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HomeMy WebLinkAboutPD Automated License Plate ReadersFlock Safety + CA - San Rafael PD Flock Group Inc. 1170 Howell Mill Rd, Suite 210 Atlanta, GA 30318 MAIN CONTACT: Jake Shennan jake.sherman@flocksafety.com 8187467444 frock safety DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D Company Overview At Flock Safety, technology unites law enforcement and the communities they serve to eliminate crime and shape a safer future, together. We created the first public safety operating system to enable neighborhoods, schools, businesses, and law enforcement to work together to collect visual, audio, and situational evidence across an entire city to solve and prevent crime. Our connected platform, comprised of License Plate Recognition (LPR), live video, audio detection, and a suite of integrations (AVL, CAD & more), alerts law enforcement when an incident occurs and turns unbiased data into objective answers that increase case clearance, maximize resources, and reduce crime -- all without compromising transparency or human privacy. Join thousands of agencies reducing crime with Flock Safety's public safety operating system 2000+ 120 1B+ <60%* communities with private- incident alerts / minute 1B+ vehicles detected / <60% local crime reduction public partnerships month in Flock cities *According to a 2019 study conducted by Cobb County Police Department Introduction Layer Intelligence to Solve More Crime The pathway to a safer future looks different for every community. As such, this proposal presents a combination of products that specifically addresses your public safety needs, geographical layout, sworn officer count, and budget. These components make up your custom public safety operating system, a connected device network and software platform designed to transform real-time data into a panoramic view of your jurisdiction and help you zero in on the leads that solve more cases, prevent future crimes, and foster trust in the communities you serve. Software Platform Flock Safety's out -of -box software platform collects and makes sense of visual, audio, and situational evidence across your entire network of devices. 4888-3376-7811 v1 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D Out -of -Box Simplified Search Get a complete view of all activity tied to one vehicle in your network of privately and publicly owned cameras. The user-friendly search experience allows officers to filter hours of footage in seconds based on time, location, and detailed vehicle criteria using patented Vehicle Fingerprint'" technology. Search filters include: • Vehicle make • Body type • Color • License plates o Partial tags o Missing tags o Temporary tags o State recognition • Decals • Bumper stickers • Back racks • Top racks National and Local Sharing Access 1B+ additional plate reads each month without purchasing more cameras. Solve cross -jurisdiction crimes by opting into Flock Safety's sharing networks, including one-to- one, national, and statewide search networks. Users can also receive alerts from several external LPR databases: California SVS FDLE FL Expired Licenses FL Expired Tags FL Sanctioned Drivers FL Sex Offenders Georgia DOR IL SOS Illinois Leads NCIC NCMEC Amber Alert REJIS CCIC FBI Real-time Alerts Receive SMS, email, and in-app notifications for custom Hot Lists, NCIC wanted lists, AMBER alerts, Silver alerts, Vehicle Fingerprint matches, and more. Interactive ESRI Map View your AVL, CAD, traffic, and LPR alerts alongside live on - scene video from a single interactive map for a birdseye view of activity in your jurisdiction. Vehicle Location Analysis Visualize sequential Hot List alerts and the direction of travel to guide officers to find suspect vehicles faster. 4888-3376-7811 v1 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D Cut -of -Box S. • -• Transparency Portal Establish community trust with a public -facing dashboard that shares policies, usage, and public safety outcomes related to your policing technology. Insights Dashboard Access at -a -glance reporting to easily prove RO1, discover crime and traffic patterns and prioritize changes to your public safety strategy by using data to determine the most significant impact. Native MDT Application Download FlockOS to your MDTs to ensure officers never miss a Hot List alert while out on patrol. Hot List Attachments Attach relevant information to Custom Hot List alerts. Give simple, digestible context to Dispatchers and Patrol Officers responding to Hot List alerts so they can act confidently and drive better outcomes. When you create a custom Hot List Alert, add case notes, photos, reports, and other relevant case information. Single Sign On (SSO) Increase your login speed and information security with Okta or Azure Single Sign On (SSO). Quickly access critical information you need to do your job by eliminating the need for password resets and steps in the log -in process. 4888-3376-7811 v1 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D License Plate Recognition The Flock Safety Falcon® LPR camera uses Vehicle Fingerprint— technology to transform hours of footage into actionable evidence, even when a license plate isn't visible, and sends Hot List alerts to law enforcement users when a suspect vehicle is detected. The Falcon has fixed and location -flexible deployment options with 30% more accurate reads than leading LPR.* *Results from the 2019 side -by -side comparison test conducted by LA County Sheriff's Department FW +Sated' F8kW6LPR Camera Flock Safety Fah on,' LR Fixed, infrastructure -free LPR camera Location -flexible LPR camera designed Long-range, high-speed LPR camera designed for permanent placement. for fast, easy self -installation, which is that captures license plates and Vehicle ideal for your ever -changing Fingerprint data for increasing investigative needs. investigative leads on high -volume V 1 Standard LPR Camera roadways like highways and interstates. 