HomeMy WebLinkAboutFLOCK GROUP, INC. INSURANCE NOT ON FILE
WORK MAY NOT PROCEED A-2025-059
CITY CLERK
DATE' MAY 2 7 2015
Master Services Agreement
This Master Services Agreement(this"Agreement") is entered into by and between
Flock Group, Inc. with a place of business at 1170 Howell Mill Road NW Suite 210,Atlanta,
fail ltcma►'��� � GA 30318 ("Flock") and the entity identified in the signature block("Customer") (each a
"Parry," and together, the"Parties"). This Agreement is effective on the date of mutual
execution("Effective Date"). Parties will sign an Order Form("Order Form")which will
describe the Flock Services to be performed and the period for performance, attached hereto as
Exhibit A.
RECITALS
WHEREAS,Flock offers a software and hardware situational awareness solution
through Flock's technology platform that upon detection is capable of capturing audio,video,
image, and recording data and provide notifications to Customer("Notifications");
WHEREAS, Customer desires access to the Flock Services (defined below)on existing
devices,provided by Customer, or Flock provided Flock Hardware(as defined below) in order to
create, view, search and archive Footage and receive Notifications,via the Flock Services;
WHEREAS,Customer shall have access to the Footage in Flock Services. Pursuant to
Flock's standard Retention Period (defined below)Flock deletes all Footage on a rolling thirty
(30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for
extracting, downloading and archiving Footage from the Flock Services on its own storage
devices; and
WHEREAS,Flock desires to provide Customer the Flock Services and any access
thereto, subject to the terms and conditions of this Agreement, solely for the awareness,
prevention, and prosecution of crime,bona fide investigations and evidence gathering for law
enforcement purposes, ("Permitted Purpose").
1.DEFINITIONS
Certain capitalized terms, not otherwise defined herein,have the meanings set forth or cross-
referenced in this Section 1.
1.1 "Agreement" means the order form (to be provided as Exhibit A, "Order Form"),these terms
and conditions, and any document therein incorporated by reference in section 11.4.
1.2"Anonymized Data"means Customer Data permanently stripped of identifying details and
any potential personally identifiable information,by commercially available standards which
irreversibly alters data in such a way that a data subject(i.e.,individual person or entity) can no
longer be identified directly or indirectly.
1.3 "Authorized End User(s)" means any individual employees, agents, or contractors of
Customer accessing or using the Services,under the rights granted to Customer pursuant to this
Agreement.
1.4"Customer Data" means the data,media, and content provided.by Customer through the
Services. For the avoidance of doubt,the Customer Data will include the Footage.
1.5. "Customer Hardware" means the third-party camera owned or provided by Customer and
any other physical elements that interact with the Embedded Software and the Web Interface to
provide the Services.
1.6 "Effective Date"means the date this Agreement is mutually executed(valid and enforceable)
by both Parties.
1.7"Embedded Software"means the Flock proprietary software and/or firmware integrated with
or installed on the Flock Hardware or Customer Hardware.
1.8 "Flock hardware" means the Flock device(s), which may include the pole, clamps, solar
panel, installation components, and any other physical elements that interact with the Embedded
Software and the Web Interface, to provide the Flock Services as specifically set forth in the
applicable Order Form.
1.9"Flock IP"means the Services,the Embedded Software, and any intellectual property or
proprietary information therein or otherwise provided to Customer and/or its Authorized End
Users. Flock IP does not include Footage(as defined below).
1.1 D"Flock Services"means the provision of Flock's software and hardware situational
awareness solution,via the Web Interface, for automatic license plate detection, alerts, audio
detection, searching image records,video and sharing Footage.
1.11 "Footage" means still images,video, audio, and other data captured by the Flock Hardware
or Customer Hardware in the course of and provided via the Flock Services.
1.12 "Installation Services"means the services provided by Flock for installation of Flock
Services.
1.13 "Permitted Purpose" means for legitimate public safety and/or business purpose, including
but not limited to the awareness,prevention, and prosecution of crime; investigations; and
prevention of commercial harm, to the extent permitted by law.
1.14"Retention Period"means the time period that the Customer Data is stored within the cloud
storage, as specified in the applicable Order Form. Flock deletes all Footage on a rolling thirty
(30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for
extracting, downloading and archiving Footage from the Flock Services on its own storage
devices.
1.1 S "Term"means the date,unless otherwise stated in the Order Form, upon which the cameras
are validated by both Parties as operational.
1.16 "Web Interface"means the website(s) or application(s)through which Customer and its
Authorized End Users can access the Services.
2.SERVICES AND SUPPORT
2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive,non-transferable
right to access the features and functions of the Flock Services via the Web Interface during the
Term, solely for the Authorized End Users. The Footage will be available for Authorized End
Users to access and download via the Web Interface for the Retention Period, Authorized End
Users will be required to sign up for an account and select a password and username("User
ID"). Customer shall be responsible for all acts and omissions of Authorized End Users.
Customer shall undertake reasonable efforts to make all Authorized End Users aware of all
applicable provisions of this Agreement and shall cause Authorized End Users to comply with
such provisions. Flock may use the services of one or more third parties to deliver any part of the
Flock Services, (such as using a third party to host the Web Interface for cloud storage or a cell
phone provider for wireless cellular coverage).
2.2 Embedded Software License.Flock grants Customer a limited,non-exclusive, non-
transferable,non-sublicensable(except to the Authorized End Users), revocable right to use the
Embedded Software as it pertains to Flock Services,solely as necessary for Customer to use the
Flock Services.
2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health,
in order to improve performance and functionality. Flock will use commercially reasonable
efforts to respond to requests for support within seventy-two(72)hours. Flock will provide
Customer with reasonable technical and on-site support and maintenance services in-person, via
phone or by email at suoortgflocksafety.com(such services collectively referred to as
"Support Services").
2.4 Updates to Platform. Flock may make any updates to system or platform that it deems
necessary or useful to (i) maintain or enhance the quality or delivery of Flock's products or
services to its agencies,the competitive strength of, or market for, Flock's products or services,
such platform or system's cost efficiency or performance, or(ii)to comply with applicable law.
Parties understand that such updates are necessary from time to time and will not diminish the
quality of the services or materially change any terms or conditions within this Agreement.
2.5 Service Interruption. Services may be interrupted in the event that: (a)Flock's provision of
the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any
third-party services required for Services are interrupted; (c)if 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 Customer,to provide updates, and to resume providing access to Flock Services
as soon as reasonably possible after the event giving rise to the Service Interruption is cured.
Flock will have no liability for any damage, liabilities, losses(including any loss of data or
profits), or any other consequences that Customer or any Authorized End User may incur as a
result of a Service Interruption. To the extent that the Service Interruption is not caused by
Customer's direct actions or by the actions of parties associated with the Customer,the time will
be tolled by the duration of the Service Interruption(for any continuous suspension lasting at
least one full day). For example, in the event of a Service Interruption lasting five(5) continuous
days, Customer will receive a credit for five(5) free days at the end of the Term.
2.6 Service Suspension.Flock may temporarily suspend Customer's and any Authorized End
User's access to any portion or all of the Flock IP or Flock Service if(a)there is a threat or
attack on any of the Flock IP by Customer; (b)Customer's or any Authorized End User's use of
the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of
Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or
illegal activities; (d) Customer has violated any term of this provision, including,but not limited
to,utilizing Flock Services for anything other than the Permitted Purpose; or(e) any
unauthorized access to Flock Services through Customer's account("Service Suspension"),
Customer shall not be entitled to any remedy for the Service Suspension period, including any
reimbursement,tolling, or credit. If the Service Suspension was not caused by Customer, the
Term will be tolled by the duration of the Service Suspension.
2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other
hazardous conditions, including, without limit, asbestos, lead, or toxic or flammable substances.
In the event any such hazardous materials are discovered in the designated locations in which
Flock is to perform services under this Agreement, Flock shall have the right to cease work
immediately.
