution ( LTE) bandwidth consumption.
h. Cloud storage of footage.
i. Covert industrial design for minimizing visual pollution.

3. Transparency & Ethical Product Design:

a. One-of-a-kind “Transparency Portal” public-facing dashboard that details the policies in place by the purchaser, as well as automatically updated metrics from the Flock system.
b. Built-in integration with the National Center for Missing & Exploited Children (NCMEC) to receive AMBER Alerts to find missing children. c. Privacy controls to enable certain vehicles to “opt-out” of being captured. d. Flock Safety customers own all of the footage they collect with Flock devices; Flock will not share or sell any customer data with third parties. e. Every search conducted in the Flock Safety system requires a specific reason for a traceable audit conducted by law enforcement leadership, constituents, or municipal government.

4. Integrated Audio & Gunshot Detection:

a. Natively integrated audio detection capabilities utilizing machine learning to recognize audio signatures typical of crimes in progress (e.g., gun shots, screeching tires, glass breaking, and sawing metal).

4 5. Warranty & Service:

b. Lifetime maintenance and support are included in the subscription price. c. Flock Safety is the only fully integrated ALPR one- stop solution from the production of the camera to delivery and installation.

Flock Safety offers a desirable approach to deploying ALPR cameras throughout the community. Their cameras can provide actionable, accurate evidence that increases case clearance rates. Searches can be conducted by vehicle make, color, type, license plate, state of license plate, missing plate, covered plate, paper plate, and unique vehicle details like roof racks, bumper stickers, and more. Communities that use Flock Safety have reported a 90% decline in package and mail theft.

Unlike other fixed or mobile ALPR devices, the Flock system provides the ability to cover more area of the city and the ability to use and share information with other local agencies.

Currently there are over 165 agencies in California subscribed to Flock Safety. Some local agencies include Ventura Police Department, Ventura County Sheriff’s Department, and Port Hueneme Police Department are currently using Flock, Oxnard Police Department is in the implementation process. Through Flock Group, Inc., the Flock Safety program is an all -inclusive model for deploying the ALP R cameras. Their cameras are solar powered, and use cellular networks to communicate with law enforcement agencies.

Flock Safety is the only fixed LPR system that does n ot require battery changes and routine maintenance, and provides an efficient infrastructure. In the event maintenance is needed, Flock Safety’s lifetime warranty covers maintenance and support.

FLOCK SAFETY ALPR SOLE SOURCE JUSTIFICATION

The City’s Purchasing Ordinance allows for exceptions to the normal bidding process for equipment and services. Municipal Code Section 2- 9.201(e) recognizes that some purchases are exempt from the bidding process when the commodity and service can only be provided and performed by one vendor; including in cases in which standardization of City equipment would result in savings to the City , thus the bidding process can be dispensed with under those circumstances. Staff recommends that the purchase of the Flock Safet y ALPR camera system subscription be considered as sole source for the following reasons:

a. Flock Safety is the only ALPR provider to officially partner with AXON to be natively and directly integrated into Evidence.com . The Police Department uses Evidenc e.com to store and share digital evidence with the Ventura County District Attorney’s Office.
b. Flock Safety is the only LPR provider to be fully integrated into a dynamic network of Axon’s Fleet 3 mobile ALPR cameras for patrol cars and Flock Safety’s Falcon cameras.
c. Access to additional Flock cameras purchased by HOA and private business partners, means an ever-increasing amount of cameras and data at no additional cost.
5 Additionally, t he Police Department currently contracts with Axon Enterprise, Inc. for body-worn cameras, TASER Conducted Energy Weapons, and Axon Evidence (Evidence.com) Data Management Solutions. Axon’s commercial partnership with Flock makes it easier and more cost effective for police departments to deploy a network of both fixed and m obile automated license plate reader (ALPR) capabilities , and Axon is the only digital evidence management system (Evidence.com) with the express right to integrate with Flock’s ALPR system. Evidence.com is the system the Police department relies upon for evidence tracking , managing and tracking equipment along with the following:

• Sharing of all digital evidence information
• Sharing all case evidence with DA Office
• Sharing evidence with outside agencies via download links or share the case with partner agencies
• Citizens invite for community members to share digital evidence with Officers • Use of Body Worn Camera footage to research property related calls • Provides evidence for all Civil subpoenas requesting digital evidence • Redaction of videos, audio and photos when needed
• Utilized by Officers to view multiple investigations at one time • Supervisory review of public complaints against Officers

Further, the City’s Municipal Code allows multi -year agreements when funding is budgeted. If approved by the City Council, the budgeted $250,000 satisfies this requirement for the entire four -year term of the Contract with Flock Group, Inc. , per the vendor quote (Exhibit B , page 55). Conservative projections estimate the fund balance for Forfeited Assets will be around $629,000 after the expenditure for the ALPR project.

ALPR Usage and Privacy Policy
All jurisdictions with an ALPR system are required to adopt a usage and privacy policy under State law. This policy is intended to limit access and abuse of ALPR data by identifying who will have access to data, how the ALPR system will be monitored, parameters for sharing ALPR data, measures that will be taken to protect the accuracy of ALPR data, and retention of ALPR data. The Simi Valley Police Department will follow the Policy established by Lexipol, which is the Police Department’s prov ider of fully developed, state- specific law enforcement policies researched and written by subject matter experts and vetted by attorneys.

The following alternatives are available to the City Council:

1. Approve of and recognize this as a sole source purchase, and award the attached four (4) year contract to Flock Group, Inc. for the Simi Valley Police Department to purchase the Flock Safety Automated License Plate Reader (ALPR) and camera subscription in an amount not to exceed $238,050;

6 2. Do not authorize the sole source purchase of the Flock Safety Automated License Plate Reader (ALPR) and camera subscription from Flock Group, Inc., and provide other direction.

Sta
ff recommends alternative number 1.

SUGGESTED CITY COUNCIL MOTION
I m
ove that the City Council approve of and recognize this as a sole source purchase, and award the attached four (4) year contract to Flock Group, Inc for the Simi Valley Police Department to purchase the Flock Safety Automated License Plate Reader (ALPR) and camera subscription in an amount not to exceed $238,050.

SUMMARY
On J
une 13, 2022, the City Council approved the FY 2022- 23 Budget, which allocated $250,000, from Forfeited Assets, for the Flock Safety APLR project. This program will aid the Police Department in combating auto theft crime, which has seen a steady increase since 2019, and identifying vehicles that are wanted for serious crime coming into the City. The Flock Safety ALPR System is a deployment of cameras throughout an area to provide greater coverage and more detailed information for law enforcement. The Flock Group, Inc. subscription proposed would include 23 cameras that can be deployed throughout the City, focusing on the City’s entry points and exit points . Flock's cameras capture date, time, location, license plate (state, partial, paper, and no plate), vehicle details (type and color), as well as objects (bicycle, animals, and people). This equipment and technology will enhance the Simi Valley Police Department’s ability to provide better service to the community.

The
refore, staff recommends that the City Council award the attached contract to Flock Group, Inc., for an amount not-to-exceed $238,050 for a four-year term. ______
______________________________
Charles Steven Shorts
Chief of Police
Pr
epared by: Sandra Hernandez , Administrative Officer and Patrick Zayicek, Police Sergeant
INDEX Page
Sole Source Letter – Axon Enterprises, Inc. ................................................... 7 Sole Source Letter – Falcon Group, Inc. ...................................................... ..8 Flock – Local County Response. .................................................................. 10 California Agencies Subscribed to Flock. ..................................................... 13 Contract – Flock Group, Inc. ........................................................................ 15 Exhibit A – Flock Group, Inc- Services Agreement/Quote ............................ 23 Axon Evidence with Flock ALPR Source Letter Version 1.0 Page 1 of 1 March 28, 2023
To: Simi Valley Police Deparrtment
Re: Sole source letter for Axon Evidence digital evidence management services and Flock automated license plate recognition technology A sole source justification exists because Axon Enterprise, Inc. ("Axon") is the only digital evidence management system with the express right to integrate Flock's automated license plate recognition technology with Axon Evidence services.