1 LPR Camera V Unlimited LTE data service + Flock OS V 1 Long -Rage LPR Camera platform licenses d Unlimited LTE data service +software licenses d Computing device in protective poly V 1 DOT breakaway pole V 1 portable mount with varying -sized case Dual solar panels band clamps -4 AC Power V Permitting, installation, and ongoing -4 1 Charger for internal battery V Permitting, installation, and ongoing maintenance maintenance � 1 hardshell carrying case 4888-3376-7811 v1 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D Your Flock Safety Team Flock Safety is more than a technology vendor; we are a partner in your mission to build a safer future. We work with thousands of law enforcement agencies across the US to build stronger, safer communities that celebrate the hard work of those who serve and protect. We don't disappear after contracts are signed; we pride ourselves on becoming an extension of your hard-working team as part of our subscription service. Implementation Meet with a Solutions Consultant (former LEO) to build a deployment plan based on your needs. Our Permitting Team and Installation Technicians will work to get your device network approved, installed, and activated. User Training + Support Your designated Customer Success Manager will help train your power users and ensure you maximize the platform, while our customer support team will assist with needs as they arise. Maintenance We proactively monitor the health of your device network. If we detect that a device is offline, a full-time technician will service your device for no extra charge. Note: Ongoing maintenance does not apply to Falcon Flex devices. Public Relations Government Affairs Get support educating your stakeholders, including city councils and other governing bodies. Media Relations Share crimes solved in the local media with the help of our Public Relations team. 4888-3376-7811 v1 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D f ioock safety Customer: CA - San Rafael PD Legal Entity Name: CA - San Rafael PD Accounts Payable Email: 475@srpd.org Address: 1375 5th Ave San Rafael, California 94901 Hardware and Software Products Annual recurring amounts over subscription term F7uck *safety Platform Flock Safety Flock OS FlockOS Tm Flock Safety LPR Products Flock Safety Falcon tW Flock Safety Falcon tW Flex Professional Services and One Time Purchases Flock Safety Professional Services Professional Services - Standard Implementation Fee Professional Services - Existing Infrastructure Implementation Fee EXHIBIT A ORDER FORM Initial Term: 24 Months Renewal Term: 24 Months Payment Terms: Net 30 Billing Frequency: Annual Plan - First Year Invoiced at Signing. Retention Period: 30 Days Included I Included Included 18 Included Included 1 Included $650.00 1 $650.00 $150.00 17 $2,550.00 Subtotal Year 1: $60,700.00 Annual Recurring Subtotal: S57,500.00 Estimated Tax: $0.00 Contract Total: Sl 18,200.00 Taxes shown above are provided as an estimate. Actual taxes are the responsibility oJ'the Customer. This Agreement will automatically renew jbr successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a "Renewal Term') unless either Parh, gives the other Party notice ofnon-renewal at least thirty (30) days prior to the end ofthe then -current term. Special terms: • N/A 4888-3376-7811 v1 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D Billing Schedule ,iBilling Schedule Amount I Year 1 At Contract Signing $60,700.00 Annual Recurring after Year 1 $57,500.00 (Contract Total $118,200.00 •Tax not included 4888-3376-7811 v1 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D Product and Services Description Flock Safety Platform Items od1 An infrastructure -free license plate reader camera that utilizes Vehicle The Term shall commence upon first installation and validation of Flock Flock Safety Falcon Cad Fingerprint® technology to capture vehicular attributes. Hardware. An infrastructure -free, location -flexible license plate reader camera that The Term shall commence upon execution of this Statement of Work. Flock Safety Falcong Flex enables the Customer to self -install. 1INNELServiceDescription Installation on existing One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with infrastructure the Flock Safety Advanced Implementation Service Brief. 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. Professional Services - One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with Advanced Implementation Fee the Flock Safety Advanced Implementation Service Brief. FlockOS Features & Description Package: Essentials Community Cameras (Full Access) all privately owned Flock devices within your jurisdiction that have been shared with you. Unlimited Users 7A!!o d users for FlockOS State Network (LP Lookup Only) gencies to look up license plates on all cameras opted in to the statewide Flock network. Nationwide Network (LP Lookup Only) gencies to look up license plates on all cameras opted in to the nationwide Flock network. Time & Location Based Search Search full, partial, and temporary plates by time at particular device locations License Plate Lookup Look up specific license plate location history captured on Flock devices Vehicle Fingerprint Search Search footage using Vehicle FingerprintTM technology. Access vehicle type, make, color, license plate state, missing / covered plates, and other unique features like bumper stickers, decals, and roof racks. Flock Insights/Analytics page Reporting tool to help administrators manage their LPR program with device performance data, user and network audits, plate read reports, hot list alert reports, event logs, and outcome reports. Flock Safety's maps are powered by ESRI, which offers die ability for 3D visualization, viewing of floor ESRI Based Map Interface plans, and layering of external GIs data, such as City infrastructure (i.e., public facilities, transit systems, utilities), Boundary mapping (i.e., precincts, county lines, beat maps), and Interior floor plans (i.e, hospitals, corporate campuses, universities) Real -Time NCIC Alerts on Flock ALPR Cameras Alert sent when a vehicle entered into the NCIC crime database passes by a Flock camera Unlimited Custom Hot Lists Ability to add a suspect's license plate to a custom list and get alerted when it passes by a Flock camera Direct Share - Surrounding Jurisdiction (Full Access) Access to all Flock devices owned by law enforcement that have been directly shared with you. Have ability to search by vehicle fingerprint, receive hot list alerts, and view devices on the map. 4888-3376-7811 v1 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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 - San Rafael PD DocuSigned by: DocuSigncd by: ACSC931454C24F3... I T $y, $y. 8 825FAz886F4A Mark Smith Name: Title: General counsel 10/30/2023 Date: cristine Alilovich Name: Title: City Manager 11/5/2023 Date: PO Number: 4888-3376-7811 v1 4 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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, GA 30318 ("Flock") and the entity identified in the signature block ("Customer") (each a "Party," and together, the "Parties") on this the 22 day of June 2023. 