3. CUSTOMER OBLIGATIONS
3.1 Customer Obligations.Flock will assist Customer Authorized End Users in the creation of a
User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated
registration information. Authorized End Users may not select as their User ID, a name that they
do not have the right to use,or any other name with the intent of impersonation. Customer and
Authorized End Users may not transfer their account to anyone else without prior written
permission of Flock. Authorized End Users shall not share their account username or password
information and must protect the security of the username and password. Unless otherwise stated
and defined in this Agreement, Customer shall not designate Authorized End Users for persons
who are not officers, employees, or agents of Customer.Authorized End Users shall only use
Customer-issued email addresses for the creation of their User ID. Customer is responsible for
any Authorized End User activity associated with its account. Customer shall ensure that
Customer provides Flock with up-to-date contact information at all times during the Term of this
agreement. Customer shall be responsible for obtaining and maintaining any equipment and
ancillary services needed to connect to, access or otherwise use the Flock Services (e.g., laptops,
internet connection,mobile devices, etc.). Customer shall (at its own expense)provide Flock
with reasonable access and use of Customer facilities and Customer personnel in order to enable
Flock to perform Services (such obligations of Customer are collectively defined as "Customer
Obligations'),
3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants
that Customer shall use Flock Services only in compliance with this Agreement and all
applicable laws and regulations,including but not limited to any laws relating to the recording or
sharing of data, video,photo, or audio content.
4.DATA USE AND LICENSING
4.1 Customer Data. As between Flock and Customer, all right, title and interest in the Customer
Data,belong to and are retained solely by Customer. Customer hereby grants to Flock a limited,
non-exclusive,royalty-free,irrevocable, worldwide license to use the Customer Data and
perform all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock
does not own and shall not sell Customer Data.
4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post,
upload, display,publish, distribute, transmit, broadcast, or otherwise make available,messages,
text, illustrations, files, images, graphics,photos, comments, sounds,music, videos, information,
content, ratings,reviews, data, questions, suggestions, or other information or materials produced
by Customer("Customer Generated Data"). Customer shall retain whatever legally cognizable
right, title, and interest in Customer Generated Data. Customer understands and acknowledges
that Flock has no obligation to monitor or enforce Customer's intellectual property rights of
Customer Generated Data. Customer grants Flock a non'-exclusive, irrevocable, worldwide,
royalty-free, license to use the Customer Generated Data for the purpose of providing Flock
Services. Flock does not own and shall not sell Customer Generated Data
4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer
Data and Customer Generated Data to the extent such anonymization renders the data non-
identifiable to create Anonymized Data to use and perform the Services and related systems and
technologies, including the training of machine learning algorithms. Customer hereby grants
Flock a non-exclusive, worldwide,perpetual, royalty-free right to use and distribute such
Anonymized Data to improve and enhance the Services and for other development, diagnostic
and corrective purposes, and other Flock offerings. Parties understand that the aforementioned
license is required for continuity of Services. Flock does not own and shall not sell Anonymized
Data.
5. CONFIDENTIALITY;DISCLOSURES
5.1 Confidentiality.To the extent required by any applicable public records requests, each Party
(the "Receiving Party")understands that the other Party (the "Disclosing Party")has disclosed
or may disclose business, technical or financial information relating to the Disclosing Party's
business (hereinafter referred to as"Proprietary Information" of the Disclosing Party).
Proprietary Information of Flock includes non-public information regarding features,
functionality and performance of the Services. Proprietary Information of Customer includes
non-public data provided by Customer to Flock or collected by Flock via Flock Services, which
includes but is not limited to geolocation information and environmental data collected by
sensors. The Receiving Party agrees: (i) to take the same security precautions to protect against
disclosure or unauthorized use of such Proprietary Information that the Party takes with its own
proprietary information,but in no event less than commercially reasonable precautions, and(ii)
not to use(except in performance of the Services or as otherwise permitted herein)or divulge to
any third person any such Proprietary Information. The Disclosing Party agrees that the
foregoing shall not apply with respect to any information that the Receiving Party can document
(a)is or becomes generally available to the public; or(b) was in its possession or known by it
prior to receipt from the Disclosing Party; or(e)was rightfully disclosed to it without restriction
by a third party; or(d) was independently developed without use of any Proprietary Information
of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from
disclosing the Proprietary Information pursuant to any judicial or governmental order,provided
that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to
contest such order. At the termination of this Agreement, all Proprietary Information will be
returned to the Disclosing Party, destroyed or erased(if recorded on an erasable storage
medium), together with any copies thereof, when no longer needed for the purposes above, or
upon request from the Disclosing Party,and in any case upon termination of the Agreement.
Notwithstanding any termination, all confidentiality obligations of Proprietary Information that
is trade secret shall continue in perpetuity or until such information is no longer trade secret.
5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in
and to the Flock IP and its components, and Customer acknowledges that it neither owns nor
acquires any additional rights in and to the foregoing not expressly granted by this Agreement.
Customer further acknowledges that Flock retains the right to use the foregoing for any purpose
in Flock's sole discretion. Customer and Authorized End Users shall not: (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 IF 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 the Flock Services or Flock IP; (vi)use the Flock Services for
anything other than the Permitted Purpose; or(vii) assign, sublicense, sell, resell, lease, rent, or
otherwise transfer, convey,pledge as security, or otherwise encumber, Customer's rights. There
are no implied rights.
5.3 Disclosure of Footage. Subject to and during the Retention Period, Flock may access, use,
preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or
third parties, 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 comply with a legal process, enforce this
Agreement,or detect,prevent or otherwise address security,privacy, fraud or technical issues, or
emergency situations.
b.PAYMENT OF FEES
6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order
Form based on the billing structure and payment terms as indicated in the Order Form. To the
extent the Order Form is silent, Customer shall pay all invoices net thirty(30) days from the date
of receipt. If Customer believes that Flock has billed Customer incorrectly, Customer must
contact Flock no later than thirty(30) days after the closing date on the first invoice in which the
error or problem appeared to receive an adjustment or credit. Customer acknowledges and agrees
that a failure to contact Flock within this period will serve as a waiver of any claim. If any
undisputed fee is more than thirty(30) days overdue, Flock may, without limiting its other rights
and remedies, suspend delivery of its service until such undisputed invoice is paid in full, Flock
shall provide at least thirty (30) days' prior written notice to Customer of the payment
delinquency before exercising any suspension right.
6.2 Notice of Changes to Fees. In the event of any changes to fees, Flock shall.provide
Customer with sixty(60) days' notice (email sufficient)prior to the end of the Initial Term or
Renewal Term(as applicable). Any such changes to fees shall only impact subsequent Renewal
Terms.
6.3 Taxes.To the extent Customer is not a tax exempt entity, Customer is responsible for all
taxes, levies, or duties, excluding only taxes based on Flock's net income, imposed by taxing
authorities associated with the order. If Flock has the legal obligation to pay or collect taxes,
including amount subsequently assessed by a taxing authority, for which Customer is
responsible,the appropriate amount shall be invoice to and paid by Customer unless Customer
provides Flock a legally sufficient tax exemption certificate and Flock shall not charge Customer
any taxes from which it is exempt. If any deduction or withholding is required by law, Customer
shall notify Flock and shall pay Flock any additional amounts necessary to ensure that the net
amount that Flock receives, after any deduction and withholding, equals the amount Flock would
have received if no deduction or withholding had been required.
7.TERM AND TERMINATION
7.1 Term.The initial term of this Agreement shall be for the period of time set forth on the
Order Form (the"Term"). Unless otherwise indicated on the Order Form, the Term shall
commence upon first installation of Flock Hardware, as applicable. Following the Tenn, unless
otherwise indicated on the Order Form, this Agreement will automatically renew for successive
renewal terms of the greater of one year or the length set forth on the Order Form(each, a
"Renewal Term")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.
7.2 Termination.Upon termination or expiration of this Agreement, Flock will remove any
applicable Flock Hardware at a commercially reasonable time period. In the event of any
material breach 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("Cure Period"). Either Party may
terminate this Agreement(i)upon the institution by or against the other Party of insolvency,
receivership or bankruptcy proceedings, (ii)upon the other Party's making an assignment for the
benefit of creditors, or(iix)upon the other Party's dissolution or ceasing to do business. In the
event of a material breach by Flock, and Flock is unable to cure within the Cure Period, Flock
will refund Customer a pro-rata portion of the pre-paid fees for Services not received due to such
termination.
7.3 Survival. The following Sections will survive termination; 1, 3, S, 6, 7, 8.3, 8.4, 9, 11.1 and
11.6.
8.REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER
8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded
Software(a"Defect"), Customer must notify Flock's technical support team. In the event of a
Defect,Flock shall make a commercially reasonable attempt to repair or replace the defective
Flock Hardware at no additional cost to the Customer. Flock reserves the right, in its sole
discretion, to repair or replace such Defect,provided that Flock shall conduct inspection or
testing within a commercially reasonable time,but no longer than seven(7)business days after
Customer gives notice to Flock.