Axon's relevant SKUs for this justification include the following:

1. 7430
0 Flock Safety ALPR Camera System

2. 7430
2 Flock Safety ALPR Camera System Installation
Since
rely,
Josh Isner
Chief Operating Officer
Axon Enterprise, Inc.

Flock is a trademark of Flock Group, Inc., dba Flock Safety.

The Axon + Delta Logo Axon, and Axon Enterprise are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information visit www.axon.com/legal. All rights reserved. © 2022 Axon Enterprise, Inc.
7 1
Sandra Hernandez
From: Anton Benbalit <[email protected]>
Sent: Tuesday, March 28, 2023 5:14 PM
To: Sandra Hernandez
Cc: Craig Dungan; Steve Shorts; Lincoln Purcell; John Adamczyk Subject: Re: FW: Sole Source Letter Request (Flock)
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you suspect a phishing attempt please forward it to [email protected] Good e
vening Sandra,
I just want to confirm that the document is being interpreted correctly. This document confirms that Flock is the only ALPR system that integrates with AXON - not that AXON is the only digital management system that can integrate with Flock. We integrate with other digital management systems. AXON wrote that document in support of the fact that Flock is the only ALPR partner of theirs. It proves that if you have Evidence.com - Flock is the only integration. Hence, Flock is the Sole Source in the market of an ALPR vendor that integrates with AXON. No other ALPR can claim that.

Please let me know if that makes sense. Happy to dive deeper if needed.

Talk to you soon.
- Anton
On Tue, Mar 28, 2023 at 11:08 AM Sandra Hernandez <[email protected]> wrote:

Hi Anton,
Attached is the sole source letter from Axon. This confirms that Axon is the only digital evidence management system that can integrate with Flock, but what isn’t clear is if Flock is the only LPR system (other than Axon’s) that integrates with Axon’s evidence management system. The letter technically only works to make Axon a sole source, but does not clearly provide the same for Flock.

Can you clarify this for me?
Thank You,
Sandra Hernandez
8 2
Administrative Officer SVPD
805/583-6915
[email protected]
From: Kathryn DeJung <[email protected]>
Sent: Tuesday, March 28, 2023 10:20 AM
To: Sandra Hernandez <[email protected]>
Cc: Craig Dungan <[email protected]>; Steve Shorts <[email protected]>; Lincoln Purcell <[email protected]>; John Adamczyk <[email protected]> Subject: RE: Sole Source Letter Request (Flock)
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you suspect a phishing attempt please forward it to [email protected] Hi Sandra,
Please see attached Flock/Axon Sole Source Letter for Simi Valley.

Respectfully,

KATHRYN DEJUNG
Sr. Customer Success Manager
––––
Some people who received this message don't often get email from [email protected]. Learn why this is important 9 Report on Other Cities’ Experience with Automatic License Plate Readers Patrick Zayicek March 23, 2023

POLICE DEPARTMENTS CONTACTED
Ventura Police Department
F
INDINGS:

Response from Ventura (contact: Commander Rick Murray, Corporal Karl Reyes):

1. In 2020, Commander Rick Murray headed the Ventura Police Department’s implementation of the Flock LPR Program.

2. Ventura PD currently has 16 fixed LPR Flock cameras for their 21.7 square mile city. Ventura PD is currently in the process to purchase 8 more cameras.

3. In sharing with other agencies, Ventura PD currently has access to over 1,800 Flock LPR cameras from other agencies throughout California.

4. Through local Homeowner Associations (HOA), Ventura PD has a force multiplier, within it’s city limits of an additional 22 HOA Flock cameras.

5. Ventura PD receives daily “hits,” via their Flock cameras. Detectives, Officers, and Dispatchers get live notifications when wanted and/or stolen vehicles drive through a camera.

6. Overall, Ventura PD has had a great experience utilizing the Flock LPR cameras.

These cameras have helped solve and/or assisted in an Attempt Homicide Investigation, Sexual Assault Investigations, along with numerous Stolen Vehicle and other Property Crime related investigations.
10 Report on Other Cities’ Experience with Automatic License Plate Readers Patrick Zayicek March 23, 2023

Ventura County Sheriff’s Department

FINDINGS:

Ventura County Sheriff’s Department (contact: Captain Matt Young, Sergeant Sean Taylor):

1. Ventura County Sheriff’s Department implemented Flock LPR cameras in 2022 shortly after a Thousand Oaks City Council presentation made by Thousand Oaks Station Chief of Police Jeremy Paris.

2. Ventura County Sheriff’s Department has just started implementing fixed Flock LPR cameras and has 10 within the city of Thousand Oaks.

3. In the short time, VCSD has had these cameras, they have solved numerous Organized Retail Theft cases utilizing data obtained from these cameras.

4. Of note, VCSD solved a Sexual Assault Investigation that occurred on a hiking trail from a vehicle description provided by a witness. Utilizing LPR technology, VCSD was able to identify the vehicle and subsequently arrest their suspect.

5. VCSD has been “very happy,” with the investigative data along with the crime prevention deterrent they obtain from having these cameras installed.

6. VCSD is looking to expand their current Flock deployment by adding more cameras.

11 Report on Other Cities’ Experience with Automatic License Plate Readers Patrick Zayicek March 23, 2023

Port Hueneme Police Department:

FINDINGS:

Port Hueneme Police Department (contact: Detective Nora Starna):

1. Port Hueneme Police Department has 8 Flock cameras installed in their 4.6 square mile city. Port Hueneme implemented their Flock program in 2019.

2. Detective Starna stated Flock has bee a “tremendous” help and tool.

3. Port Hueneme obtains daily “hits,” via their Flock cameras.

4. Port Hueneme has solved numerous cases via their Flock LPR cameras. Of note, Port Hueneme PD was able to solve an Arson Investigation, a Weapons in Progress call for service, and numerous Stolen Vehicle Investigations.

Oxnard Police Department

FINDINGS:

1. The Oxnard Police Department is in the process of obtaining Flock LPR cameras. They do not currently have this product.

12 1
Sandra Hernandez
From: Anton Benbalit <[email protected]>
Sent: Thursday, March 23, 2023 8:10 PM
To: Sandra Hernandez
Cc: Patrick Zayicek; Craig Dungan; Gregory Gonzales
Subject: California Agency Listing
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. If you suspect a phishing attempt please forward it to [email protected] Good evening Sandra,
It was a pleasure speaking with you today. I've included a list of the following PDs that are currently partnered with Flock:
 Ventura
 Ventura Sheriff
 Agoura Hills
 Santa Monica
 Santa Barbara Sheriff
 Santa Maria
 San Luis Obispo
 Grover Beach
 Santa Barbara
 Oxnard
 Glendale
 Burbank Airport
 La Cañada Flintridge
 Alhambra
 Monterey Park
 Rosemead
 El Monte
 Arcadia
 Monrovia
 South Pasadena
 Covina
 West Covina
 Baldwin Park
 Azusa
 Glendora
 Chino
 Ontario
 Colton
 Upland
 Montclair
 Claremont
13 2
 Fullerton
 La Habra
 Whittier
 Riverside County Sheriff
 Anaheim
 Stanton
 Los Alamitos
 Huntington Beach
 Costa Mesa
 Oceanside
 Lake Forest
 Laguna Niguel
 Placenta
 Seal Beach
 San Clemente
 San Juan Capistrano
 Menifee
 Murrieta
 Imperial County Sheriff
 El Centro
 Brawley
 Riverside
 Moreno Valley
 Redlands
 Desert Hot Springs
 Cathedral City
 Indio
 Palm Desert
There are others, but I figured that this would suffice. Flock is partnered with over 165+ agencies across the greater California area. And over 2400 nationwide. In the Southern California area alone there are about 2000 Flock cameras that are all part of the largest ALPR network in the US.