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. The Parties agree as follows: 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"). 4888-3376-7811 v1 5 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D AGREEMENT NOW, THEREFORE, Flock and Customer agree that this Agreement, and any Order Form, purchase orders, statements of work, product addenda, or the like, attached hereto as exhibits and incorporated by reference, constitute the complete and exclusive statement of the Agreement of the Parties with respect to the subject matter of this Agreement, and replace and supersede all prior agreements, term sheets, purchase orders, correspondence, oral or written communications and negotiations by and between the Parties. 1. DEFINITIONS Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross- referenced in this Section 1. 1.1 "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. 1.2 "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. 1.3 "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. 1.4. "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. 1.5 "Embedded Software" means the Flock proprietary software and/or firmware integrated with or installed on the Flock Hardware or Customer Hardware. 1.6 "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 product addenda. 4888-3376-7811 v1 6 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 1.7 "Flock JP" 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). 1.8 "Flock Network End User(s)" means any user of the Flock Services that Customer authorizes access to or receives data from, pursuant to the licenses granted herein. 1.9 "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. 1.10 "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. 1.11 "Hodist(s)" means a digital file containing alphanumeric license plate related information pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license plates, vehicles owned or associated with wanted or missing person(s), vehicles suspected of being involved with criminal or terrorist activities, and other legitimate law enforcement purposes. Hothst also includes, but is not limited to, national data (i.e., NCIC) for similar categories, license plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult Alerts, and includes manually entered license plate information associated with crimes that have occurred in any local jurisdiction. 1.12 "Installation Services" means the services provided by Flock for installation of Flock Services. 1.13 "Retention Period" means the time period that the Customer Data is stored within the cloud storage, as specified in the product addenda. 1.14 "Vehicle FingerprinirM" means the unique vehicular attributes captured through Services such as: type, make, color, state registration, missing/covered plates, bumper stickers, decals, roof racks, and bike racks. 1.15 "Web Interface" means the website(s) or application(s) through which Customer and its Authorized End Users can access the Services. 4888-3376-7811 v1 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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 data retention time defined on the Order Form ("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, and any act or omission by an Authorized End User which, including any acts or omissions of authorized End user which would constitute a breach of this agreement if undertaken by Customer. 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). Flock will pass through any warranties that Flock receives from its then third -party service providers to the extent that such warranties can be provided to Agency. 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 support(a)flocksafety.com (such services collectively referred to as "Support Services"). 2.4 Upgrades to Platform. Flock may make any upgrades 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 4888-3376-7811 v1 8 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D applicable law. Parties understand that such upgrades 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 Flock reasonably believe Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance ("Service Interruption"). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to 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, toxic or flammable substances. In 4888-3376-7811 v1 9 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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. Customer shall advise all Authorized End Users that they 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. Customer shall require that Authorized End Users 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. 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 . Customer represents, 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 4888-3376-7811 v1 10 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D all acts as may be necessary for Flock to provide the Flock Services to Customer during the term of this Agreement. 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. Subject to any City policy required pursuant to Civil Code section 1798.90.5 et seq., 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 Parry'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 4888-3376-7811 v1 11 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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 (c) 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 IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on 4888-3376-7811 v1 12 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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 if Flock is compelled by law to do so. 6. PAYMENT OF FEES 6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order Form based on the billing structure and payment terms as indicated in the Order Form. 