8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may
request a replacement of Flock Hardware at a fee according to the reinstall fee schedule
(hops://www.flocksafeiy.com/reinstall-fee-schedule). In the event that Customer chooses not to
replace lost, damaged,or stolen Flock Hardware, Customer understands and agrees that Flock is
not liable for any resulting impact to Flock service,nor shall Customer receive a refund for the
lost, damaged, or stolen Flock Hardware.
8.3 Warranty.Flock shall use reasonable efforts consistent with prevailing industry standards to
maintain the Services in a manner which minimises errors and interruptions in the Services and
shall perform the Installation Services in a professional and workmanlike manner. Services may
be temporarily unavailable for scheduled maintenance or for unscheduled emergency
maintenance, either by Flock or by third-party providers, or because of other causes beyond
Flock's reasonable control, but Flock shall use reasonable efforts to provide advance notice in
writing or by e-mail of any scheduled service disruption.
8.4 Disclaimer.THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER'S
SOLE REMEDY,AND FLOCK'S SOLE LIABILITY, WITH RESPECT TO DEFECTS.
FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR
ERROR FREE;NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT
MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET
FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS"AND FLOCK
DISCLAIMS ALL WARRANTIES,EXPRESS OR IMPLIED, INCLUDING,BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. THIS DISCLAIMER ONLY APPLIES TO THE EXTENT
ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 11.6.
8.5 Insurance. Flock will maintain commercial general liability policies as stated in Exhibit B.
8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in
performance from any cause beyond their control, including, but not limited to acts of God,
changes to law or regulations, embargoes, war,terrorist acts,pandemics (including the spread of
variants), issues of national security, acts or omissions of third-party technology providers, riots,
fires, earthquakes, floods,power blackouts, strikes, supply chain shortages of equipment or
supplies, financial institution crisis,weather conditions or acts of hackers, internet service
providers or any other third party acts or omissions.
9.LIMITATION OF LIABILITY;INDEMNITY
9.1 Limitation of Liability.NOTWITHSTANDING ANYTHING TO THE CONTRARY,
FLOCK, ITS OFFICERS,AFFILIATES,REPRESENTATIVES, CONTRACTORS AND
EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED
THERETO UNDER ANY CONTRACT,NEGLIGENCE, STRICT LIABILITY,PRODUCT
LIABILITY, OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR
BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT,OR INACCURATE DATA;
(C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
TECHNOLOGY; (D)FOR ANY INDIRECT,EXEMPLARY,INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES; (E)FOR ANY MATTER BEYOND FLOCK'S ACTUAL
KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL
ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR(F) FOR ANY AMOUNTS
THAT,TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS,
EXCEED TWO (2)TIMES THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO
FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE(12)
MONTHS PRIOR TO THE ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY,
IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY OF SECTION
ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE
STATE REFERENCED IN SECTION 11.6. NOTWITHSTANDING ANYTHING TO THE
CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY (1)
IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR(1I)
INDEMNIFICATION OBLIGATIONS.
9.2 Responsibility.Each Party to this Agreement shall assume the responsibility and liability for
the acts and omissions of its own employees, officers,or agents,in connection with the
performance of their official duties under this Agreement. Each Party to this Agreement shall be
liable for the torts of its own officers, agents, or employees.
9.3 Flock Indemnity.Flock shall indemnify and hold harmless Customer, its City Council,
agents and employees, from liability of any kind,including claims, costs(including defense) and
expenses,on account of (i) infringement of any copyrighted material,patented or unpatented
invention, articles, device or appliance manufactured or used in the performance of this
Agreement; or(ii) any damage or injury to property or person directly caused by Flock's
installation of Flock Hardware, except for where such damage or injury was caused solely by the
negligence of the Customer or its agents, officers or employees. Flock's performance of this
indemnity obligation shall not exceed two (2)times the fees paid and/or payable for the services
rendered under this Agreement in the preceding twelve(12)months.
I.U. INSTALLATION SERVICES AND OBLIGATIONS
10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive
property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of this
Agreement, except as otherwise specifically set forth in this Agreement. Except as otherwise
expressly stated in this Agreement, Customer is not permitted to remove,reposition,re-install,
tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Customer
agrees and understands that in the event Customer is found to engage in any of the foregoing
restricted actions, all warranties herein shall be null and void, and this Agreement shall be
subject to immediate termination for material breach by Customer. Customer shall not perform
any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should
Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at
Flock's discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock's
rights to any damages Flock may sustain as a result of Customer's default and Flock shall have
the right to enforce any other legal remedy or right.
10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock
Hardware for optimal product functionality, as conditions and locations allow. Flock will
collaborate with Customer to design the strategic geographic mapping of the location(s) and
implementation of Flock Hardware to create a deployment plan("Deployment Plan"). In the
event that Flock determines that Flock Hardware will not achieve optimal functionality at a
designated location,Flock shall have final discretion to veto a specific location, and will provide
alternative options to Customer.
10.3 Changes to Deployment Plan.After installation of Flock Hardware, any subsequent
requested changes to the Deployment Plan, including,but not limited to,relocating,re-
positioning, adjusting of the mounting,removing foliage,replacement, changes to heights of
poles will incur a fee according to the reinstall fee schedule located at
(httns://www.flocksgfM.com/reinstall-fee-schedule). Customer will receive prior notice and
confirm approval of any such fees.
10.4 Customer Installation Obligations. Customer is responsible for any applicable
supplementary cost as described in the Customer Implementation Guide, attached hereto as
Exhibit C. Customer represents and warrants that it has, or shall lawfully obtain, all necessary
right title and authority and hereby authorizes Flock to install the Flock Hardware at the
designated locations and to make any necessary inspections or maintenance in connection with
such installation.
10.5 Flock's Obligations. Installation of any Flock Hardware shall be installed in a professional
manner within a commercially reasonable time from the Effective Date of this Agreement. Upon
removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary
wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for
the length of the Term. Flock may use a subcontractor or third party to perform certain
obligations under this Agreement,provided that Flock's use of such subcontractor or third party
shall not release Flock from any duty or liability to fulfill Flock's obligations under this
Agreement.
11.MISCELLANEOUS
11.1 Compliance With Laws.Parties shall comply with all applicable local, state and federal
laws,regulations,policies and ordinances and their associated record retention schedules,
including responding to any subpoena request(s).
11.2 Severability.If any provision 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 full force and effect.
11.3 Assignment.This Agreement is not assignable, transferable or sublicensable by either
Party, without prior consent. Notwithstanding the foregoing, either Party may assign this
Agreement, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or
(ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of
merger, consolidation or similar transaction.
11.4 Entire Agreement. This Agreement,together with the Order Form(s),the reinstall fee
schedule(hLtps://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the
complete and exclusive statement of the mutual understanding of the Parties and supersedes and
cancels all previous or contemporaneous negotiations, discussions or agreements,whether
written and oral, communications and other understandings relating to the subject matter of this
Agreement. All waivers and modifications must be in a writing signed by both Parties, except as
otherwise provided herein.None of Customer's purchase orders, authorizations or similar
documents will alter the terms of this Agreement, and any such conflicting terms are expressly
rejected. Any mutually agreed upon future purchase order is subject to these legal terms and does
not alter the rights and obligations under this Agreement, except that future purchase orders may
outline additional products, services, quantities and billing terms to be mutually accepted by
Parties. In the event of any conflict of terms found in this Agreement or any other terms and
conditions,the terms of this Agreement shall prevail. Customer agrees that Customer's purchase
is neither contingent upon the delivery of any future functionality or features nor dependent upon
any oral or written comments made by Flock with respect to future functionality or feature.
11.5 Relationship.No agency,partnership,joint venture, or employment is created as a result of
this Agreement and Parties do not have any authority of any kind to bind each other in any
respect whatsoever. Flock shall at all times be and act as an independent contractor to Customer.
11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the state in
which the Customer is located. The Parties hereto agree that venue would be proper in the
chosen courts of the State of which the Customer is located. The Parties agree that the United
Nations Convention for the International Sale of Goods is excluded in its entirety from this
Agreement.
11.7 Special Terms.Flock may offer certain special terms which are indicated in the Order
Form and will become part of this Agreement, upon Customer's prior written consent and the
mutual execution by authorized rgpresentatives ("Special Terms"). To the extent that any terms
of this Agreement are inconsistent or conflict with the Special Terms,the Special Terms shall
control.