It sounds like things are getting figured out regarding the Sole Source letter from AXONs end. Was there anything else that you needed from our end for that? Additionally - is there anything else that we need to figure out with the Services Agreement at this point? Please let me know and I will get to it ASAP. Thank you in advance.

Talk to you soon.
- Anton
On Thu, Mar 23, 2023 at 11:55 AM Sandra Hernandez <[email protected]> wrote:

Good Afternoon Anton,
Will you be able to send me a listing of California law enforcement agencies that currently subscribe to Flock?
14 1
Final4.14.2023

CONTRACT BETWEEN THE CITY OF SIMI VALLEY AND

FLOCK GROUP, INC FOR THE SUBSCRIPTION,
MAINTENANCE, AND INSTALLATION OF 23 FLOCK SAFETY

FALCON CAMERAS

THIS CONTRACT is made and entered into in the City of Simi Valley on this 1 st day of May, 2023, retroactively effective to March 31 st, 2023 (“Effective Date”) by and between the CITY OF SIMI VALLEY, a municipal corporation, hereinafter referred to as CITY, and FLOCK GROUP, INC, an Illinois corporation, hereinafter referred to as CONTRACTOR, each a “Party” and collectively, “Parties”.

RECITALS

WHEREAS, the CITY wishes to purchase a subscription to 23 Flock Safety Falcon Cameras; and

WHEREAS, this CITY desires to enter into an agreement with CONTRACTOR for such products and accompanying services required to maintain the products; and

WHEREAS, this CONTRACT includes the Order Form (“Exhibit A”) and the Government Agency Agreement (“Exhibit B”) that are attached hereto and incorporated herein.

NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the Parties hereto agree as follows:

AGREEMENT

1. Recitals. The foregoing recitals are true and correct and are a part of this CONTRACT.

2. Term. The term of this CONTRACT shall be for 4 (four) years from the Effective Date (“Initial Term”).

3. Description of Supplies, Equipment, Materials, or Service s. This CONTRACT is for the subscription, maintenance, and installation of the “Flock Safety Automated License Plate Reader ” (“ALPR”) along w ith 23 Flock Safety Falcon Cameras.

CONTRACTOR agrees to supply the item(s) and Services more specifically set forth in the Order Form.

4. Compensation and Payment.

A. The CITY shall be obligated to pay CONTRACTOR for the Initial Term of the Agreement as set forth in Exhibit “A”.

B. Payments to the CONTRACTOR shall be made within 30 days after receipt of an original invoice from the CONTRACTOR and acceptance of the cameras by CITY.

15 2
Final4.14.2023

C. In no event shall the total amount paid for this CONTRACT exceed $ 238,080.00 (the “Not-To-Exceed Amount”), unless otherwise agreed to by the parties in writing.

5. CONTRACTOR Representations and Obligations.

A. CONTRACTOR shall perform as required by this CONTRACT.

CONTRACTOR also warrants on behalf of itself and all subcontractors engaged for the performance of this CONTRACT that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.

B. CONTRACTOR shall obey all Federal, State, local, and special district laws, ordinances, and regulations. Specifically, CONTRACTOR is advised of and agrees it will comply with the requirements of California Civil Code Sections 1798.90.5- 1798.90.55,”Collections of License Plate Information” as it applies to an automated license plate recognition operator (ALPR operator). Contractor shall maintain reasonable security procedures and practices to protect ALPR information from unauthoriz ed access, destruction, use, modification or disclosure that are at least as protective as the then-current “Flock Security Policies” ( “Security Policy”). City shall receive copy of any later amendments to such Security Policy within 30 days of implementation. Notwithstanding Section 10 below, in the event the CITY determines in its sole discretion that the Security Policy would violate state or federal law, CITY may terminate this Agreement upon thirty (30) days written notice and Flock will refund to CITY a prorate portion of any pre-paid Fees for Services not received due to such termination. Flock shall also be responsible for complying with all data security and privacy laws, including but not limited to the California Privacy Rights Act (Gov’t Code 1798.100 et seq).

C. C ONTRACTOR shall abide by the CITY’S Business Tax
Ordinance, of which proof of payment must be obtained prior to performance of this CONTRACT. CONTRACTOR shall maintain a valid Business Tax Certificate for the term of the CONTRACT.

E. Subcontractors. For any subcontractor used by CONTRACTOR in the performance of Services under this CONTRACT, CONTRACTOR will e nsure that subcontractor(s) or vendor(s) are in compliance with the terms of this Agreement and shall be jointly and sever ally liable with the subcontractor/vendor for any breach by the subcontractor/vendor.

6. Audit
.

A. At any time during normal business hours and as often as t he CITY may deem necessary, CONTRACTOR shall make available to CITY for inspection its records pertaining to this CONTRACT. CONTRACTOR shall permit CITY to audit, examine and/or reproduce such records. CONTRACTOR will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least two (2) years after termination or final payment under this CONTRACT. This paragraph shall survive for two (2) years after termination of this CONTRACT.

B. CITY shall have the option of inspecting and/or auditing all records and other written materials used by CONTRACTOR in preparing its statements to CITY as a condition precedent to any payment to CONTRACTOR. 16 3
Final4.14.2023

7. Hold Harmless and Indemnification.

A. CONTRACTOR shall defend, indemnify, and hold harmless CITY, its agents, officials, officers, representatives, and employees, from and against all claims, lawsuits, liabilities or damages of whatever nature arising out of or in connection with, or relating in any manner to any act or omission of CONTRACTOR, its agents, employees, and subcontractors, and employees thereof, pursuant to the performance or non-performance of this CONTRACT. The CONTRACTOR shall thoroughly investigate any and all claims and indemnify the CITY and do whatever is necessary to protect the CITY, its agents, officials, officers, representatives, and employees as to any such claims, lawsuits, liabilities, expenses, or damages arising out of this CONTRACT. The CITY shall be included as an Additional Insured in the automobile/ liability insurance policies and endorsements of the CONTRACTOR. The CONTRACTOR must select an attorney acceptable to the CITY who will defend such proceeding and the CITY will control any litigation thereof. S uch approval by the CITY will not be unreasonably withheld. This paragraph shall survive the termination of this CONTRACT.

B. CONTRACTOR shall defend, indemnify, and hold harmless CITY, its agents, officials, officers, representatives, and employees as stated in this Section

7.A for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use by City, including any method, process, product, or concept specified or depicted.

8. Amendments
. Any amendment, modification, or variation from the
terms of this CONTRACT shall be in writing and shall be effective only upon mutual written approval by the CITY and CONTRACTOR.

9. Anti-Discrimination. In the p erformance of the terms of this CONTRACT, CONTRACTOR shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section 1735.

10. Termination. If, during the term of this CON TRACT, CITY determines that CONTRACTOR is not faithfully abiding by any term or condition contained herein, CITY may notify CONTRACTOR in writing of such defect or failure to perform. The notice must give to the CONTRACTOR a ten (10) day period of time thereafter in which to perform the work or cure the deficiency. If CONTRACTOR has not performed the work or cured said deficiency within the ten (10) days specified in the notice, such failure shall constitute a breach of this CONTRACT, and CITY may terminate this CONTRACT immediately by written notice to CONTRACTOR. In addition, CITY, if it terminates this CONTRACT for cause, may withhold as an offset from payments due CONSULTANT damages occasioned by such breach. The CITY shall be liable to the CONTRACTO R only for those fees accrued by the CONTRACTOR to the date CONTRACTOR receives the notice of termination. In no event, however, shall CONTRACTOR be entitled to receive in excess of the CONTRACT amount.

