HomeMy WebLinkAboutPD Access Rights to Flock ServicesMEMORANDUM OF UNDERSTANDING
This Data Sharing Memorandum of Understanding (hereinafter "MOU") is entered into by and
between Flock Group, Inc. with a place of business at 2588 Winslow Drive, Atlanta, GA 30305
("Flock") and San Rafael Police Department with a place of business at 1400 5th Ave, San
Rafael, California 94901 ("Agency") (each a "Party", and together, the "Parties").
Whereas, Agency desires to access Flock's technology platform and Flock Safety dashboard
(together, the "Flock Service") for investigative purposes, in order to view and search videos
recorded by Flock ("Recordings") which are stored for no longer than thirty (30) days, utilizing
its software for automatic license plate detection;
Whereas, Flock desires to share such videos and supplemental data with Agency pursuant to
the following terms and conditions:
1. Purpose. To allow the Agency to utilize the Flock Services for the following purpose: to gain
awareness with respect to the communities for which they serve to protect and facilitate
investigations (the "Purpose").
2. Access Rights to Flock Services. Subject to the terms and conditions contained in this MOU,
Flock hereby grants to Agency a non-exclusive, non -transferable right to access the features and
functions of the Flock Service during the Term (as defined below), solely for use by Authorized
Users in accordance with the terms and conditions herein. For purposes of this MOU, "Authorized
Users" will mean employees, agents, or officers of Agency accessing or using the Flock Services
for the Purpose. Agency acknowledges and agrees that, as between Agency and Flock, Agency
shall be responsible for all acts and omissions of Authorized Users, and any act or omission by an
Authorized User which would constitute a breach of this MOU, shall be deemed a breach of this
MOU by Agency. Agency shall undertake reasonable efforts to make all Authorized Users aware
of the provisions of this MOU as applicable to such Authorized User's use of the Flock Service,
and shall cause Authorized Users to comply with such provisions.
3. Restrictions on Use. Agency will not, and will not permit any Authorized Users or any third
party to, (i) copy or duplicate any of the Flock Service; (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 Service is compiled or interpreted; (iii) modify, alter, or tamper
with any of the Flock Service, or 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 Service; (v) remove, obscure, or alter any notice of any intellectual property or proprietary
right appearing on or contained within any of the Flock Service; or (vi) assign, sublicense, sell,
resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber,
Agency's rights under Sections 2. Agency may only access Recordings and Flock Service to
perform the Purpose, as described in Section 1. Agency shall not use the Flock Service in any
manner not permitted by appropriate governing Federal and State regulations or laws; Agency
represents and warrants that, in receiving access to Flock Services, such video and supplemental
data shall be used solely for purposes authorized by law and described in this MOU.
4. Ownership. As between the Parties, subject to the rights granted in this MOU, Flock and its
licensors retain all right, title and interest in and to the Flock Service, and its components and any
Recordings or data provided by Flock through the Flock Service, and Agency acknowledges that
it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by
this MOU. 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.
5. Warranty. Flock and its licensors make no express or implied warranty as to the conditions of
the Recordings, or fitness for a particular research, data, investigative purpose or resulting
actions or omissions resulting from videos and supplemental data obtained by Agency through
the use of Flock Services.
6. Financial Implications to Agency. No financial commitment by Agency is required to
access the Flock Services or Recordings.
7. Term; Termination.
A. Term. This MOU will commence once executed by both parties and shall continue for a
period of Five (5) years.
B. Termination. Prior to expiration of the Term, Flock may terminate this MOU for its
convenience, and in its sole discretion, by providing Agency thirty (30) days prior written
notice of termination. Agency may terminate this MOU for its convenience, and in its sole
discretion, by providing Flock ninety (90) days prior written notice of termination. Either party
may terminate this MOU upon written notice if the other party has breached a material term of
this MOU and has not cured such breach within thirty (30) days of receipt of notice from the
non -breaching party specifying the breach. Upon termination of this MOU, Agency will
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immediately cease all use of Flock Services. This MOU is subject to termination without
written notice after expiration of the Term.
8. Indemnification. Each Party to this MOU 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 MOU. Parties shall indemnify and hold harmless
each other against any suits, claims, actions, complaints, or liability of any kind, which relate to
the use of or reliance on Flock Service. For tort liability purposes, no participating Party shall be
considered the agent of the other participating Party. Each Party to this MOU shall be liable (if at
all) only for the torts of its own officers, agents, or employees that occur within the scope of their
official duties. Under no circumstances shall this MOU be interpreted to create a partnership or
agency relationship between the Parties.
9. Limitation of Liability.
A. Limitation on Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL FLOCK, ITS OFFICERS, DIRECTORS,
AGENTS, EMPLOYEES OR REPRESENTATIVES BE LIABLE FOR ANY AMOUNT
GREATER THAN THE FEES PAID TO FLOCK UNDER THIS MOU, OR $100 IN UNITED
STATES CURRENCY, WHICHEVER IS GREATER, WITHOUT REGARD TO WHETHER
SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT
LIABILITY), PRODUCT LIABILITY OR OTHERWISE.
B. Waiver of Consequential Damages. IN NO EVENT SHALL FLOCK OR ITS LICENSORS
OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR
LOSS OF PROFITS, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE,
EVEN IF FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Confidentiality.