11.8 Publicity.Upon prior written consent, Flock has the right to reference and use Customer's
name and disclose the nature of the Services in business and development and marketing efforts.
Nothing contained in this Agreement shall be construed as conferring on any Party, any right to
use the other Party's name as an endorsement of product/service.
11.9 Feedback. If Customer or Authorized End User provides any suggestions,ideas,
enhancement requests, feedback,recommendations or other information relating to the subject
matter hereunder, Agency or Authorized End User hereby assigns to Flock all right, title and
interest(including intellectual property rights)with respect to or resulting from any of the
foregoing.
11.10 Export. Customer may not 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 Customer or authority. As defined in Federal Acquisition Regulation ("FAR"), section
2.101, the Services,the Flock Hardware and Documentation are "commercial items"and
according to the Department of Defense Federal Acquisition Regulation("DFAR") section
252.2277014(a)(1) and are deemed to be "commercial computer software" and"commercial
computer software documentation."Flock is compliant with FAR Section 889 and does not
contract or do business with,use any equipment, system, or service that uses the enumerated
banned Chinese telecommunication companies, equipment or services as a substantial or
essential component of any system, or as critical technology as part of any Flock system.
Consistent with DFAR section 227.7202 and FAR section 12.212, any use,modification,
reproduction,release,performance, display, or disclosure of such commercial software or
commercial software documentation by the U.S. Government will be governed solely by the
terms of this Agreement and will be prohibited except to the extent expressly permitted by the
terms of this Agreement.
11.11 Headings.The headings are merely for organization and should not be construed as
adding meaning to the Agreement or interpreting the associated sections.
11.12 Authority.Each 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
upon the Effective Date.
It.13 Conflict. In the event there is a conflict between this Agreement and any applicable
statement of work, or Customer purchase order,this Agreement controls unless explicitly stated
otherwise.
11.14 Notices.All notices 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 receipt to the address listed on the Order Form(or, if
different,below),if sent by certified or registered mail, return receipt requested.
11.15 Non-Appropriation.Notwithstanding any other provision of this Agreement, all
obligations of the Customer under this Agreement which require the expenditure of public funds
are conditioned on the availability of said funds appropriated for that purpose. To the extent
applicable, Customer shall have the right to terminate this Agreement for non appropriation with
thirty(30) days written notice without penalty or other cost.
FLOCK NOTICES ADDRESS:
It 70 HOWELL MILL ROAD,NW SUITE 210
ATLANTA, GA 30318
ATTN. LEGAL DEPARTMENT
EMAIL: legal@flocksafety.com
0T TQ-rn ffrD RTn1rTPUQ A T%T1i3L 0Q-
Docusign Envelope ID:2F76304A-64A8-4A66-A930-3D7B2C2F92D1
City Clerk
City of Santa Ana
20 Civic Center Plaza(M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
WITH COURTESY COPIES TO:
Chief of Police
City of Santa Ana
20 Civic Center Plaza(M-96)
P.O. Box 1988
Santa Ana, California 92702
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST: CITY OF S NTA AN
M
n't1`W'PASS
J ER ALVARO NUNEZ
ity Clerk City Manager
APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL:
SONIA R.CARVALHO
City Attorney
By- IAWLL .
j /
TAMARA BOGOSIAN ROBERT RODRIGUE
Senior Assistant City Attorney Chief of Police
FLOCK GROUP INC.
Signed by:
AWt Sai&
By:
�r - •r' '�• �•
Flock Safety+CA- Santa Ana PD
Flock Group Inc.
1170 Howell Mill Rd,Suite 210
Atlanta,GA 30318
MAIN CONTACT:
Larry Barsocchini
larry.barsocchini@flocksafety.com
408.317.8617
f lock safety
Docusign Envelope ID:B18AD992-3838-4933-A52C-937DA5lE44F4
i0ocksafety
EXHIBIT A
ORDER FORM
Customer: CA-Santa Ana PD Initial Term: 36 Months
Legal Entity Name: CA-Santa Ana PD Renewal Term: 24 Months
Accounts Payable Email: Payment Terms: Net 30
Address: 60 Civic Ctr Santa Ana,California 92701 Billing Frequency: Annual Plan-First Year Invoiced at Signing.
Retention Period: 365 Days
Hardware and Software Products
Annual recurring amounts over subscription term
lieu) Cost- Quantity Total
$65;520 00
Hock Safety Platform"1
Flock Safety Bundles
Dual Solar LPR-Standard Bundle,flea Falcon Included 9 Included
Flock Safety LPR Products
Flock Safety LPR flea Falcon Included 6 Included
Solar LPR,fka Solar Falcon Included 18 Included
Flock Safety Platform Add Ons
Extended data retention(Up to 1 Year)
Included 24 Included
Professional Services and One Time Purchases
Item Cost Quantity Total
vE
Flock Safety Professional Services
Professional Services-Existing Infrastructure $0.00 5 $0.00
Implementation Fee
Professional Services-Standard Implementation Fee $0.00 1 $0.00
Professional Services-Solar Bundle Implementation $0.00 9 $0.00
Fee
Professional Services-MASH Tested Pole $0.00 1 $0.00
Implementation Fee-Non-Coastal Region
Subtotal Year 1: $65,520.00
Annual Recurring Subtotal: $65,520.00
Discounts: $19,390.00
Estimated Tax: $0.00
Docusign Envelope ID:B18AD992-3838-4933-A52C-937DA5lE44F4
Contract Total; $196,560.00
Tuxes shown above are provided as an estimate.Actual taxes are the responsibility of the Customer,This Agreement will antomatically renew for successive
renewal terms ofthe greater of one year or the length set forth on the OnlerTorm(each,a"Renewal?Term')unless either Parry gives the other Party
notice of non-renewal at least thirty(30)days prior to the end of the then-current term.
The Term for Flock Hardware shall commence upon first installation and validation,except that the Term for any Flock Hardware that requires set
Installation shall continence upon execution of the Agreement.In the event a Customer pu rchases more than one type of Flock Hardware,the earliest Term
start date shall control.In the event a Ciesionter purchases software only,the Terns shall commence upon execution of the Agreement.
Special Terms:
•Ilic parties mutually agree that the total amount of any additional services,provided by Flock pursuant to this agreement,payable by the Customer shall
not exceed$211,560,inclusive of a contingency,for the aforementioned additional services,of$15,000.
Docusign Envelope ID:6 1 8AD992-3838-4933-A52C-937DA51 E441`4
Billing Schedule
Bill-ling Schedule Amount(USD)
Year 1
At Contract Si6ming $65,520,00
Annual Recurring after Year 1 $65,520.00
Contract Total $196,560.00
*Tax not included
Discounts
Discounts
Flock Safety Platform $0.00
Flock Safety Add-ons $8,640.00
Flock Safety Professional Services $10,750.00
Docusign Envelope ID: B18AD992-3838-4933-A52C-937DA51E44F4
Product and Services Description
Flock-SafetyAll
Platform Law enforcement grade infrastructure-free(solar power+LTE)license plate recognition camera with Vehicle Fingerprint TM technology(proprietary
Flock Safety LPR,fka Falcon machine leaning software)and real-time alerts for unlimited users.
Professional Services-Existing One-time Professional Services engagement.Includes site and safety assessment of existing vertical infrastructure location,camera setup and testing,
Infrastructure Implementation Fee and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief.
Extended data retention(Up to 1
Year) Extended data retention for up to 1 year for 1 Law Enforcement grade Falcon camera.
Dual Solar LPR-Standard Bundle,
fka Falcon Two solar-powered fixed standard-range LPR cameras on the same pole
Professional Services-Standard One-time Professional Services engagement.Includes site and safety assessment,camera setup and testing,and shipping and handling in accordance
Implementation Fee with the Flock Safety Standard Implementation Service Brief.
Standard range license plate recognition camera with Vehicle Fingerprint TM technology(proprietary machine learning software)and real-time alerts
Solar LPR,fka Solar Falcon for unlimited users,with LTE
Professional Services-Solar One-time Professional Services engagement.Includes site and safety assessment,camera setup and testing,and shipping and handling in accordance
Bundle Implementation Fee with the Flock Safety Standard Implementation Service Brief.
Professional Services-MASH
Tested Pole Implementation Fee-
Non-Coastal Region MASH tested pole that meets DOT crashworthiness requirements.Includes materials,installation,and maintenance.
Docusign Envelope ID:B18AD992-3838-4933-A52C-937DA51E44F4
By executing this Order Form,Customer represents and warrants that it has read and agrees to all of the
terms and conditions contained in the Master Services Agreement attached.