17 4
Final4.14.2023

11. Reserved.

12. Complete CONTRACT; Order of Precedence. This CONTRACT and its accompanying exhibits shall constitute the complete CONTRACT between the parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such verbal agreement, understanding, or representation be binding upon the parties hereto. The terms and conditions of this CONTRACT shall take precedence over those contained in Exhibit A (Order Form) and Exhibit B, (Government Agency Customer Agreement). Should there be a conflict between this CONTRACT and Exhibit A or Exhibit B this CONTRACT shall control, and the order of interpretation (from highest to lowest) shall be: this Agreement; Exhibit A; and Exhibit B.

12. Time of Performance. Time is of the essence in this CONTRACT.

13. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other party, and any such assignment without said consent shall be void.

14. Authority to Execute Contract . Both CITY and CONTRACTOR do covenant that each individual executing this CONTRACT on behalf of each party is a person duly authorized and empowered to execute contracts for such party.

15. Insurance. CONTRACTOR shall, at CONTRACTOR’S sole cost and expense, provide insurance as stated herein below. CONTRACTOR shall not commence work on the Services to be performed, until it submits proof of all insurance coverage as required.

Insurance Requirements:

Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees. Contractor shall pr ocure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.

Minimum Scope and Limit of Insurance

Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 18 5
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2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Contractor hereby certifies that it is aware of the provisions of Section 3700 et seq., of the Labor Code which require every employer to be insured against liability for Workers' Compensation.

4. Professional Liability (Errors a nd Omissions) Insurance appropriate to the Contractor’s profession, with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

5. 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 Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual 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, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

Other Insurance Provisions
- The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City of Simi Valley, its Boards, Officers, Agents, Officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Primary Coverage
For any claims related to this project/contract, the Contractor’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Simi Valley, its Boards, Office rs, Agents, Officials, employees, and volunteers. Any insurance or self -insurance maintained by the City of Simi Valley, its Boards, Officers, Agents, Officials, employees, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

Umbrella or Excess Policy
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non- contributory, additional insured, Self -Insured 19 6
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Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City.

Waiver of Subrogation
Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents and subcontractors.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non- renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective, or start of work dat e, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to the City for review.

Verification of Coverage
Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of t he CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all 20 7
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required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that the City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

17. Jurisdiction and Venue
. Jurisdiction is in an appropriate court in the
State of California and venue lies in Ventura County, and the parties do not consent to arbitration. In the event of any dispute, each party shall bear its own fees and costs (including attorneys’ fees). This CONTRACT shall be governed by California law, without regard to conflict of law principles.

18. Non-Appropriation of Funds . Payments due and payable to CONTRACTOR for current goods and/or services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY. In the event CITY has not appropriated sufficient funds for payment of goods and/or services beyond the current fiscal year, this CONTRACT shall cover only those costs incurred up to the conclusion of the current fiscal year.

19. Taxpayer Identification Number. CONTRACTOR shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, form W -9 (latest revision), as issued by the Internal Revenue Service.

20. Permits and Licenses. CONTRACTOR, at its sole cost and expense, shall obtain and maintain during the term of this CONTRACT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of this CONTRACT.

21. Waivers. The waiver by one Party of any term or condition of this CONTRACT, or any breach thereof, shall not be construed to be a general waiver by said Party or as a waiver of any other term or breach.

22. Notices. All written notices required by, or related to this CONTRACT shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this CONTRACT shall refuse to accept such mail; the parties to this CONTRACT shall promptly inform the other party of any change of address. All notices required by this CONTRACT are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each party to this CONTRACT is as follows:

CITY City of Simi Valley
2929 Tapo Canyon Road
Simi Valley, CA 93063
Attn: Charles Steven Shorts
21 8
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CONTRACTOR Flock Group, Inc.
1170 Howell Mill Rd NW, Ste. 210
Atlanta, GA 30318
Attn: Garret Langley

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written.

Attest: City of Simi Valley, A Municipal Corporation

By:

Lucy Blanco, City Clerk Fred D. Thomas, Mayor of the City of Simi Valley, California

Approved as to Form: FLOCK GROUP, INC.

By:

David L. Caceres, City Attorney
Print Name: Garret Langley

Approved as to Content: Title:

Chief Executive Officer

By:

Brian Paul Gabler, City Manager
Print Name: Mark Smith

Title:

General Counsel
Johanna Medrano,
Deputy Administrative Services Director/
Budget & Purchasing

Charles Steven Shorts
Chief of Police
22 Exhibit “A”

FLOCK GROUP INC.

SERVICES AGREEMENT

ORDER FORM

This Order Form together with the Terms (as defined herein) describe the relationship between Flock Group Inc. (“Flock”) and the customer identified below (“Agency”) (each of Flock and Customer, a ”Party”). This order form (“Order Form”) hereby incorporates and includes the “GOVERNMENT AGENCY AGREEMENT” attached (the “Terms”) which describe and set forth the general legal terms governing the relationship (collectiv ely, the "Agreement" ). The Terms contain, among other things, warranty disclaimers, liability limitations and use limitations .

The Agreement will become effective when this Order Form is executed by both Parties (the “Effective Date ”).

Agency: CA - Simi Valley PD

Legal Entity Name: City of Simi Valley

Contact Name: Patrick Zayicek
Address:
3901 Alamo Street
Simi Valley, California 93063

Phone: (805) 583-6950
E-Mail: [email protected]

Expected Payment Method:

Check FSExpectedPaymentMethod1\
Billing Contact: \FSBillingContact1\
[email protected]

Initial Term: 48 months

Billing Term: Annual payment due Net 30 per terms
and conditions
Billing Frequency: Annual Plan - First Year Invoiced at Signing

Professional Services and One-Time Purchases

Name Price/Usage Fee QTY Subtotal
Professional Services - Standard Implementation Fee $350.00 23.00 $8,050.00 Hardware and Software Products
Annual recurring amounts over subscription term

Name Price/Usage Fee QTY Subtotal
Falcon $2,500.00 23.00 $57,500.00

23 Subtotal Year 1: $65,550.00
Subscription Term: 48 Months
Annual Recurring Total: $57,500.00
Estimated Sales Tax: $0.00
Total Contract Amount: $238,050.00

24 Flock will provide Agency a copy of the Customer Implementation Guide on or before execution of the Primary Agreement.
\FSInitials1\

Both Parties agree that the attached Government Agency Agreement (“Exhibit B”) is part of and hereby incorporated into this Order Form. The Parties have executed this Agreement as of the Execution Date of the Primary Agreement.

FLOCK GROUP, INC. Agency: City of Simi Valley

\FSSignature2\ \FSSignature1\
By: By:

\FSFullname2\ \FSFullname1\
Name: Name:

\FSTitle2\ \ FSTitle1\ Title: Title:

\FSDateSigned2\ \FSDateSigned1\
Date: Date:

25 EXHIBIT “B”

GOVERNMENT AGENCY AGREEMENT

This Government Agency Agreement (this “Agreement”) is entered into by and between Flock Group, Inc. with a place of business at 1170 Howell Mill Rd NW Suite 210, Atlanta, GA 30318 (“Flock”) and the government agency identified in the signature block of the Order Form (“Agency”) (each a “Party,” and together, the “Parties”).

RECITALS

WHEREAS, Flock offers a software and hardware situational awareness solution for automatic license plates, video and audio detection through Flock’s technology platform (the “Flock Service”), and upon detection, the Flock Services are capable of capturing audio, video, image, and recording data and can provide notifications to Agency upon the instructions of Non-Agency End User (as defined below) (“Notifications”);

WHEREAS, Agency desires access to the Flock Service on existing cameras, provided by Agency, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, including those from Non-Agency End Users of the Flock Service (where there is an investigative or bona fide lawful purpose) such as schools, neighborhood homeowners associations, businesses, and individual users

WHEREAS, Flock deletes all Footage on a rolling thirty (30) day basis, excluding Wing Replay which is deleted after seven (7) days. Agency is responsible for extracting, downloading and archiving Footage from the Flock System on its own storage devices for auditing for prosecutorial/administrative purposes; and

WHEREAS, Flock desires to provide Agency the Flock Service 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 by police departments, and archiving for evidence gathering (“Permitted Purpose”).