A. Obligations. During the performance of services and Agency's use of the Flock Service
under this Agreement it may be necessary for a party to provide the other with certain
information considered to be proprietary or confidential by the disclosing party. The
disclosure of such confidential information shall be subject to the following terms and
conditions.
i. The term "Agency Confidential Information" shall mean any material, data, systems,
procedures and other information of or with respect to Agency that is not be accessible or
known to the general public, including information concerning its hardware, software,
business plans or opportunities, business strategies, finances, employees, and third -party
proprietary or other information that Agency treats as confidential. Flock shall not use,
publish or divulge any Agency Confidential Information except (i) in connection with Flock's
provision of Software and services pursuant to this Agreement, (ii) to Flock's officers,
directors, employees, agents and contractors who need to know such information to enable
Flock to provide Software and services pursuant to this Agreement, or (iii) with the prior
written consent of Agency, which consent Agency may withhold in its sole discretion.
ii. The term "Flock Confidential Information" means any material, data, systems, procedures
and other information of or with respect to Flock that is not accessible to or known to the
general public, including, without limitation, the software, object code, source code, formulae,
algorithms, financial data, clients, employees, software development plans, software support
third -party proprietary or other information that Flock treats as confidential. Agency shall not
use, publish or divulge any Flock Confidential Information except (i) to its employees, agents
and officers who need to know such information to enable Agency to use the Flock Services,
or (ii) with the prior written consent of Flock, which consent Flock may withhold in its sole
discretion.
iii. Each party shall protect the other's confidential information with the same degree of care
normally used to protect its own similar confidential information, but in no event less than that
degree of care that a reasonably prudent business person would use to protect such
information. The obligations of each party to protect confidential information received from the
other party shall not apply to information that is publicly known or becomes publicly known
through no act or failure to act on the part of the recipient. All provisions of this MOU
concerning the Confidentiality section herein, shall survive any termination of this MOU.
B. Exclusions. Confidential Information shall not include any information that is (i) already
known to the receiving party at the time of the disclosure; (ii) publicly known at the time of the
disclosure or becomes publicly known through no wrongful act or failure of the receiving party;
(iii) subsequently disclosed to the receiving party on a non -confidential basis by a third -party
not having a confidential relationship with the other party hereto that rightfully acquired such
information; or (iv) communicated to a third party by the receiving party with the express
written consent of the other party hereto. A disclosure of Confidential Information that is legally
compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or
governmental process or the Freedom of Information Act shall not be considered a breach
of this MOU; provided the receiving party provides prompt notice of any such subpoena,
order, or the like to the other party so that such party will have the opportunity to obtain a
protective order or otherwise oppose the disclosure.
11. Entire Agreement. This MOU is complete and contains the entire understanding between
the Parties relating to the sharing of Recordings and Confidential Data by and between Flock
and Agency. This MOU supersedes any and all other agreements between the Parties. This
Agreement is non -assignable by both Parties.
12. Severability. Nothing is this MOU is intended to conflict with or violate State or Federal
laws, regulations, policies, etc. If a term or provision of this MOU is inconsistent with a law or
authority, then that term or provision shall be invalid, but the remaining terms and provisions
shall remain in full force and effect. If any provision of this MOU is found to be unenforceable,
unlawful, or void, the provision shall be deemed severable from the MOU and shall not affect
the validity of the remaining provisions.
13. Miscellaneous. All notices, requests, demands, or other communications required or
permitted to be given hereunder must be in writing and must be addressed to the parties at their
respective addresses set forth below and shall be deemed to have been duly given when (a)
delivered in person; (b) sent by facsimile transmission To the facsimile number below and
indicating receipt at the facsimile number where sent; (c) one (1) business day after being
deposited with a reputable overnight air courier service; or (d) three (3) business days after being
deposited with the United States Postal Service, for delivery by certified or registered mail,
postage pre -paid and return receipt requested. This MOU shall be governed by the laws of the
state in which the Agency is located, excluding its conflict of laws rules. The parties agree that the
United Nations Convention for the International Sale of Goods is excluded in its entirety from this
MOU.
IN WITNESS WHEREOF, Flock and the Agency have caused this MOU to be signed on the
date set forth below and be effective on the last date specified below.
FLOCK GROUP, INC.
Doc uSigned by:
By: 07432021G628e67.
Alex Latraverse
Name:
Chief Revenue officer
Title:
2/1/2022
Date:
San Rafael Police Department
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CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: Police
Project Manager: Glenn McElderry Extension: 5301
Contractor Name: Flock Group Inc.
Contractor's Contact: John Anderson Contact's Email: john.anderson@flocksafety.com
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step RESPONSIBLE
DEPARTMENT
DESCRIPTION
1
Project Manager
a. Email PINS Introductory Notice to Contractor
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b. Email contract (in Word) and attachments to City
Attorney c/o Laraine.Gittens@cityofsanrafael.org
2
City Attorney a. Review, revise, and comment on draft agreement
and return to Project Manager
b. Confirm insurance requirements, create Job on
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PINS, send PINS insurance notice to contractor
3 Department Director Approval of final agreement form to send to
I contractor
4
Project Manager
Forward three (3) originals of final agreement to
contractor for their signature
5
Project Manager
When necessary, contractor -signed agreement
agendized for City Council approval *
*City Council approval required for Professional Services
Agreements and purchases of goods and services that exceed
$75,000; and for Public Works Contracts that exceed $175,000
Date of City Council approval
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
6
Project Manager
Forward signed original agreements to City
Attorney with printed copy of this routing form
7
City Attorney
Review and approve hard copy of signed
agreement
8
City Attorney
Review and approve insurance in PINS, and bonds
(for Public Works Contracts)
9
CitylC7 ari�,
Agreement executed by City Council authorized
official
10
City elerk Attest signatures, retains original agreement and
forwards copies to Project Manager
COMPLETED
DATE
REVIEWER
Check/Initial
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