The Parties have executed this Agreement as of the dates set forth below.
FLOCK GROUP,INC. Customer: CA-Santa Ana PD
Signed by;
BY: BY:
See attached
Mark smith
Name: Name:
Title: general counsel Title:
4/29/2025
Date: Date:
PO Number:
Customer.CA-Santa Ana PD
By. See attached
Name.
Title;
Date:
PO Number:
By executing this Order Form,Customer represents and warrants that it has read and agrees all of the terms
and conditions contained in the Terms of Service located at https://www.flocksafetty.com/terms-and-conditions
The Parties have executed this Agreement as of the dates set forth below.
Customer: CA-Santa Ana PD
CITY OF SANTA ANA o
By:
Name:
ALVARO NUNEZ Title:
City Manager Date: L]~10-2-Ss
PO Number:
APPROVED AS TO FORM:
SONIA R. i
RVALHO
City Attorn
By:
a UA
Name: TAMARA BOGOSIAN
Title: Senior Assistant City Attorney
Date:
ATTEST:
By: �
KJ
Name: )E L. LL
Title: City Clerk
Date: �I�r� /�Q� -s
EXHIBIT B
INSURANCE
Required Coverage.Flock shall procure and maintain for the duration of this Agreement
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the services under this Agreement and the results of that
work by Flock or its agents,representatives, employees or subcontractors. Insurance shall be
placed with insurers with a current A.M. Best rating of no less than"A"and"VI1". Flock shall
obtain and, during the term of this Agreement, shall maintain policies of professional liability
(errors and omissions),automobile liability, and general liability insurance for insurable amounts
of not less than the limits listed herein. The insurance policies shall provide that the policies shall
remain in full force during the life of the Agreement. Flock shall procure and shall maintain
during the life of this Agreement Worker's Compensation insurance as required by applicable
State law for all Flock employees. For the avoidance of doubt,all required insurance limits by
Customer can be met through a combination of primary and excess/umbrella coverage.
Types and Amounts Required. Flock shall maintain, at minimum, the following insurance
coverage for the duration of this Agreement:
(i)Commercial General Liability insurance written on an occurrence basis with minimum
limits of One Million Dollars ($1,000,000)per occurrence and Two Million Dollars ($2,000,000)
in the aggregate for bodily injury,death, and property damage, including personal injury,
contractual liability,independent contractors,broad-form property damage, and product and
completed operations coverage;
(ii) Umbrella or Excess Liability insurance written on an occurrence basis with minimum limits
of Ten Million Dollars($10,000,000)per occurrence and Ten Million Dollars ($10,000,000) in
the aggregate;
(iii)Professional Liability/Errors and Omissions insurance with minimum Iimits of Five
Million Dollars($5,000,000)per occurrence and Five Million Dollars ($5,000,000) in the
aggregate;
(iv) Commercial Automobile Liability insurance with a minimum combined single limit of
One Million Dollars( )$1000, ,000 per occurrence for bodily injury, death, and property coverage,
including owned and non-owned and hired automobile coverage; and
(v) Cyber Liability insurance written on an occurrence basis with minimum limits of Five
Million Dollars ($5,000,000); and
(vi)Workers' Compensation as required by the State of California, with statutory limits, and
Employer's Liability insurance with limits of no less than$1,000,000 per accident,policy,
employee, for bodily injury or disease.
The above required insurance policies are to contain or be endorsed to contain the following
provisions:
a. City of Santa Ana, its City Council, its officers, officials, employees, agents, and
volunteers are to be added as additional insureds, under Flock's commercial general
liability, automobile liability and cyber liability policies, with respect to any liability
arising out of work or operations performed by or on behalf of the Company
including materials,parts, equipment, and personnel furnished in connection with
such work or operations.
b. Flock's insurance companies agree to waive all rights of subrogation against City of
Santa Ana, its City Council., its officers,officials, employees, agents, and volunteers
for losses paid under the terms of the commercial general liability and worker's
compensation policies which arise from work performed by Company under this
Agreement.
c. For any claims related to this contract, Company's insurance coverage shall be
primary and any insurance maintained by City of Santa Ana, its City Council, its
officers,officials, employees, agents, or volunteers shall not contribute with it.
d. A severability of interest provision must apply for all the additional insureds,
ensuring that Company's insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the insurer's limits of
liability.
e. Insurance policies required herein shall provide that coverage shall not be canceled,
suspended,voided, reduced in coverage or in limits, non-renewed by the carrier, or
materially changed except after thirty(30)days prior written notice has been given to
City. Ten(10) days prior written notice shall be provided to City for policy
cancellation or non-renewal due to non-payment of premium.
£ Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa
Ana, Attention: Gil Hernandez, Santa Ana Police Department, 60 Civic Center Plaza,
Santa Ana, CA 92701. If applicable, the name and location of project must be
included in the Description of Operations section of each certificate.
Customer Implementation Guide
Law Enforcement
f i'lock safety
Table of Contents
Implementation Timeline ..................................................... ........... 2
FlockSafety Team ............................................................................ 3
Implementation Service briefs: Existing Infrastructure
vs Standard vs Advanced
• Existing Infrastructure Implementation
• Standard Implementation
• Advanced Implementation
Things to Consider When Selecting Locations 12
Customer Responsibilities: AC-Powered Cams 14
Electrician Handout 15
• Electrician Installation Steps
• FAQs about AC-Powered Flock Cameras
Installation Service Brief Summary 18
Permitting: Pre-Install Questionnaire 19
1 . Timeline
2. Right of Way
3. AC Power vs. Solar
4. Traffic Control & Installation Methods
5. Paperwork & Required Forms
6. Contacts
*Fee Schedule ................................................................................. 21
HelpCenter ..................................................................................... 22
Customer Support 22
CUSTOMER IMPLEMENTATION GUIDE: LAW ENFORCEMENT f' ock safety 1
Implementation Timeline
This timeline provides general guidance and understanding of your installation
process. While we typically complete installations 6-8 weeks after locations have
been finalized, delays can occur as noted in the timeline below:
REVIEW LOCATIONS 41 Confirm Camera Locations With Your Sales Representative
FLOCK:Your sales representative will present several viable options for camera locations
CUSTOMER:Review Deployment Plan&approve camera locations
PLEASE NOTE: If Public Works is required to move forward, please obtain approval
FINALIZE LOCATIONS 41 Prepare For Finalized Camera Locations
FLOCK: Confirm Deployment Plane and signed agreement. Flock will move forward with
next steps for locations that don't need permits (minimum 10 locations needed to move
forward with partial installation)
CUSTOMER: Prepare the below items,as needed
• If permits are required,begin application process
• If camera will be AC-powered,hire an electrician/street department
STEP 1 Conduct On-site Survey&Place Flags
FLOCK: Flock technician conducts site survey to (1) evaluate/reconfirm solar or power
access, (2) check line of sight to the road,and (3) evaluate/reconfirm cellular service in
the area.When the technician deems the locations suitable, s/he will place a white flag
at each spot
PLEASE NOTE: If the initially determined locations don't meet Flock standards,we will
evaluate a new location, obtain customer approval,and redo a site survey.This may
push timeline for installation
STEP 2 40 Call 811
FLOCK: Flock Safety will coordinate with Call 811 to mark each camera location for
underground utilities within a 10-foot radius
PLEASE NOTE:Call 811 is a government service, so turnaround times may vary and is
outside of Flock control
STEP 3 40 Schedule Installation
FLOCK: Flock will (1) ship any site specific material that the technician does not have
locally (2) schedule the installation date
STEP 41 Install&Validate Cameras
FLOCK:After installation,your Onboarding Specialist will confirm that cameras are
capturing footage well and functioning properly.They will then give you full access to
the system along with helpful training resources
ONGOING-AS NEEDED 41 Finalize Any Installation Needs
FLOCK:While we typically complete installations within 4 weeks of finalizing locations,
delays may occur due to external factors. In these instances,we will continue to work
through this process until your cameras are fully installed and operational
fi ock safety 2
Flock Safety Team
frock safety
Your Project Manager is your primary contact
during camera installation.
Your project manager will guide you through the
entire installation process, keeping you apprised
of all implementation updates as well as answering
any questions you have during this time. They will
Project Manager ensure that all the cameras are on the ground and
operating for at least 48 hours before transitioning
you to your Customer Success Manager.