AGREEMENT

NOW, THEREFORE, Flock and Agency agree that the Contract with the City (“Primary Agreement”), the “Order Form,” this Agreement, and any addenda attached hereto (if any), constitute the complete and exclusive statement of the Agreement of the Parties (“Entire Agreement”) with respect to the subject matter of the Primary Agreement the Order Form, 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 cross -referenced in this Section 1.

1.1 “Advanced Search” means the provision of Services, via the web interface using Flock’s software applications, which utilize advanced evidence delivery capabilities including convoy analysis, multi -geo search, visual search, cradlepoint integration for automatic vehicle location, and common plate analysis. 26 1.2 “Agency Data” means the data, media and content provided by Agency through the Services. For the avoidance of doubt, the Agency Data will include the Footage.

1.3 “Agency Generated Data” means the messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, other information or materials posted, uploaded, displayed, published, distributed, transmitted, broadcasted, or otherwise made available on or submitted through the Wing Suite.

1.4. “Agency Hardware” means the third-party camera owned or provided by Agency and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services.

1.5. “Aggregated Data” means information that relates to a group or category of individuals, from which any potential individuals’ personal identifying information has been permanently “anonymized” by commercially available standards to irreversibly alter data in such a way that a data subject (i.e., individual person or impersonal entity) can no longer be identified directly or indirectly.

1.6 “Authorized End User(s)” means any individual employees, agents, or contractors of Agency accessing or using the Services through the Web Interface, under the rights granted to Agency pursuant to this Agreement.

1.7 “Deployment Plan” means the strategic geographic mapping of the location(s) and implementation of Flock Hardware, and/or other relevant Services required under this Agreement.

1.8 “Documentation” means text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Services which are provided by Flock to Agency in accordance with the terms of this Agreement.

1.9 “Embedded Software” means the software and/or firmware embedded or preinstalled on the Flock Hardware or Agency Hardware.

1.10 “Falcon Flex” means an infrastructure-free, location-flexible license plate reader camera that enables the Agency to self-install.

1.11 “Flock Hardware” means the Flock cameras or device, 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.

1.12 “Flock IP” means the Services, the Documentation, the Embedded Software, the Installation Services, and any and all intellectual property therein or otherwise provided to Agency and/or its Authorized End Users in connection with the foregoing.
27 1.13 “Flock Safety Falcon™ ” means an infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint™ technology to capture vehicular attributes.

1.14 “Flock Safety Raven™ ” means an audio detection device that provides real-time alerting to law enforcement based on programmed audio events such as gunshots, breaking glass, and street racing.

1.15 “Flock Safety Sparrow™ ” means an infrastructure-free license plate reader camera for residential roadways that utilizes Vehicle Fingerprint™ technology to capture vehicular attributes.

1.17 “Footage” means still images, video, audio and other data captured by the Flock Hardware or Agency Hardware in the course of and provided via the Services.

1.18 “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, ve hicles owned or associated with wanted or missing person(s), vehicles suspected of being 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.

1.19 “Implementation Fee(s)” means the monetary fees associated with the Installation Services, as defined below.

1.20 “Installation Services” means the services provided by Flock for installation of Agency Hardware and/or Flock Hardware, including any applicable installation of Embedded Software on Agency Hardware.

1.21 “Non-Agency End User(s)” means any individual, entity, or derivative therefrom, authorized to use the Services through the Web Interface, under the rights granted to pursuant to the terms (or to those materially similar) of this Agreement. Non-Agency End User(s) who are not Law Enforcement will not have access to Agency Data. “Law Enforcement” as used in the prior sentence means a governmental agency charged with the investigation or prosecution of criminal offenses.

1.22 “Services” or “Flock Services” means the provision, via the Web Interface, of Flock’s software applications for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage.

1.23 “Support Services” means Monitoring Services, as defined in Section 2.10 below.

1.24 “Usage Fee” means the subscription fees to be paid by the Agency for ongoing access to Services.

1.25 “Web Interface” means the website(s) or application(s) through which Agency and its Authorized End Users can access the Services, in accordance with the terms of this Agreement. 28 1.26 “Wing Suite” means the Flock interface which provides real-time access to the Flock Services, location of Flock Hardware, Agency Hardware, third-party cameras, live-stream video, Wing Livestream, Wing LPR, Wing Replay, alerts and other integrations.

1.27 “Wing Livestream” means real-time video integration with third-party cameras via the Flock interface.

1.28 “Wing LPR” means software integration with third-party cameras utilizing Flock’s Vehicle Fingerprint Technology™ for license plate capture.

1.29 “Wing Replay” means enhanced situational awareness encompassing Footage retention, replay ability, and downloadable content from Hot Lists integrated from third-party cameras.

1.30 “Vehicle Fingerprint™ ” 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.

2. SERVICES AND SUPPORT

2.1 Provision of Access. Subject to the terms of this Agreement, Flock hereby grants to Agency a non -exclusive, non-transferable right to access the features and functions of the Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Agency’s designated administrator, listed on the Order Form, and any Authorized End Users to access and download via the Web Interface for thirty (30) days .

Authorized End Users will be required to sign up for an account and select a password and username (“User ID”).

Flock will also provide Agency with the Documentation to be used in accessing and using the Services. Agency shall be responsible for all acts and omissions of Authorized End Users and any act or omission by an Authorized End User which, if undertaken by Agency, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Agency. Agency shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable to such Authorized End User’s use of the Services and shall cause Authorized End Users to comply with such provisions. Flock may use the data infrastructure or technical services (“Technical Data Services”) of one or more third parties to deliver any part of the Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage) which makes the Services available to Agency and Authorized End Users. Warranties provided by said Technical Data Services providers are the agency’s sole and exclusive remedy and Flock’s sole and exclusive liability with regard to such third-party services, including without limitation hosting the Web Interface. Agency agrees to comply with any acceptable use policies and other terms of any Technical Data Services provider that are provided or otherwise made available to Agency from time to time to the extent such policies and other terms are consistent with the Entire Agreement.

2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Agency a limited, nonexclusive, non-transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as installed on the Flock Hardware or Agency Hardware; in each case, solely as necessary for Agency to use the Services.

2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to Agency a nonexclusive, non-transferable right and license to use the Documentation during the Term in connection with its use of the Services as contemplated herein, and under Section 2.5 below. 29 2.4 Wing Suite License. Subject to all terms of this Agreement, Flock grants Agency a limited, non -exclusive, nontransferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Wing Suite software and interface.

2.5 Usage Restrictions.

2.5.1 Flock IP. The permitted purpose for usage of the Flock Hardware, Agency Hardware, Documentation, Services, support, and Flock IP are solely to facilitate gathering evidence that could be used in a lawful criminal investigation by the appropriate government agency (“Permitted Purpose”). Agency will not, and will not permit any Authorized End Users to, (i) 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 of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Services or Flock IP; (vi) use the Services, support, Flock Hardware, Documentation, or the Flock IP 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, Agency’s rights under Sections 2.1, 2.2, 2.3, or 2.4.

2.5.2. Flock Hardware. Agency understands that all Flock Hardware is owned exclusively by Flock, and that title to any Flock Hardware does not pass to Agency upon execution of this Agreement. Except for Falcon Flex products, which are designed for self-installation, Agency is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Notwithstanding the notice and cure period set for in Section 6.3, Agency agrees and understands that in the event Agency is found to engage in any of the restricted actions of this Section 2.5.2, all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination (without opportunity to cure) for material breach by Agency.

2.6 Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement, Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Agency acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement. Agency further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock’s sole discretion. There are no implied rights.