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. Flock reserves the right to change the fees for subsequent Renewal Terms by providing sixty (60) days' notice (which may be sent by email) prior to the end of the Initial Term or Renewal Term (as applicable). 6.3 Late Fees. If payment is not issued to Flock by the due date of the invoice, an interest penalty of 1.0% of any unpaid amount may be added for each month or fraction thereafter, until final payment is made. 6.4 Taxes. 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 4888-3376-7811 v1 13 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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"). Following the Term, unless otherwise indicated on the Order Form, this Agreement will automatically renew for successive renewal terms of one year (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 (iii) upon the other Party's dissolution or ceasing to do business. In the event of a material breach by Flock, and Flock is unable to cure within the Cure Period, Flock will refund Customer a pro-rata portion of the pre -paid fees for Services not received due to such termination. 7.3 Survival. The following Sections will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 10.1 and 10.6. 4888-3376-7811 v1 14 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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 (https://www. flocksafely.com/reinstall-fee-schedule). In the event that Customer chooses not to replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that (1) Flock Services will be materially affected, and (2) that Flock shall have no liability to Customer regarding such affected Flock Services, 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 minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third -party providers, or because of other causes beyond Flock's reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 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 4888-3376-7811 v1 15 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D PARTICULAR PURPOSE AND NON -INFRINGEMENT. THIS DISCLAIMER ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 10.6. 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 -parry 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 OF CUSTOMER; (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 THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWENTY FOUR (24) 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 4888-3376-7811 v1 16 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D LIMITATION OF LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN SECTION 10.6. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) INDEMNIFICATION OBLIGATIONS IN SECTION 9.3. 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. To the fullest extent permitted by law, and with the exemption of gross negligence or willful misconduct of Customer, Flock shall defend (with legal counsel reasonably acceptable to Customer), indemnify and hold harmless Customer and its officers, elected officials, employees, agents, and volunteers (collectively "Indemnitees") from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of Flock or its subconsultants), expense and liability of every kind, nature and description (including, without limitation, fines, penalties, incidental and consequential damages, reasonable court costs and attorneys' fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith, and costs of investigation, costs incurred related to breach of information security for which notice must be given pursuant to Civil Code section 1798.82 or 1798.29), where the same arise out of, are a consequence of Flock's installation of Flock Hardware or performance under this Agreement. The termination of this Agreement or the completion of Services or the Installation Services contemplated herein shall not release Flock from its obligations under this section, as long as the event giving rise to the claim, damage, injury, expense or liability occurred prior to the effective date of any such termination or completion, and this section shall survive the termination of the Agreement. 10. 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 4888-3376-7811 v1 17 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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 (https://www. flocksafetv.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 Obligations"). 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. 4888-3376-7811 v1 18 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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(littps:!iwww.tlocksafety.coin/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, and that 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 purchase order is subject to these terms. 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 4888-3376-7811 v1 19 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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 proposal and will become part of this Agreement, upon Customer's prior written consent and the mutual execution by authorized representatives ("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. Flock has the right to reference and use Customer's name and trademarks and disclose the nature of the Services in business and development and marketing efforts. 11.9 Feedback. If Agency 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 4888-3376-7811 v1 20 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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. 11.13 Conflict. In the event there is a conflict between this Agreement and any applicable statement of work, or Customer purchase order, this Agreement controls unless explicitly stated otherwise. 11.14 Public Disrepute. In the event Customer or its employees become the subject of an indictment, arrest, public disrepute, contempt, scandal or behaves in a manner that, in the reasonable judgment of Flock, reflects unfavorably upon Flock, and/or their officers or principals, licensees, such act(s) or omission(s) shall constitute a material breach of this Agreement and Flock shall, in addition to any other rights and remedies available to it hereunder, whether at law or in equity, have the right to elect to terminate this Agreement. 