The Field Operations team is responsible for the
' physical installation and maintenance of
cameras and associated equipment provided by
Flock. This includes a large team of technicians,
schedulers, and many others involved in
ensuring the delivery of the product.
Field Operations They take the technical plan you finalized with
Team Product Implementation and work closely with
other teams at Flock to make sure that the
cameras are installed quickly and safely and in
a way that maximizes the opportunity to solve
crime at a specific location.
• *Note*: For all Installation questions or
concerns, please always direct them to your
Customer Success Manager and not the
technician.
i
i
frock safety 3
Your Customer Success Manager is your strategic
partner for your lifetime as a Flock customer.
While the cameras are getting installed, your CSM
will help get your account set up and get all key
users trained on the system.
Customer Success Post-Camera-Installation, your CSM will be your
Manager go-to for most account-related needs: You should
reach out to them to:
• Set up Account Training
• Understand benefits of features
• Learning best practices for getting relevant
data
• Identifying opportunities to expand the security
network in your area
• Provide feedback on your partnership with
Flock
The Flock Safety Support team is committed to
answering all your day-to-day questions as quickly
as possible. To get in touch with support, simply
email support@flocksafety.com or call
866-901-1781 Mon-Fri 8am-8pm EST.
Support can help you:
Flock Safety • Request camera maintenance
Support • Troubleshoot online platform
• Contract / Billing questions
• Update account information
• Camera Sharing questions
• Quick "How to" questions in your Flock Account
flock safety 4
Electrician/Street If the Flock cameras need to be AC powered, you
Department (customer) are responsible for providing an
electrician to ensure power connectivity
Public Works (LE) To weigh in on the use of public Rights of Way or
property
Department of
Transportation If installation in your area requires permitting
(DOT), City, or
County agencies
PLEASE NOTE: On some occasions, third parties outside of Flock Safety
may be (or need to be) involved in your implementation.
frock safety 5
Implementation Service Briefs: Existing
Infrastructure vs Standard vs Advanced
AdvancedExisting Standard
Infrastructure Install Install Install
Pole None Flock NCHRP 350 /
MASH
Timeline Short Medium Longest
i
Cost Lowest Mid Highest
frock safety 6
Existing Infrastructure Implementation
COST: $150 per camera (one time cost)
Included In Scope:
Once designated locations are approved by the customer, as part of the Existing
Infrastructure Implementation Service Flock will perform the following:
• An in-person site survey to confirm the installation feasibility of a location
(location assessment, solar assessment, visibility review, etc.)
o Cameras need sufficient power. Since a solar panel is required per camera,
it can prevent adequate solar power if two cameras and two solar panels
are on a single pole (blocking visibility). Therefore
if relying on solar power, only one camera can be installed per pole.
• Confirm that a location is safe for work by following State utility locating
procedures.
• Each installation may include the following:
o Installation of camera and solar panel or AC adapter box on a suitable
existing pole
■ Types of existing infrastructure such as existing utility, light, and traffic
signal poles.
■ Pole no higher than 8'-12' (approval at Flock Safety's discretion)
■ Flock will provide and mount an AC adapter unit that a qualified
electrician can connect to AC power following our electrical wiring
requirements. Flock is unable to make any AC connections or
boreholes in any material other than dirt, grass, loose gravel (or other
non-diggable material). Electrical work requiring a licensed electrician
and associated costs, not included in the scope.
o Access requiring up to a 14' using an A-frame ladder
o Standard MUTCD traffic control procedures performed by a Flock
technician
• Obtain a business license to operate in the city and state of camera location
flock safety 7
Out Of Scope:
By default, Flock does not include the following as part of the Existing
Infrastructure Implementation Service but can provide a quote for sourcing at
an additional cost:
• Mounting on mast arms (always require bucket truck and traffic control)
• Call 811 'Call-before-you-Dig' system
• Installation of any poles including but not limited to
o Standard, 12' above grade Flock breakaway pole
o NCHRP 350 or MASH approved pole (as may be required for locations in
DOT right of way)
• A Bucket Truck for accessing horizontal/cross-beams and/or height above 14'
• Special equipment rentals for site access
• Site-specific engineered traffic plans
• Third-party provided traffic control
• State or city-specific specialty contractor licenses or unique attachment/
connection requirements
• Custom engineered drawings
• Electrical work requires a licensed electrician.
o Flock will provide and mount an AC adapter that a qualified electrician can
connect to AC power but cannot make any AC connections or boreholes in
any material other than dirt, grass, loose gravel (or other non-diggable
material).
• Concrete cutting
• Private utility search for privately owned items not included in standard 811
procedures (communication, networking, sprinklers, etc.)
• Upgrades to power sources to ready them for Flock power (additional fuses,
switches, breakers, etc.)
• Any fees or costs associated with filing for required city, county, or state
permits
• Licensing or attachment agreements with asset / infrastructure owners
• Utility contracts and billing
• Customer requested relocations (see fee schedule)
frock safety 8
Standard Implementation
COST: $650 per camera (one time cost)
Included In Scope:
Once designated locations are approved by the customer, as part of the
Standard Implementation Service Flock will perform the following:
• An in-person site survey to confirm the installation feasibility of a location
(location assessment, solar assessment, visibility review, etc.)
• Confirm that a location is safe for work by following state utility locating
procedures. Work with local utilities to prevent service interruptions
during the installation
o Engage 811 'Call-before-you-Dig' system to receive legal dig date
o Apply approved markings Coordinate with 811 regarding any necessary
high-risk dig clearances or required vendor meets
• Each installation may include the following:
o Installation of camera and solar panel with standard, 12' above grade
Flock breakaway pole
o Installation of camera and AC adapter that a qualified electrician can connect
to AC power on a suitable existing pole, no higher than 8-12' (approval at
Flock Safety's discretion)
■ Flock will provide and mount an AC adapter that a qualified electrician can
connect to AC power following our electrical wiring requirements. Flock
is unable to make any AC connections or boreholes in any material other
than dirt, grass, loose gravel (or other non-diggable material). Electrical
work requiring a licensed electrician and associated costs, not included in
the scope.
o Access requiring up to a 14' A-frame ladder
o Standard MUTCD traffic control procedures performed by a Flock technician
• Obtain a business license to operate in the City and State of camera location
frock safety 9
Out Of Scope:
By default, Flock does not include the following as part of the Standard
Implementation Service but can provide a quote for sourcing at an additional cost:
• Use and/or mounting to existing infrastructure.
• NCHRP 350 or MASH approved pole (as may be required for locations in DOT
right of way)
• A Bucket Truck for accessing horizontal/cross-beams and/or height above 14'
• Special equipment rentals for site access
• Site-specific engineered traffic plans
• Third-party provided traffic control
• State or city-specific specialty contractor licenses
• Custom engineered drawings
* Electrical work requires a licensed electrician.
o Flock will provide and mount an AC adapter that a qualified electrician can
connect to AC power but cannot make any AC connections or boreholes in
any material other than dirt, grass, loose gravel (or other non-diggable
material).
• Concrete cutting
• Private utility search for privately owned items not included in standard 811
procedures (communication, networking, sprinklers, etc.)
frock safety
• Upgrades to power sources to ready them for Flock power (additional fuses,
switches, breakers, etc.)
• Any fees or costs associated with filing for required city, county, or state
permits
• Licensing or attachment agreements with asset / infrastructure owners
• Utility contracts and billing
• Customer requested relocations (see fee schedule)
frock safety 11
AdvancedImplementation
COST: $1,900 per camera (one time cost)
Included In Scope:
Once Designated Locations are confirmed, as part of the Advanced
Implementation Service, Flock will perform the following:
• An in-person site survey to confirm the installation feasibility of a location
(location assessment, solar assessment, visibility review, etc.)
• Confirm that a location is safe for work by following State utility locating
procedures. Work with local utilities to prevent service interruptions during
the installation
o Engage 811 'Call-before-you-Dig' system to receive legal dig date
o Apply approved markings Coordinate with 811 regarding any necessary
high-risk dig clearances or required vendor meets
• Each installation may include the following:
o Installation of camera and solar panel on a suitable NCHRP 350 or MASH
approved pole.
o Installation of camera and AC adapter that a qualified electrician can
connect to AC power.
■ Flock will provide and mount an AC adapter that a qualified electrician
can connect to AC power following our electrical wiring requirements.
Flock cannot make any AC connections or boreholes in any material
other than dirt, grass, loose gravel (or other non-diggable material).
Electrical work requiring a licensed electrician and associated costs, 10
not included in the scope.
o Access requiring up to a 14' A-frame ladder
o Standard MUTCD traffic control procedures performed by a Flock
technician
• Obtain a business license to operate in the City and State of camera location
frock safety 11
Out Of Scope:
By default, Flock does not include the following as part of the Advanced
Implementation Service but can optionally provide a quote for sourcing
(additional cost):
• Installation on Standard, 12' above grade Flock breakaway pole or existing
infrastructure.
• A Bucket Truck for accessing horizontal/cross-beams and/or height above 14'
• Special equipment rentals for site access
• Site-specific engineered traffic plans
• Third-party provided traffic control
• State or City-specific specialty contractor licenses
• Custom engineered drawings
• Electrical work requires a licensed electrician. Flock will provide and mount an
AC adapter that a qualified electrician can connect to AC power but cannot
make any AC connections or boreholes in any material other than dirt, grass,
loose gravel (or other non-diggable material).
• Concrete cutting
• Private utility search for privately owned items not included in standard 811
procedures (communication, networking, sprinklers, etc.)
• Upgrades to power sources to ready them for Flock power (additional fuses,
switches, breakers, etc.)
• Fees or costs associated with filing for required City, County, or State permits
frock safety 1
Things to Consider When Selecting Locations
Falcon Cameras
• Use Cases
o Flock LPRs are designed to capture images
of rear license plates aimed in the direction
of traffic.
o Flock LPRs are not designed to capture
pedestrians, sidewalks, dumpsters, gates,
other areas of non-vehicle traffic,
intersections.
• Placement
o They capture vehicles driving away from an intersection.
o They cannot point into the middle of an intersection.
o They should be placed after the intersection to prevent
stop and go motion activation or "stop and go" traffic.
• Mounting
o They can be mounted on existing utility, light, traffic signal poles, or 12 foot
Flock poles.*
o They should be mounted one per pole.** If using AC power, they can be
mounted 2 per pole.
• They can be powered with solar panels or direct wire-in AC Power (no
outlets).***
• They will require adequate cellular service using AT&T or T-Mobile to be able to
process & send images.
frock safety 12
*Permitting (or permission from pole owner) may be required to use existing infrastructure or install in specific areas,
depending on local regulations&policies.
**Cameras need sufficient power.Since a solar panel is required per camera,it can prevent adequate solar power if two
cameras and two solar panels are on a single pole(blocking visibility).Therefore if relying on solar power,only one
camera can be installed per pole.
***Flock does not provide Electrical services.Once installed,the agency or community must work with an electrician to
wire the cameras.Electrician services should be completed within two days of installation to prevent the camera from
dying.
flock safety 1
Solar Panels
Solar panels need unobstructed southern-facing /
views.
Pole
If a location requires a "DOT Pole" (i.e., Advanced
Pole, not Flock standard pole), the implementation
cost will be $5,000/camera.
r
,•1 1
� J
frock safety 13
Customer Responsibilities: AC-Powered Cams
If the Flock cameras need to be AC-powered, the customer is responsible for
acquiring an electrician and ensuring they connect the camera to power. See steps
2 and 6 below.
StartedHow to Get r Powered •
ll
flock safety 14
1. Create a Deployment Plan
Work with us to select the best location(s) for Flock Safety cameras
and power sources
2. Acquire an Electric Quote
Contact an electrician to receive a quote to run 120volt AC power to
120v the camera
_..........
3. Sign Flock Safety Agreement
Sign the Flock Safety purchase order to begin the installation of
cameras
E4. Conduct Site Survey
Flock will mark camera locations, locate underground utilities and
mark if present
.................................. .... ... .
.. .... ...........................
ex5. Install Camera
Flock will install the camera and AC power kit at the specified
camera location
................ ... ...... .............................. .............
6. Connect Camera to Power
10 Notify the electrician that the camera is ready for the power
connection installation
. .. ..............................
frock safety 1
Electrician Handout
Electrician Installation Steps :
a
1. Run AC cable and conduit to the box $ ' "
according to NEC Article 300 and any L g + Y
applicable local codes. The gland
accepts 1/2" conduit.
2. Open the box using hinges.
3. Connect AC Mains per wiring diagram
below:
a. Connect AC Neutral wire to the Surge Protector white Neutral wire using the
open position on the lever nut.
b. Connect AC Line wire to the Surge Protector black Line wire using the open
position on the lever nut.
c. Connect AC Ground wire to the Surge Protector green ground wire using the
open position on the lever nut.
4. Verify that both the RED LED is lit on the front of the box
5. Close box and zip tie the box shut with the provided zip tie
6. While still on-site, call Flock, who will remotely verify that power is working
correctly:
Southeast Region - (678) 562-8766
West-Region - (804) 607-9213
Central & NE Region - (470) 868-4027
SURGE PROTECTOR AC=CONVERMA 94V DOW REO PANSL LIQHT CAMETIA
ACA V
MOO
FROAAUGHTPOLE
Bock safety 15
FAQs about AC-Powered Flock Cameras
What voltage is supported?
The AC kit is designed to work with 120VAC Infrastructure by default. A 240VAC
version is available on request.
How much power does this consume?
Peak current draw is 1.5 A at 120VAC. The average power draw is roughly 30W in
high traffic conditions but maybe lower when fewer vehicles are present.
Who is responsible for contracting the electrician?
The customer is responsible for contracting an electrician. We can help answer
questions, but the customer is responsible for identifying and contracting an
electrician.
Who is responsible for maintenance?
Flock will handle all maintenance related to Flock's camera and power equipment.
However, any problems with the electrical supply are the customer's responsibility.
The AC junction box has two lights to indicate the presence of power and make it
easy for quick diagnosis if there is a problem related to the AC power source,
• If the camera indicates to Flock that there is a power supply problem, Flock
will notify the customer and request that the customer verifies the lights on
the AC junction box. If the AC Source light is illuminated, Flock will send a
technician to investigate. If the AC source light is not illuminated, the
customer should check any GFCI's or breakers in the supply circuit or call the
electrician who installed the power supply,
How much does it cost?
Work required to bring AC power to each location will be different, so exact pricing
is unavailable. Primary cost drivers include arrow boards and the distance from the
camera location to the AC power source.
What information do I need to provide my electrician?
The Flock deployment plan and these work instructions should be sufficient to
secure a quote. It will be helpful if you know the location of the existing power
infrastructure before creating the deployment plan.
f�ock safety 16
Can you plug it into my existing power outlet? The Flock AC power adapter does
not use a standard outlet plug but must be directly wired into the power mains.
While using outlet plugs may be convenient, they can easily be unplugged,
presenting a tampering risk to this critical safety infrastructure.
The electrician can route power directly to the camera with a direct wire-in
connection if an outlet is close to the camera.
How long does this process typically take?
The installation process typically takes 6-8 weeks. To accelerate the process, be
sure to have the electrician perform his work shortly after the Flock technician
finishes installing the camera.
What kind of electrician should I look for?
Any licensed electrician should perform this work, though we have found that those
who advertise working with landscape lighting are most suited for this work.
What happens if the electrician damages the equipment?
The customer is responsible for contracting the electrician. Any liability associated
with this work would be assumed by the customer. If any future work is required at
this site due to the electrical infrastructure or the work performed by the electrician
would be the responsibility of the customer.
When should the electrician perform his work?
Once Flock installs the camera, you will receive an email alert letting you know that
this has been completed. After this, you will need to schedule the electrician to
route power to the pole.
What if my electrician has questions about Flock's AC Kit?
You should share the AC-Power Kit Details packet vvith the electrician if they have
questions.
What if the AC power is on a timer?
Sometimes the AC power will be on a timer (like used for exterior lighting). Flock
requires that the AC power provided to the camera be constant. The source that the
electrician uses must not be on a timing circuit.
flock safety 1 17
Installation Service Brief Summary
Below outlines the statement of work for the Flock Camera Installation:
What Is Covered By Flock What Is NOT - - . By Flock Special Note
Flock Cameras & Traffic Control And Any
Online Platform Associated Costs
*DOT Approved Pole Cost Electrician
Mounting Poles & Ongoing Electrical Costs
AC Power Kit (As Needed) Engineering Drawings
Solar Panels (As Needed) Relocation Fees Excluding Changes During
Initial Installation
Site Surveys And Call 811 Contractor Licensing Fees
Scheduling
Installation Labor Costs Permit Application Processing Fees
Including, But Not Limited
Customer Support/ Training Specialist Mounting Equipment To, **MASH Poles Or
Adapters
Cellular Data Coverage Bucket Trucks
Maintenance Fees Loss, Theft, Damage To Flock
(Review Fees Sheet For Equipment
More Details)
Data Storage For 30 Days Camera Downtime Due To Only Applicable For
Power Outage AC-Powered Cameras
***Field Technician Maintenance
For Falcon'" Flex
flock safety 18
*If a location requires a"DOT pole" (i.e.,not our standard),the implementation cost will be$5,000/camera;This cost
is applicable for Installations in GA,IL, SC, TN,and CA.
**MASH poles: Manual for Assessing Safety Hardware (MASH) presents uniform guidelines for crash testing
permanent and temporary highway safety features and recommends evaluation criteria to assess test results
***if a camera is lost,stolen,or damaged,a replacement device can be purchased at a discounted price of$800
Permitting: Pre-install Questionnaire
1. Timeline
• In Flock Safety's experience, in-depth permitting requirements can add 2+
months to the installation timeline.
The SLA for permit document submission is within 15 days from contract
signature date (contract Closed-Won)
2. Right of Way
• Will any Flock Safety cameras be installed on the city, state, or power
company-owned poles or in the city, county, or state Right of Way (RoW)?
n What is the RoW buffer?
o Will additional permits or written permission be required from third-party
entities (such as DOT, power companies, public works, etc.)?
• Will any cameras be installed on city-owned traffic signal poles (vertical
mass)?
o If yes, please provide heights/photos to determine if a bucket truck is
needed for the installation.
■ Note: A bucket truck is required if the height exceeds 15 feet tall.
3. AC Rower vs.Solar
• If AC powered, is there a 120V power source available, and is there access to
an electrician who can connect the existing wire to the Flock Safety powered
installation kit?
• If solar-powered, consider the size of the solar panel and potential to impact
the visibility of DOT signs/signals:
o Single Panel: 21.25" x 14" x 2" (Length x Width x Depth)
o Double Panel: 21.25" x 28" x 2" (LxWxD)
fil'ock safety 1
4. Traffic Control & Installation Methods
• If a bucket truck is required, this typically necessitates an entire lane to be
blocked in the direction of travel. Can you provide a patrol car escort, or will
full traffic control be required?*
PLEASE NOTE: If traffic control is required, you may incur additional costs
due to city/state requirements; Fees will be determined by quotes received
19
frock safety 1
• If full traffic control is required (cones, arrow boards, etc.):
o Will standard plans suffice, or are custom plans needed? Custom plans
can double the cost, while standard plans can be pulled from the Manual
of Uniform Traffic Control Devices (MUTCD).
o Will a non-sealed copy of the traffic plan suffice? Or does the traffic plan
need to be sealed and/or submitted by a professional engineer?
o Are there state-specific special versions/variances that must be followed?
• if a bucket truck is not required, the shoulder or sidewalk should suffice and
enable Flock Safety to proceed without traffic control systems in place.
o Note: In some states (i.e., arrow boards), sidewalks may require signage. If
signage is mandatory, Will your Public Works department be able to
assist?
5. Paperwork& Required Forms
• Flock Safety will need copies of paperwork to complete before proceeding
(ex., business license applications, encroachment permit applications). We
can save critical time by gathering these documents upfront. We appreciate
your assistance in procuring these.
6. Contacts
• If Flock Safety needs to interface directly with the departments, please share
the contact information of the following departments:
o Permitting
a Public Works
Q Traffic Department
flock safety 120
*Fee Schedule
After a deployment plan with Designated Locations and equipment has been agreed
upon by both Flock and the Customer, any subsequent changes to the deployment
plan ("Reinstalls") driven by a Customer's request will incur a fee per the table below.
What Services Incur Fees:
• Requested relocations post-approval by customer
• Relocations due to poor performance will be the responsibility of Flock
o If a customer requests a location against the advisement of Flock,
performance issues and any requested relocations will be the responsibility of
the customer.
• Per the contract and absent a defect, in the event that Flock Hardware is lost,
stolen, or damaged, Customer may request that Flock replace the Flock
Hardware at a fee according to the then-current Reinstall policy
https://www.flocksafety.com/reinstaI I-fee-schedule
• Misc billables for out of scope items for each implementation
frock safety 21
Incurred Fees:
• Camera relocation
o Existing infrastructure (non-AC powered)......... ............................................... $350
o Flock pole (non-AC powered)............................................................................... $750
o Advanced pole (non-AC powered)............ ........ $5000
• Replacements
o Camera only as a result of vandalism, theft, or damage .............................. $800
a Pole replacement only as a result of vandalism, theft, or damage
Flockpole ........................................................................................................... $500
mAdvanced pole ................................................................—............................. $5 000
o Full replacement as a result of vandalism, theft, or damage
o n Flock pole, camera, and solar (non-AC Powered)................................... $1300
■ Advanced pole, camera, and solar (non-AC Powered)............. ............ $5800
• Trip charge ..................................................................................................................... $ 50
o Examples:
■ Angle adjustment (elective)
■ Install additional Flock signage
All fees are per reinstall or required visit (in the case that a reinstall is attempted but
not completed) and include labor and materials. If you have any questions, please
email support@flocksafet_y.com.
flock safety 122
Help Center
Our Help Center is filled with many resources to help you navigate through the
online platform. Below you will find some common questions and their relevant help
article:
How do I search camera footage?
How do I add a user?
How do I add a vehicle to my own Hot List?
How do I enable browser notifications for Hot List alerts?
How do I get text alerts for Hot List?
How do I request camera access from other nearby agencies?
How do I use the National Lookup to search for a plate?
(National Lookup - network of law enforcement agencies that have opted to allow their
network of Flock cameras to be used for searches)
How do I reset my / another user's password?
Customer Support
You can reach our customer support team anytime by emailing
support@flocksafety.com. They can help answer any "How-To" questions you
may have.
flock safety 2
�LC14S tZ C�UC i u
�._ CITY CLERK PROCESSING FORM q ��Y Agreements F =_s G B 9 3 CITY p `u+2
4 9 ments/Amendments/ Extensions / Deeds
[!ED]
=* NO
COVID FUNDED?
CONFIDENTIAL?
❑YES � NO ❑YES � NO
TO: CITY CLERK'S OFFICE
FROM: DEPT.: POLICE
PROJECT MANAGER: COMMANDER GIL HERNANDEZ MAIL STOP: M97
---- EXT.: 8275
The following information must be provided
in requesting P►nc=essin of agreements --
g g nts/amendments/extensions/-- deeds
(See page 2 for instructions on how to fill out the this for ) for the City;
NAME OF CONSULTANT/PARTY: FLOCK GROUP, INC.
AGREEMENT NUMBER(if applicable): A / N
A-2025-059
AMENDMENT NUMBER ❑ 1ST El2ND ❑ 3RD ❑4TH
EXTENSION NUMBER ❑ 1ST
(if applicable): El 2ND ❑ 3RD ❑4TH
An amendment/extension requires a copy of a Staff Report and/or initial agreement to be includ
AMOUNT: 0* OVER * ed.
$50,0 El $50,000 *Note: Council approval is required if an agreement with a
AND UNDER vendor exceeds $50,000 within a Fiscal Year for non-
public works agreements.
Bid for contracts exceedin 50 000 will continue to re wire
a formal Invitation fnr '7
■ 1) Approved by council. ❑ 2) NOT approved by council.
COUNCIL APPROVAL DATE: 05/06/2025
ITEM#: 15
TERM OF AGREEMENT EFFECTIVE DATE: 05/06/2025
TERMINATION DATE., 05/05/2028
SIGNATURES REQUIRED: A VENDOR
W AGENCY W CITY ATTORNEY ❑ OTHER
NOTARIZATION REQUIRED ❑ YES
APPROVED INSURANCE: ❑ NO
❑ YES � NO
(INSURANCE APPROVAL REQUIRED BY RISK MGMT.
COMMENTS: INSURANCE TO FOLLOW iee�®R TO S Il�1ut�T r,....
TO CITY CLERIC)
FOR CLERK OFFICE USE ONLY:
❑ Missing Signatures ❑ PROCESS ❑ DO NOT PROCESS
ADDITIONAL REMARKS: ❑ Needs Council Approval ❑ Other
Effective July 6, 2023, City Manager contract authority increased via Ordinance
NS-3041.
1:1AgreementsTormsIForm•AGREEMENT PROCESSING FORM-06-19-2023-FINAL.doe
Revised:06/19/2023
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