2.7 Suspension.

2.7.1 Service Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily suspend Agency’s and any Authorized End User’s access to any portion or all of the Flock IP or Flock Service if 30 Flock reasonably determines that (a) there is a threat or attack on any of the Flock IP by Agency; (b) Agency’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) Agency or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Agency has violated any term of this provision, including, but not limited to, utilizing the Services for anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Agency’s account (“Service Suspension”). Agency shall not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or credit.

2.7.2 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of the Services to Agency 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 make commercially reasonable efforts to provide written notice of any Service Interruption to Agency and to provide updates regarding resumptio n of access to Flock Services. Flock will use commercially reasonable efforts to resume providing access to the 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 Agency 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 Agency’s direct actions or by the actions of parties associated with the Agency, the expiration of the Term will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day) prorated for the proportion of cameras on the Agency’s account that have been impacted. For example, in the event of a Service Interruption lasting five (5) continuous days, Agency will receive a credit for five (5) free days at the end of the Term.

2.8 Installation Services.

2.8.1 Designated Locations. For installation of Flock Hardware, excluding Falcon Flex products, prior to performing the physical installation of the Flock Hardware, Flock shall advise Agency on the location and positioning of the Flock Hardware for optimal license plate image capture, as conditions and location allow. Flock may consider input from Agency regarding location, position and angle of the Flock Hardware (“Designated Location”) and collaborate with Agency to design the Deployment Plan confirming the Designated Locations. Flock shall have final discretion on location of Flock Hardware; however, no installation(s) shall occur without the agreement of Agency. Flock shall have no liability to Agency resulting from any poor performance, functionality or Footage resulting from or otherwise relating to the Designated Locations or delay in installation due to Agency’s delay in confirming Designated Locations, in ordering and/or having the Designated Location ready for installation including having all electrical work preinstalled and permits ready, if necessary. After installation, any subsequent changes to the Deployment Plan (“Reinstalls”) will incur a charge for Flock’s then-current list price for Reinstalls, as listed in the then-current Reinstall policy (available at 31 https://www.flocksafety.com/reinstall-fee-schedule) and any equipment fees. For clarity, Agency will receive prior notice and provide written approval for any such fees through an amendment to this Agreement if Agency agrees to such fees. These changes include but are not limited to re-positioning, adjusting of the mounting, re-angling, removing foliage, replacement, changes to heights of poles, regardless of whether the need for Reinstalls related to vandalism, weather, theft, lack of criminal activity in view, and the like. Flock shall have full discretion on decision to reinstall Flock Hardware, although the agreement of Agency must also be obtained.

2.8.2 Flock and Agency Installation Obligations. (1) Flock Installation Obligations. Flock agrees to provide installation services at Designated Locations such that the majority of installations do not require Extraordinary Supplemental Costs to be expended by Agency, including normal transportation service for Flock Hardware and personnel, ability to access and climb poles and other structures to mount the Flock Hardware. Flock will not incur Extraordinary Supplemental Costs in Designated Locations or obligate Agency to pay such Extraordinary Supplemental Costs without written approval from Agency. (2). Agency Installation Obligations. Flock Agency agrees to allow Flock and its agents reasonable access in and near the Designated Locations at all reasonable times upon reasonable notice for the purpose of performing the installation work. Although Flock Hardware is designed to utilize solar power, certain Designated Locations may require a reliable source of 120V or 240V AC power. In the event adequate solar power is not available, Agency is solely responsible for costs associated with providing a reliable source of 120V or 240V AC power to Flock Hardware. Flock will provide solar options to supply power at each Designated Location, which solar supply options are included in the Flock Hardware at no additional cost to Agency. If Flock is aware of one or more different solar options that are feasible for a Designated Location, Flock will recommend those to agency. If Agency refuses recommended solar options, but Flock uses a non-recommended solar option, Agency waives any reimbursement, tolling, or credit for any suspension period of Flock Services due to low solar power. Additionally, Agency is solely responsible for (i) any permits or associated costs, and managing the permitting process of installation of cameras or AC power; (ii) any federal, state, or local taxes including property, license, privilege, sales, use, excise, gross receipts, or other similar taxes which may now or hereafter become applicable to, measured by or imposed upon or with respect to the installation of the Flock Hardware, its use ( excluding tax exempt entities),
or (iii) any other extraordinary supplementary cost (“Extraordinary Supplemental Cost”) for services performed in connection with installation of the Flock Hardware, including but not limited to contractor licensing , engineered drawings, rental of specialized equipment, or vehicles, third-party personnel (i.e. Traffic Control Officers, Electricians, State DOT-approved poles, etc., if necessary), such costs in (i)-(iii) to be approved by the Agency (“Agency
Installation Obligations”). Before incurring or requesting such Agency Installation Obligations, Flock will notify Agency in writing, and further, ask for approval or disapproval of any such Agency Installation Obligations that involve Extraordinary Supplemental Cost. In the event that a Designated Location for Flock Hardware requires permits, Flock may provide the Agency (provided Agency concurs in writing) with a temporary alternate location for installation pending the permitting process. Once the required permits are obtained, Flock will relocate the Flock 32 Hardware from the temporary alternate location to the permitted location at no additional cost. Without being obligated or taking any responsibility for the foregoing, Flock may pay and invoice related costs to Agency if Agency did not address them prior to the execution of this Agreement or a third party requires Flock to pay. Agency 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 which are approved in writing by Agency and to make any necessary inspections or tests in connection with such installation, except for those inspections or tests which by their nature pertain to Flock hardware or work. Agency agrees that such written approval shall not be unreasonably withheld.

2.8.3 Flock’s Obligations. Installation of Flock Hardware shall be installed in a workmanlike manner in accordance with Flock’s standard installation procedures including the Flock Installation Obligations, and the installation will be completed within a reasonable time from the time that the Designated Locations are confirmed. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted.

Following the initial installation of the Flock
Hardware and any subsequent Reinstalls or maintenance operations, Flock’s obligation to perform installation work shall cease; however, for the sole purpose of validating installation, Flock will continue to monitor the performance of Flock Hardware for the length of the Term and will receive access to the Footage for a period of seven (7) business days after the initial installation for quality control and provide any necessary maintenance. Labor may be provided by Flock or a third-party. Flock is not obligated to install, reinstall, or provide physical maintenance to Agency Hardware. Notwithstanding anything to the contrary, Agency understands that Flock will not provide installation services for Falcon Flex products.

2.8.4 Ownership of Hardware. Flock Hardware shall remain the personal property of Flock and will be removed upon the expiration of this Agreement at no additional cost to Agency. Agency shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Agency default on any payment of the Flock Services, Flock may remove Flock Hardware at Flock’s discretion, after notice to Agency and a reasonable opportunity to cure. 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 Agency’s default and Flock shall have the right to enforce any other legal remedy or right.

2.9 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock’s price for its services under this Agreement does not contemplate work in any areas that contain 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 in the area affected until such materials are removed or rendered harmless.

2.10 Support Services. Subject to the payment of fees, Flock shall monitor the performance and functionality of Flock Services and may, from time to time, advise Agency on changes to the Flock Services, Installation Services, 33 or the Designated Locations which may improve the performance or functionality of the Services or may improve the quality of the Footage. The work, its timing, and the fees payable relating to such work shall be agreed by the Parties prior to any alterations to or changes of the Services or the Designated Locations (“Monitoring Services”).

Flock will use commercially reasonable efforts to respond to requests for support. Flock will provide Agency with reasonable technical and on-site support and maintenance services (“On-Site Services”) in-person or by email at [email protected]
, at no additional cost. Notwithstanding anything to the contrary, Agency is solely responsible for installation of Falcon Flex products. Agency further understands and agrees that Flock will not provide monitoring services or on-site services for Falcon Flex.

2.11 Special Terms. From time to time, Flock may offer certain special terms related to guarantees, service and support which are indicated in the proposal and on the Order Form and will become part of this Agreement, upon Agency’s prior written consent (“Special Terms”). To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control.

2.12 Upgrades to Platform. Flock may, in its sole discretion, make any upgrades to system or platform that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Flock’s products or services to its agencies, (b) the competitive strength of, or market for, Flock’s products or services, (c) 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 materially change any terms or conditions within this Agreement.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 Agency Obligations. Flock will assist Agency Authorized End Users in the creation of a User ID. Agency agrees to provide Flock with accurate, complete, and updated registration information. Agency may not select as its User ID a name that Agency does not have the right to use, or another person’s name with the intent to impersonate that person. Agency may not transfer its account to anyone else without prior written permission of Flock. Agency will not share its account or password with anyone and must protect the security of its account and password. Unless otherwise stated and defined in this Agreement, Agency may not designate Authorized End Users for persons who are not officers, employees, or agents of Agency. Authorized End Users shall only use Agency- issued email addresses for the creation of their User ID. Agency is responsible for any activity associated with its account.

Agency shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services. Agency will, at its own expense, provide assistance to Flock, including, but not limited to, by means of access to, and use of, Agency facilities, as well as by means of assistance from Agency personnel to the limited extent any of the foregoing may be reasonably necessary to enable Flock to perform its obligations hereunder, including, without limitation, any obligations with respect to Support Services or any Installation Services.
34 3.2 Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency will use the 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 video, photo, or audio content. Although Flock has no obligation to monitor Agency ’s use of the Services, Flock may do so (with notice to Agency) and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

4. CONFIDENTIALITY; AGENCY DATA

4.1 Confidentiality. To the extent allowable by applicable FOIA and state-specific Public Records Acts, each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Flock includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Agency includes non-public data provided by Agency to Flock or collected by Flock via the Flock Hardware or Agency Hardware, to enable the provision of the 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 will a Party apply less than reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Flock’s use of the Proprietary Information may include processing the Proprietary Information to send Agency alerts, or to analyze the data collected to identify motion or other events. Both Parties agree that the foregoing shall not apply with respect to any information that the any 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 other 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. Nothing in this Agreement will prevent any Party from disclosing the Proprietary Information pursuant to any state law, or judicial or governmental order, including but not limited to the California Public Records Act (“CPRA”) (Cal. Gov’t Code 7920.000 et seq.) (“Applicable Laws”), provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order, if reasonably possible under Applicable Laws . For clarity, (A) Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with a legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Flock, its users, a third party, or the public as required or permitted by law, including respond to an emergency situation; and (B) the Agency may release or use any and all such Proprietary Information and/or Footage without liability if such release or use is necessary under Applicable Laws. Flock may store deleted Footage in order to comply with certain legal obligations, but such retained Footage will not be retrievable by third parties without a valid court order. 35 4.2 Agency Data. As between Flock and Agency, all right, title and interest in the Agency Data, belong to and are retained solely by Agency. Agency hereby grants to Flock a limited, non-exclusive, royalty-free, worldwide license to (i) use the Agency Data and perform all acts with respect to the Agency Data as may be necessary for Flock to provide the Flock Services to Agency, including without limitation the Support Services set forth in Section 2.10 above, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify, display, and distribute the Agency Data as a part of the Aggregated Data, (ii) disclose the Agency Data (both inclusive of any Footage) to enable law enforcement monitoring for selected law enforcement Hotlists as well as provide Footage search access to Law Enforcement (as such term is defined in Section 1.21, above) for investigative purposes only, and provided that Flock only discloses to those entities that Agency requests , and (iii) and obtain Aggregated Data as set forth below in Section 4.5. As between Agency and Non -Agency End Users that have prescribed access of Footage to Agency, each of Agency and Non-Agency End Users will share all right, title and interest in the Non-Agency End User Data. This Agreement does not by itself make any Non-Agency End User Data the sole property or the Proprietary Information of Agency. Flock will automatically delete Footage older than thirty (30) days. Agency has a thirty (30) day window to view, save and/or transmit Footage to the relevant government agency prior to its deletion. Notwithstanding the foregoing, Flock automatically deletes Wing Replay after seven (7) days, during which time Agency may view, save and/or transmit such data to the relevant government agency prior to deletion. Flock does not own and shall not sell Agency Data.

4.3 Agency Generated Data in Wing Suite. Parties understand that Flock does not own any right, title, or interest to third-party video integrated into the Wing Suite. Flock may provide Agency with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Wing Suite, 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 Agency. Agency shall retain whatever legally cognizable right, title, and interest that Agency has in Agency Generated Data. Agency understands and acknowledges that Flock has no obligation to monitor or enforce Agency’s intellectual property rights to Agency Generated Data. To the extent legally permissible, Agency grants Flock a non- exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify, display, and distribute the Agency Generated Data for the sole purpose of providing Flock Services. Flock does not own and shall not sell

Agency Generated Data.

4.4 Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency hereby assigns (and will cause its agents and representatives to assign) to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.

4.5 Aggregated Data. Flock shall have the right to collect, analyze, and anonymize Agency Data and Agency Generated Data to create Aggregated Data to use and perform the Services and related systems and technologies, including the training of machine learning algorithms. Agency hereby grants Flock a non -exclusive, worldwide, perpetual, royalty-free right (during and after the Term hereof) to use and distribute such Aggregated Data to 36 improve and enhance the Services and for other development, diagnostic and corrective purposes, other Flock offerings, and crime prevention efforts. Parties understand that the aforementioned license is required for continuity of Services. No rights or licenses are granted except as expressly set forth herein. Flock does not sell Aggregated

Data.

5. PAYMENT OF FEES

5.1. Fees. Agency shall pay the fees as set forth in the Order Form.

5.2 Notice of Changes to Fees. Flock reserves the right to change the fees for subsequent Renewal Terms beyond the scope of the Term (including optional renewals, if any) as defined in the Primary Agreement 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).

Flock will give the Agency 60 days prior written notice before the term of the Primary Agreement expires of such proposed fee changes.

5.3 Invoicing, Late Fees; Taxes. Flock may choose to bill through an invoice, in which case, full payment for invoices must be received by Flock thirty (30) days after the date of invoice. If [Agency is a non-tax-exempt entity, Agency shall be responsible for all applicable taxes associated with Services (for non- tax-exempt reasons). If Agency believes that Flock has billed Agency incorrectly, Agency must contact Flock no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit. Agency acknowledges and agrees that a failure to contact Flock within this sixty (60) day period will serve as a waiver of any claim Agency may have had due to such billing error; however, such waiver does not apply to intentional or grossly negligent acts on behalf of Flock, and does not further apply to those billing errors which are not waivable by Agency under California law.

6. TERM AND TERMINATION

6.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Primary Agreement and shall commence at the time outlined in this section below (the “Term”). Following the Term, unless otherwise indicated on the Primary Agreement, 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. a. For Wing Suite products: the Term shall commence upon execution of this Agreement and continue for one (1) year, after which, the Term may be extended by mutual consent of the Parties, unless terminated by either Party. b. For Falcon and Sparrow products: the Term shall commence upon first installation and validation of Flock Hardware.
c. For Raven products: the Term shall commence upon first installation and validation of Flock Hardware. d. For Falcon Flex products: the Term shall commence upon execution of this Agreement. e. For Advanced Search products: the Term shall commence upon execution of this Agreement. 37 6.2 Termination for Convenience. At any time during the agreed upon Term, either Party may terminate this Agreement for convenience. Termination for convenience of the Agreement by the Agency will be effective immediately. Termination for convenience by Agency will result in a one-time removal fee of $500 per Flock Hardware. Termination for convenience by Flock will not result in any removal fees. Upon termination for convenience, a refund will be provided for Flock Hardware, prorated for any fees for the remaining Term length set forth previously. Wing Suite products and Advanced Search are not subject to refund for early termination.

Flock will provide advanced written notice and remove all Flock Hardware at Flock’s own convenience, within a commercially reasonable period of time upon termination.

Agency’s termination of this Agreement for
Flock’s material breach of this Agreement shall not be considered a termination for convenience for the purposes of this Section 6.2.

6.3 Termination. Notwithstanding the termination provisions in Section 2.5.2, in the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period. Either Party may terminate this Agreement, without notice, (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. Upon termination for Flock’s material breach, Flock will refund to Agency a pro-rata portion of the pre-paid fees for Services not received due to such termination.

6.4 No-Fee Term. Flock will provide Agency with complimentary access to Hotlist alerts, as further described in Section 4.2 (“Complimentary Hotlist Alerts Access”). In the event a Non-Agency End User grants Agency access to Footage and/or notifications from a Non-Agency End User, Agency will have access to Non-Agency End User Footage and/or notifications until deletion, subject to a thirty (30) day retention policy for all products except Wing Replay, which is subject to a seven (7) day retention policy. Flock may, in their sole discretion, provide access or immediately terminate the Complimentary Hotlist Alerts Access. The No-Fee Term will end upon 30 days notice from the Agency. Flock, in its sole discretion, can determine to impose a price per No -Fee Term upon thirty (30) days’ notice to Agency, but shall not provide such paid access to the Hotlist Alerts without Agency’s express written approval, and Flock will terminate such access without charge unless such written approval from Agency is obtained.

6.5 Survival. The following Sections will survive termination: 2.5, 2.6, 3, 4, 5, 6.4, 7.3, 7.4, 8.1, 8.2, 8.3,

8.4, 9.1 and 9.6; and any other Sections which by their nature are necessary to preserve the essential aims and goals of the Entire Agreement.

38 7. REMEDY; WARRANTY AND DISCLAIMER

7.1 Remedy. Upon a malfunction or failure of Flock Hardware or Embedded Software (a “Defect”), Agency must notify Flock’s technical support, if such technical support is not already or should be aware of such Defect, as described in Section 2.10 above. If Flock is unable to correct the Defect, Flock shall, or shall instruct one of it s contractors to repair or replace the Flock Hardware or Embedded Software suffering from the Defect. Flock reserves the right in their sole discretion to refuse or delay replacement or its choice of remedy for a Defect until after it has inspected and tested the affected Flock Hardware provided that such inspection and test shall occur within a commercially reasonable time, but no longer than seven (7) business days after Agency notifies the Flock of a known Defect. In the event of a Defect, Flock will repair or replace the defective Flock Hardware at no additional cost to Agency. Absent a Defect, in the event that Flock Hardware is lost, stolen, or damaged, Agency 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). Agency shall not be required to replace subsequently lost, damaged or stolen Flock Hardware, however, Agency understands and agrees that functionality, including Footage, will be materially affected due to such subsequently lost, damaged or stolen Flock Hardware and that Flock will have no liability to Agency regarding such affected functionality nor shall the Usage Fee or Implementation Fees owed be impacted. Flock is under no obligation to replace or repair Flock Hardware or Agency Hardware.

7.2 Exclusions. Flock will not provide the remedy described in Section 7.1 if Agency has misused the Flock Hardware, Agency Hardware, or Service in any manner prohibited by the Entire Agreement.

7.3 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.

7.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS AGENCY’S SOLE REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE EMBEDDED SOFTWARE. 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 OF SECTION 7.4 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 9.6. 39 7.5 Insurance. Flock will maintain commercial general liability policies with policy limits reasonably commensurate with the magnitude of Flock’s business risk. Certificates of Insurance can be provided upon request.

7.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third-Party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, weather conditions or acts of hackers, internet service providers or any other third Party acts or omissions. Force Majeure includes the novel coronavirus Covid -19 pandemic, and the potential spread of variants, which is ongoing as of the date of the execution of this Agreement.

8. LIMITATION OF LIABILITY; COMPLIMENTARY HOTLIST ACCESS; INDEMNITY

8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY SUPPLIERS),

OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL 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 TO THE OTHER PARTY: (A) FOR ERROR OR

INTERRUPTION OF USE

OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR FOOTAGE OR

COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND EITHER PARTY’S ACTUAL KNOWLEDGE OR

REASONABLE

CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE OR IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH THE FBI DATABASE; (D) FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (E) FOR CRIME PREVENTION; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH

ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY EITHER PARTY TO THE OTHER

PARTY 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 THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY OF SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 9.6.

8.2 Additional Complimentary Hotlist Access Requirements. IN NO EVENT SHALL FLOCK’S AGGREGATE

LIABILITY, IF

ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE COMPLIMENTARY HOTLIST ACCESS AS DESCRIBED IN SECTION 6.4 EXCEED $100, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. Parties 40 acknowledge and agree that the essential purpose of this Section 8.2 is to allocate the risks under the Complimentary Hotlist Access described in Section 6.4 and limit potential liability given the aforementioned complimentary service, which would have been substantially higher if Flock were to assume any further liability other than as set forth herein. Flock has relied on these limitations in determining whether to provide the C omplementary Hotlist Access.

The limitations set forth in this Section 8.2 shall not apply to claims or damages resulting from Flock’s other obligations under this Agreement.

8.3 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, deputies, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable (if at all) only for the torts of its own officers, agents, or employees.

9. INDEMNIFICATION
Agency hereby agrees to indemnify and hold harmless Flock against any damages, losses, liabilities, settlements and expenses in connection with any claim or action that arises from an alleged violation of Section 3.1, a breach of this Agreement, Agency’s Installation Obligations, Agency’s sharing of any data in connection with the Flock system, Flock employees or agent or Non-Agency End Users, or otherwise from Agency’s use of the Services, Flock Hardware, Agency Hardware and any Embedded Software, including any claim that such actions violate any applicable law or third Party right (“Agency Indemnification Obligations”), provided such Agency Indemnification Obligations arise solely from the sole active negligence or willful misconduct of Agency . Although Flock has no obligation to monitor Agency’s use of the Services, Flock may do so (with notice and concurrence from Agency) and may prohibit any use of the Services it reasonably believes may be (or alleged to be) in violation of Section 3.1 or this Agreement, after providing reasonable notice and an opportunity to cure to Agency.

10. MISCELLANEOUS

10.1 Compliance With Laws. Both Parties agree to 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). In the event either Party is legally compelled to comply with a judicial order, subpoena, or government mandate, to disclose Agency Data or Agency Generated Data, or other data associated with this Agreement, the obligated Party will provide the other Party with notice, provided that the provision of such notice is allowed under law.

10.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in fu ll force and effect.
41 10.3 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.

10.4 Entire Agreement. The Primary Agreement and this Agreement, together with the Order Form(s), the then- current Reinstall policy (https://www.flocksafety.com/reinstall-fee-schedule), Deployment Plan(s), and any attached addenda are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, 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 Agency’s purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement shall prevail.

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

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

10.7 Publicity. Upon prior consent from Agency,
which Agency may reasonably withhold or revoke at any time in Agency’s sole discretion Flock has the right to reference and use Agency’s name and trademarks and disclose the nature of the Services provided hereunder in each case in business and development and marketing efforts, including without limitation on Flock’s website.

10.8 Export. Agency may not knowingly remove or export from the United States or allow the export or re -export of the Flock
IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency 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 42 that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of any system, or as critical technology as part of any Flock system. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

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

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

10.11 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon recei pt, if sent by certified or registered mail, return receipt requested.

FLOCK NOTICES ADDRESS
:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: [email protected]

AGENCY NOTICES ADDRESS:

ADDRESS:
/FlockAgencyNoticeAddress1/

ATTN: /FlockAgencyNoticeAttention1/
EMAIL: /FlockAgencyNoticeEmail1/
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