11.15 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, if sent by certified or registered mail, return receipt requested. 4888-3376-7811 v1 21 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D FLOCK NOTICES ADDRESS: 1170 HOWELL MILL ROAD, NW SUITE 210 ATLANTA, GA 30318 ATTN: LEGAL DEPARTMENT EMAIL: legal@flocksafety.com Customer NOTICES ADDRESS: ADDRESS: 1375 Fifth Avenue, San Rafael CA 94901 ATTN: Scott Eberle EMAIL: 475@srpd.org 4888-3376-7811 v1 22 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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 "VII". Flock shall obtain and, during the tern 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. 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, at least as broad as Insurance Services Office Form CG 00 01 (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 limits 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 ($1,000,000) 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). Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. (vi) Workers' Compensation: as required by the State of California, with Statutory Limits, and Employers Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4888-3376-7811 v1 23 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D Flock shall furnish the Customer with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this Exhibit. All certificates and endorsements are to be received and approved by the Customer before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Flock's obligation to provide them. The Customer reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. The insurance policies are to contain, or be endorsed to contain, the following provisions: The City of San Rafael, its Council Members, directors, officers, agents and employees shall be named as additional insureds on the CGL and Workers' Compensation policies with respect to liability arising out of work or operations performed by or on behalf of Flock including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Flock's insurance (at least as broad as ISO Form CG 20 10 1185 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). For any claims related to this contract, Flock's insurance coverage shall be primary insurance coverage (at least as broad as ISO CG 20 0104 13) with respect to the Customer, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Customer, its officers, officials, employees, or volunteers shall be excess of the Flock's insurance and shall not contribute with it. Flock hereby grants to Customer a waiver of any right to subrogation which any insurer of Flock may acquire against the City by virtue of the payment of any loss under such insurance. Flock agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Customer has received a waiver of subrogation endorsement from the insurer. Flock shall require the insurer to provide Customer with 30-day prior notice of termination or material change in coverage and ten (10) days prior notice of cancellation for non-payment. 4888-3376-7811 v1 24 Customer Implementation Guide Law Enforcement frock safety DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D Table of Contents Implementation Timeline ._........................... Flock Safety Team........................................................................ 3 Implementation Service briefs: Existing Infrastructure ............. 6 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 Permitting: Pre -Install Questionnaire 1. Timeline 2. Right of Way 3. AC Power vs. Solar 4. Traffic Control & Installation Methods 5. Paperwork & Required Forms 6. Contacts *Fee Schedule Help Center ............................ Customer Support Nam 19 21 22 22 CUSTOMER IMPLEMENTATION GUIDE: LAW ENFORCEMENT fi'ock safety 1 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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 40 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 40 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 0 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 4 40 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 40 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 frock safety 2 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D Flock Safety Team Project Manager Field Operations Team 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 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. • They take the technical plan you finalized with 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. frock safety 3 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D i 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: Flock Safety Support • 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: • Request camera maintenance • Troubleshoot online platform • Contract / Billing questions • Update account information • Camera Sharing questions • Quick "How to" questions in your Flock Account frock safety 4 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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. flock safety 5 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D Implementation Service Briefs: Existing Infrastructure vs Standard vs Advanced / Pole None Flock NCHRP 350MASH Timeline Short Medium Longest Cost Lowest Mid Highest 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 frock safety 6 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D ■ 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 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. flock safety 7 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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) 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 frock safety 8 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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 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.) flock safety 9 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D • 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) 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). frock safety 10 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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 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 11 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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. * 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. fi'ock safety 12 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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. flock safety 13 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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. 1. Create a Deployment Plan �Dy 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 x 4. Conduct Site Survey X Flock will mark camera locations, locate underground utilities and mark if present 5. Install Camera Flock will install the camera and AC power kit at the specified camera location 6. Connect Camera to Power Notify the electrician that the camera is ready for the power connection installation flock safety 14 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D Electrician Handout Electrician Installation Steps 1. Run AC cable and conduit to the box according to NEC Article 300 and any applicable local codes. The gland accepts'/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/DC CONVERTER 24V 80W RED PANEL LIGHT CAMERA L l AC& V. —: 120VAC t V. —{ FROM LIGHT POLE rt G N ACM y. flock safety 15 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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. frock safety 16 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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 with 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. frock safety 17 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D Installation Service Brief Summary Below outlines the statement of work for the Flock Camera Installation: Flock Cameras & I Traffic Control And Any Online Platform Associated Costs Mounting Poles *DOT Approved Pole Cost Electrician & Ongoing Electrical Costs AC Power Kit (As Needed) Engineering Drawings Excluding Changes During Solar Panels (As Needed) Relocation Fees 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 *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 frock safety 18 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D 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)? o 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 Power 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) 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. flock safety 19 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D • 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 o Public Works o Traffic Department frock safety 20 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D *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 httDs://www.flocksafety.com/reinstall-fee-schedule • Misc billables for out of scope items for each implementation Incurred Fees: • Camera relocation o Existing infrastructure (non -AC powered) o Flock pole (non -AC powered) ..... . . . o Advanced pole (non -AC powered) . .... • Replacements o Camera only as a result of vandalism, theft, or damage o Pole replacement only as a result of vandalism, theft, or damage ■ Flock pole ■ Advanced pole o Full replacement as a result of vandalism, theft, or damage o . Flock pole, camera, and solar (non -AC Powered) ■ Advanced pole, camera, and solar (non -AC Powered) $350 $750 $5000 $500 $5000 $1300 $5800 frock safety 21 DocuSign Envelope ID: 2C47FBF9-D603-4FB9-9418-37E938FEF04D • Trip charge . ...... I ... -........... $350 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@flocksafety.com. 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. frock safety 22 CP_RbP CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 08/23/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH RISK & INSURANCE SERVICES NAME, FOUR EMBARCADERO CENTER, SUITE 1100 PHONE FAX _WQ No. Ezt): I WC, No): CALIFORNIA LICENSE NO.0437153 E-MAIL SAN FRANCISCO, CA 94111 ADDRESS: INSURERS AFFORDING COVERAGE NAIC # CN134017657—GAUWE-24-25 INSURERA: Travelers Property Casualty moanyofAmerica 25674 INSURED Flock Group Inc INSURER B : The Charter Oak Fire Insurance Company 25615 DBA Flock Safety INSURER C : Homeland Insurance Company Of New York 34452 1170 Howell Mill Rd NW Atlanta, GA 30318 INSURER D I I INSURER F : I COVFRAGFS CFRTIFICATF NIIMRFR• sGA_nnao,)man-nr RFVI.RinN NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL.SUB POLICY EFF POLICY EXP LIMITS T I POLICY NUMBER MMIDO W MMIDDIVY A X COMMERCIAL GENERAL LIABILITY X X H-630-9W194831-TIL-24 08/23/2024 08/2312025 EACH OCCURRENCE $ 1.000,000 CLAIMS -MADE � OCCUR PREMIS sN occurrence)$ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY a JECT LOC PRODUCTS -COMP/OP AGG $ 2,000,000 $ OTHER: B AUTOMOBILE LIABILITY X X 810-6T343696-TIL-24 08123/2024 08/23/2025 COMBINEDSINGLE LIMIT Ea .cident $ 1,000,000 BODILY INJURY (Per person) $ X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Pere ldenl] $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY A X UMBRELLA LIAB X OCCUR X X CUP-6T386924-TIL-24 08/23/2024 08/23/2025 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000.000 EXCESS LIAR CLAIMS -MADE DIED I X I RETENTION $ 10 OnO $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE = OFFICERIMEMBER EXCLUDED? (Mandatory in NH) NIA X UB-6T346569-TIL-24 01123/2/21 11123/2121 PER OTH- X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE- EA EMPLOYEE $ 1,000.000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Errors & Omissions / Cyber 730000029-0000 08/2312024 08/23/2025 Limit: 5,000,000 SIR: $100,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of insurance. CERTIFICATE HOLDER CANCELLATION Flock Group DBA Flock Safety 1170 Howell Mill Rd NW Atlanta, GA 30318 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN134017657 _ LOC #: San Francisco ACoRO`> ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH RISK & INSURANCE SERVICES Flock Group Inc DBA Flock Safety POLICY NUMBER 1170 Howell Mill Rd NW Atlanta, GA 30318 CARRIER NAIC CODE EFFECTIVE DATE: AL71JI I IUr4AL KtMAKr b THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Carrier will provide notice of cancellation or nonrenewal per below if required by a written contract. Cancellation For Other Than Nonpayment: Number of Days Notice: 30 days Cancellation For Nonpayment: Number of Days Notice:10 days (Nonrenewal): Number of Days Notice:10 days 1WKU lUl (ZUUt3/Ul) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD