CONTRACT 7165 One Page Service AgreementDocusign Envelope ID: 10688B33-B6E2-4949-A5F3-14725466DDBB Agreement No. 7165
S A
Service Agreement
CONTRACTOR: _FIock Group, Inc.
DATE: 1211912024
Below you will find a checklist relating to insurance and other requirements that are required for doing business With; the City of Ei
Segundo, Only those items checked -off are MANDATORY, however if your standard policies exceed the minimum requirements please
include. Commercial general liability insurance must meet or exceed the requirements of ISO -COL form No. CO 20 10 1185 or
equivalent, The amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and
property damage for the policy coverage. Liability policies 01 be endorsed to name the City, Its officials, and employees as,
"additional Insured's" under said Insurance coverage, and to state that such insurance will be deemed "primary" such that any
other insurance that may be carded by the City will be excess thereto. Such Insurance must be on an "occurrence," not a
"claims made," basis and will not be cancelable or subject to redaction except upon thirty (30) days prior written notice to the
City. Please find additional Terms and Conditions on the reverse side of this Services Agreement. This Is not a purchase order or
an authorization to begin work.
COMDrehensive i eneral Liability. Including coverage for premises, products and completed opera(fons, independent contractors,
personal injury and contractual obligations with combined single limits of coverage of at least E.0200_00 per occurrence.
Auto Liability, including owned, non -owned and hired vehicles with at least:
9 1 000 000 per occurrence.
El $100,000 - 300,000 per occurrence.
0 As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
workers' Comoensation Insurance: as required by State Statutes vi -employed with
I jW Waiv ,of Stibrogation (Not needed if Self
no employees: and CONTRACTOR signs statement to this effect.)
Business License: The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall or purchase
said license (at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety I appropriate. Call the
Planning Manager @ (310) 524-2340 if you have questions.
❑ Co
ILf-MIlid pLLute).2. (Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PURCHASE ORDER SONG SENT TO YOU (VIA FAX OR HARD COPY) BY THE PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF
WORK FOR THE CITY.
JLbm" d b com late aIi blanks : COLOR COPY REQUIRED BACK TO THE CITY
Company Name: Flock Group, Inc. By (Print name & title): Mark Smith, General Counsel
Company Street Address: 1170 Howell Mill Rd. Ste 210 Vendor"s Authonzed Signature required: �'Mavtr 5`94&
City, State, Zip: Atlanta, GA 30318 Date signed: 12/19/2024
Phone: 866-9011781 FAX:
Vendor's Email address: support@flocksafety.com Vendoes Web site: www.flocksafety.com
Originator/Department ConlaGt. Ll- McEninel Polies Date initiated: 1211912024
Department Head Approval: Date Approved:
___I Y2/ 2_q
losu ; Approval: DafeAanrmed� n,
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City A ney City Manager City Acle*
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Agreement No. 7165
1.GENERALLY. The materials, supplies, or services (collectively,
"Purchase") covered by this services agreement and purchase order
("order") must be furnished by Seller subject to all the terms and
conditions contained in this order which Seller, in accepting this order,
agrees to be bound by and comply with in all particulars. No other terms
or conditions are binding upon the parties unless subsequently agreed to
in writing. Written acceptance or shipment of all or any portion of the
Purchase covered by this order constitutes unqualified acceptance of all
terms and conditions in this order. The terms of any proposal referred to
in this order are included and made a part of the order only to the extent
it specified the Purchase ordered, the price, and the delivery, and then
only to the extent that such terms are consistent with the terms and
conditions of this order. The Parties agree that the Master Services
Agreement attached hereto supersedes all contemporaneous
negotiations, understandings, representations and agreements between
the Parties including this Agreement. To the extent of any inconsistency
or conflict between the Master Services Agreement, on one hand, and
this Agreement, on the other, the Master Services Agreement shall
control.
2.INSPECTION. The Purchase furnished must be exactly as specified in
this order, free from all defects in Seller's performance to the extent
commercially feasible, design, workmanship, and materials, and, except
as otherwise provided, is subject to inspection and test by City at all
times and places. If, before final acceptance, any Purchase is found to
be incomplete, or not as specified, City may reject it, require Seller to
correct it without charge, or require delivery of such Purchase at a
reduction in price that is equitable under the circumstances. If seller is
unable or refuses to correct such items within a time deemed reasonable
by City, City may terminate the order in whole or in part. Seller bears all
risks as to rejected Purchases and, in addition to any costs for which
Seller may become liable to City under other provisions of this order,
must reimburse City for all transportation costs, other related costs
incurred, or payments to Seller in accordance with the terms of this order
for unaccepted Purchases. Notwithstanding City's acceptance of any
Purchase, Seller is liable for latent defects, fraud, or such gross mistakes
as constitute fraud.
3.CHANGES. City may make changes within the general scope of this
order in drawings and specifications for specially manufactured supplies,
place of delivery, method of shipment or packing of the order if mutually
agreed upon by the Parties. If such changes affect the cost of or the
time required for performance of this order, an equitable adjustment in
the price or delivery or both must be made. No change by Seller is
allowed without City's written approval. Any claim by Seller for an
adjustment under this section must be made in writing within thirty (30)
days from the date of receipt by Seller of notification of such change
unless City waives this condition in writing. Nothing in this section
excuses Seller from proceeding with performance of the order as
changed.
4. TERMINATION. The Parties may terminate the Agreement in
accordance with the section 7.2 under the Master Services Agreement.
5.TERM 1 TIME EXTENSION. This Agreement's term is set forth in
section 7.1 under the Master Services Agreement.
6.REMEDIES CUMULATIVE. City's rights and remedies under this order
are not exclusive and are in addition to any legal rights and remedies.
7.TITLE. Title to materials and supplies purchased under this order
pass directly from Seller to City upon City's written acceptance following
an actual inspection and City's opportunity to reject.
8. PAYMENT. City will pay Seller in accordance with section 6 of
the Master Services Agreement.
9. INDEMNIFICATION. Seller agrees to indemnify and hold
City harmless consistent with section 9.3. under the Master
Services Agreement.
10. WARRANTY. Seller agrees that the Purchase is covered by
the warranty provided in section 8.3 of the Master Services Agreement.
11. ASSIGNMENT. City may assign this order. Except as to
any payment due under this order, Seller may not assign or subcontract
the order without City's written approval, which may not be
unreasonably withheld. Should City give consent, it will not relieve
Seller from any obligations under this order and any transferee or
subcontractor will be considered Sellers agent. Notwithstanding the
foregoing, either Party may assign this Agreement, without the other
Parry's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii)
to any purchaser of all or substantially all of such Parry's assets or
to any successor by way of merger, consolidation or similar transaction.
12. INSURANCE. Seller must provide the insurance indicated on
the face sheet of this Services Agreement.
13. PERMITS. Seller must procure all necessary permits and
licenses, and abide by all federal, state, and local laws, for performing
this order.
14. INDEPENDENT CONTRACTOR. City and Seller agree that
Seller will act as an independent contractor and will have control of all
work and the manner in which is it performed. Seller will be free to
contract for similar service to be performed for other employers
while under contract with City. Seller is not an agent or employee of
City and is not entitled to participate in any pension plan, insurance,
bonus or similar benefits City provides for its employees. Any provision
in this order that may appear to give City the right to direct Seller as to
the details of doing the work or to exercise a measure of control over
the work means that Seller will follow the direction of the City as to
end results of the work only.
15. WAIVER. City's review or acceptance of, or payment for,
work product prepared by Seller under this order will not be
construed to operate as a waiver of any rights City may have under this
Agreement or of any cause of action arising from Seller's performance.
A waiver by City of any breach of any term, covenant, or condition
contained in this order will not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant, or
condition contained in this order, whether of the same or different
character.
16. INTERPRETATION. This Agreement was drafted in, and will
be construed in accordance with the laws of the State of California,
and exclusive venue for any action involving this agreement will be in
Los Angeles County.
17. ARTIFICIAL INTELLIGENCE. [Intentionally Omitted]
18. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. In
accordance with Government Code §16.5, the parties agree that this
Amendment will be considered signed when the signature of a party is
delivered by electronic transmission. Such electronic signature will be
treated in all respects as having the same effect as an original signature.
Seller warrants that its signatory (or signatories, as applicable) to this
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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"). This Agreement is effective on the date of mutual
execution ("Effective Date"). Parties will sign an Order Form ("Order Form") which will describe the Flock Services to be
performed and the period for performance, attached hereto as Exhibit A.
RECITALS
WHEREAS, Flock offers a software and hardware situational awareness solution through Flock's technology
platform that upon detection is capable of capturing audio, video, image, and recording data and provide notifications to
Customer ("Notifications");
WHEREAS, Customer desires access to the Flock Services (defined below) on existing devices, provided by
Customer, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and
receive Notifications, via the Flock Services;
WHEREAS, Customer shall have access to the Footage in Flock Services. Pursuant to Flock's standard Retention
Period (defined below) Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order
Form. Customer shall be responsible for extracting, downloading and archiving Footage from the Flock Services on its own
storage devices; and
WHEREAS, Flock desires to provide Customer the Flock Services and any access thereto, subject to the terms and
conditions of this Agreement, solely for the awareness, prevention, and prosecution of crime, bona fide investigations and
evidence gathering for law enforcement purposes, ("Permitted Purpose").
1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in this Section 1.
1.1 "Agreement' means the order form (to be provided as Exhibit A, "Order Form"), these terms and conditions, and any
document therein incorporated by reference in section 11 A.
1.2 "Anonymized Data" means Customer Data permanently stripped of identifying details and any potential personally
identifiable information, by commercially available standards which irreversibly alters data in such a way that a data subject
(i.e., individual person or entity) can no longer be identified directly or indirectly.
1.3 "Authorized End User(s)" means any individual employees, agents, or contractors of Customer accessing or using the
Services, under the rights granted to Customer pursuant to this Agreement.
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1.4 "Customer Data" means the data, media, and content provided by Customer through the Services. For the avoidance of
doubt, the Customer Data will include the Footage.
1.5. "Customer Hardware" means the third -party camera owned or provided by Customer and any other physical elements
that interact with the Embedded Software and the Web Interface to provide the Services.
1.6 "Effective Date" means the date this Agreement is mutually executed (valid and enforceable) by both Parties.
1.7 "Embedded Software" means the Flock proprietary software and/or firmware integrated with or installed on the Flock
Hardware or Customer Hardware.
1.8 "Flock Hardware" means the Flock device(s), which may include the pole, clamps, solar panel, installation components,
and any other physical elements that interact with the Embedded Software and the Web Interface, to provide the Flock
Services as specifically set forth in the applicable Order Form.
1.9 "Flock IP' means the Services, the Embedded Software, and any intellectual property or proprietary information therein
or otherwise provided to Customer and/or its Authorized End Users. Flock IP does not include Footage (as defined below).
1.10 "Flock Services" means the provision of Flock's software and hardware situational awareness solution, via the Web
Interface, for automatic license plate detection, alerts, audio detection, searching image records, video and sharing
Footage.
1.11 "Footage" means still images, video, audio, and other data captured by the Flock Hardware or Customer Hardware in
the course of and provided via the Flock Services.
1.12 "Installation Services" means the services provided by Flock for installation of Flock Services.
1.13 "Permitted Purpose" means for legitimate public safety and/or business purpose, including but not limited to the
awareness, prevention, and prosecution of crime; investigations; and prevention of commercial harm, to the extent
permitted by law.
1.14 "Retention Period' means the time period that the Customer Data is stored within the cloud storage, as specified in
the applicable Order Form. Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the
Order Form. Customer shall be responsible for extracting, downloading and archiving Footage from the Flock Services on
its own storage devices.
1.15 "Term" means the date, unless otherwise stated in the Order Form, upon which the cameras are validated by both
Parties as operational.
1.16 "Web Interface" means the website(s) or application(s) through which Customer and its Authorized End Users can
access the Services.
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2. SERVICES AND SUPPORT
2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, non -transferable right to access the features
and functions of the Flock Services via the Web Interface during the Term, solely for the Authorized End Users. The
Footage will be available for Authorized End Users to access and download via the Web Interface for the Retention Period.
Authorized End Users will be required to sign up for an account and select a password and username ("User fly'). Customer
shall be responsible for all acts and omissions of Authorized End Users. Customer shall undertake reasonable efforts to
make all Authorized End Users aware of all applicable provisions of this Agreement and shall cause Authorized End Users
to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock
Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless
cellular coverage).
2.2 Embedded Software License. Flock grants Customer a limited, non-exclusive, non -transferable, non-sublicensable
(except to the Authorized End Users), revocable right to use the Embedded Software as it pertains to Flock Services, solely
as necessary for Customer to use the Flock Services.
2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health, in order to improve
performance and functionality. Flock will use commercially reasonable efforts to respond to requests for support within
seventy-two (72) hours. Flock will provide Customer with reasonable technical and on -site support and maintenance
services in -person, via phone or by email at support@flocksafety.com (such services collectively referred to as "Support
Services").
2.4 Updates to Platform. Flock may make any updates to system or platform that it deems necessary or useful to (i)
maintain or enhance the quality or delivery of Flock's products or services to its agencies, the competitive strength of, or
market for, Flock's products or services, such platform or system's cost efficiency or performance, or (ii) to comply with
applicable law. Parties understand that such updates are necessary from time to time and will not diminish the quality of the
services or materially change any terms or conditions within this Agreement.
2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock's provision of the Services to Customer or
any Authorized End User is prohibited by applicable law; (b) any third -party services required for Services are interrupted;
(c) if Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of
the Flock IP by a third party; or (e) scheduled or emergency maintenance ("Service Interruption"). Flock will make
commercially reasonable efforts to provide written notice of any Service Interruption to Customer, to provide updates, and to
resume providing access to Flock Services as soon as reasonably possible after the event giving rise to the Service
Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or
any other consequences that Customer or any Authorized End User may incur as a result of a Service Interruption. To the
extent that the Service Interruption is not caused by Customer's direct actions or by the actions of parties associated with
the Customer, the time will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at
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least one full day). For example, in the event of a Service Interruption lasting five (5) continuous days, Customer will receive
a credit for five (5) free days at the end of the Term.
2.6 Service Suspension. Flock may temporarily suspend Customer's and any Authorized End User's access to any portion
or all of the Flock IP or Flock Service if (a) there is a threat or attack on any of the Flock IP by Customer; (b) Customer's or
any Authorized End User's use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or
vendor of Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d)
Customer has violated any term of this provision, including, but not limited to, utilizing Flock Services for anything other than
the Permitted Purpose; or (e) any unauthorized access to Flock Services through Customer's account ("Service
Suspension"). Customer shall not be entitled to any remedy for the Service Suspension period, including any
reimbursement, tolling, or credit. If the Service Suspension was not caused by Customer, the Term will be tolled by the
duration of the Service Suspension.
2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other hazardous conditions,
including, without limit, asbestos, lead, or toxic or flammable substances. In the event any such hazardous materials are
discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right
to cease work immediately.
3. CUSTOMER OBLIGATIONS
3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a User ID. Authorized End
Users agree to provide Flock with accurate, complete, and updated registration information. Authorized End Users may not
select as their User ID, a name that they do not have the right to use, or any other name with the intent of impersonation.
Customer and Authorized End Users may not transfer their account to anyone else without prior written permission of Flock.
Authorized End Users shall not share their account username or password information and must protect the security of the
username and password. Unless otherwise stated and defined in this Agreement, Customer shall not designate Authorized
End Users for persons who are not officers, employees, or agents of Customer. Authorized End Users shall only use
Customer -issued email addresses for the creation of their User ID. Customer is responsible for any Authorized End User
activity associated with its account. Customer shall ensure that Customer provides Flock with up-to-date contact information
at all times during the Term of this agreement. Customer shall be responsible for obtaining and maintaining any equipment
and ancillary services needed to connect to, access or otherwise use the Flock Services (e.g., laptops, internet connection,
mobile devices, etc.). Customer shall (at its own expense) provide Flock with reasonable access and use of Customer
facilities and Customer personnel in order to enable Flock to perform Services (such obligations of Customer are collectively
defined as "Customer Obligations'l.
3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer shall use
Flock Services only in compliance with this Agreement and all applicable laws and regulations, including but not limited to
any laws relating to the recording or sharing of data, video, photo, or audio content.
4. DATA USE AND LICENSING
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4.1 Customer Data. As between Flock and Customer, all right, title and interest in the Customer Data, belong to and are
retained solely by Customer. Customer hereby grants to Flock a limited, non-exclusive, royalty -free, irrevocable, worldwide
license to use the Customer Data and perform all acts as may be necessary for Flock to provide the Flock Services to
Customer. Flock does not own and shall not sell Customer Data
4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post, upload, display, publish,
distribute, transmit, broadcast, or otherwise make available, messages, text, illustrations, files, images, graphics, photos,
comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information
or materials produced by Customer ("Customer Generated Data'j. 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 awn and shall not sell Customer Generated Data.
4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer Data and Customer
Generated Data to the extent such anonymization renders the data non -identifiable to create Anonymized Data to use and
perform the Services and related systems and technologies, including the training of machine learning algorithms. Customer
hereby grants Flock a non-exclusive, worldwide, perpetual, royalty -free right to use and distribute such Anonymized Data to
improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock
offerings. Parties understand that the aforementioned license is required for continuity of Services. Flock does not own and
shall not sell Anonymized Data.
5. CONFIDENTIALITY; DISCLOSURES
5.1 Confidentiality. To the extent required by any applicable public records requests, each Party (the "Receiving Party')
understands that the other Party (the "Disclosing Party') has disclosed or may disclose business, technical or financial
information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the
Disclosing Party). Proprietary Information of Flock includes non-public information regarding features, functionality and
performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Flock
or collected by Flock via Flock Services, which includes but is not limited to geolocation information and environmental data
collected by sensors. The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or
unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event
less than commercially reasonable precautions, and (ii) not to use (except in performance of the Services or as otherwise
permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the
foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally
available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (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
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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 or contained within the Flock Services or Flock IP; (vi) use the Flock Services for
anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey,
pledge as security, or otherwise encumber, Customer's rights. There are no implied rights.
5.3 Disclosure of Footage. Subject to and during the Retention Period, Flock may access, use, preserve and/or disclose
the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock
has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to comply with a legal
process, enforce this Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or
emergency situations.
6. PAYMENT OF FEES
6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order Form based on the billing
structure and payment terms as indicated in the Order Form. To the extent the Order Form is silent, Customer shall pay all
invoices net thirty (30) days from the date of receipt. If Customer believes that Flock has billed Customer incorrectly,
Customer must contact Flock no later than thirty (30) days after the closing date on the first invoice in which the error or
problem appeared to receive an adjustment or credit. Customer acknowledges and agrees that a failure to contact Flock
within this period will serve as a waiver of any claim. If any undisputed fee is more than thirty (30) days overdue, Flock may,
without limiting its other rights and remedies, suspend delivery of its service until such undisputed invoice is paid in full.
Flock shall provide at least thirty (30) days' prior written notice to Customer of the payment delinquency before exercising
any suspension right.
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6.2 Notice of Changes to Fees. In the event of any changes to fees, Flock shall provide Customer with sixty (60) days'
notice (email sufficient) prior to the end of the Initial Term or Renewal Term (as applicable). Any such changes to fees shall
only impact subsequent Renewal Terms.
6.3 Taxes. To the extent Customer is not a tax exempt entity, Customer is responsible for all taxes, levies, or duties,
excluding only taxes based on Flock's net income, imposed by taxing authorities associated with the order. If Flock has the
legal obligation to pay or collect taxes, including amount subsequently assessed by a taxing authority, for which Customer is
responsible, the appropriate amount shall be invoice to and paid by Customer unless Customer provides Flock a legally
sufficient tax exemption certificate and Flock shall not charge Customer any taxes from which it is exempt. If any deduction
or withholding is required by law, Customer shall notify Flock and shall pay Flock any additional amounts necessary to
ensure that the net amount that Flock receives, after any deduction and withholding, equals the amount Flock would have
received if no deduction or withholding had been required.
7. TERM AND TERMINATION
7.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order Form (the "Term"). Unless
otherwise indicated on the Order Form, the Term shall commence upon first installation of Flock Hardware, as applicable.
Following the Term, unless otherwise indicated on the Order Form, this Agreement will automatically renew for successive
renewal terms of the greater of one year or the length set forth on the Order Form (each, a "Renewal Term") unless either
Party gives the other Party notice of non -renewal at least thirty (30) days prior to the end of the then -current term.
7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any applicable Flock Hardware at a
commercially reasonable time period. In the event of any material breach of this Agreement, the non -breaching Party may
terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party;
provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration
of such thirty (30) day period ("Cure Period'). Either Party may terminate this Agreement (i) upon the institution by or
against the other Party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other Party's making an
assignment for the benefit of creditors, or (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, 11.1 and 11.6.
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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 (htt s,N .flocksafet .coma/reinstall-fee-schedul ). In the
event that Customer chooses not to replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees
that Flock is not liable for any resulting impact to Flock service, nor shall Customer receive a refund for the lost, damaged,
or stolen Flock Hardware.
8.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a
manner which 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 PARTICULAR PURPOSE. THIS
DISCLAIMER ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN
SECTION 11.6.
8.5 Insurance. Flock will maintain commercial general liability policies as stated in Exhibit B.
8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond
their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts,
pandemics (including the spread of variants), issues of national security, acts or omissions of third -party technology
providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies,
financial institution crisis, weather conditions or acts of hackers, internet service providers or any other third party acts or
omissions.
9. LIMITATION OF LIABILITY; INDEMNITY
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9.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK, ITS OFFICERS,
AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE
WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED
THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY:
(A) FOR LOSS OF REVENUE, BUSINESS OR BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR
INACCURATE DATA; (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D)
FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (E) FOR ANY MATTER
BEYOND FLOCK'S ACTUAL KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY
OR INABILITY TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS
ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO FLOCK
FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION
THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT
ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN SECTION 11.6. NOTWITHSTANDING
ANYTHING TO THE CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY (1) IN THE EVENT
OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (11) INDEMNIFICATION OBLIGATIONS.
9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of
its own employees, officers, or agents, in connection with the performance of their official duties under this Agreement. Each
Party to this Agreement shall be liable for the torts of its own officers, agents, or employees.
9.3 Flock Indemnity. Flock shall indemnify and hold harmless Customer, its agents and employees, from liability of any
kind, including claims, costs (including defense) and expenses, on account of: (i) any copyrighted material, patented or
unpatented invention, articles, device or appliance manufactured or used in the performance of this Agreement; or (ii) any
damage or injury to property or person directly caused by Flock's installation of Flock Hardware, except for where such
damage or injury was caused solely by the negligence of the Customer or its agents, officers or employees. Flock's
performance of this indemnity obligation shall not exceed the fees paid and/or payable for the services rendered under this
Agreement in the preceding twelve (12) months.
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 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
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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
(litt s:l/ ,flocksafet .com/reinstail-fe-schedule). Customer will receive prior notice and confirm approval of any such
fees.
10.4 Customer Installation Obligations. Customer is responsible for any applicable supplementary cost as described in
the Customer Implementation Guide, attached hereto as Exhibit C. Customer represents and warrants that it has, or shall
lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the
designated locations and to make any necessary inspections or maintenance in connection with such installation.
10.5 Flock's Obligations. Installation of any Flock Hardware shall be installed in a professional manner within a
commercially reasonable time from the Effective Date of this Agreement. Upon removal of Flock Hardware, Flock shall
restore the location to its original condition, ordinary wear and tear excepted. Flock will continue to monitor the performance
of Flock Hardware for the length of the Term. Flock may use a subcontractor or third party to perform certain obligations
under this Agreement, provided that Flock's use of such subcontractor or third party shall not release Flock from any duty or
liability to fulfill Flock's obligations under this Agreement.
11. MISCELLANEOUS
11.1 Compliance With Laws. Parties shall comply with all applicable local, state and federal laws, regulations, policies and
ordinances and their associated record retention schedules, including responding to any subpoena request(s).
11.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or
eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party, without prior consent.
Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party's consent, (i) to any parent,
subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially all of such Party's assets or to any successor by
way of merger, consolidation or similar transaction.
11.4 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee schedule
(https:,I/www,flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the complete and exclusive statement of
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the mutual understanding of the Parties and supersedes and cancels all previous or contemporaneous negotiations,
discussions or agreements, whether written and oral, communications and other understandings relating to the subject
matter of this Agreement. All waivers and modifications must be in a writing signed by both Parties, except as otherwise
provided herein. None of Customer's purchase orders, authorizations or similar documents will alter the terms of this
Agreement, and any such conflicting terms are expressly rejected. Any mutually agreed upon future purchase order is
subject to these legal terms and does not alter the rights and obligations under this Agreement, except that future purchase
orders may outline additional products, services, quantities and billing terms to be mutually accepted by Parties. In the event
of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement shall prevail.
Customer agrees that Customer's purchase is neither contingent upon the delivery of any future functionality or features nor
dependent upon any oral or written comments made by Flock with respect to future functionality or feature.
11.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and
Parties do not have any authority of any kind to bind each other in any respect whatsoever. Flock shall at all times be and
act as an independent contractor to Customer.
11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the state in which the Customer is located.
The Parties hereto agree that venue would be proper in the chosen courts of the State of which the Customer is located.
The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this
Agreement.
11.7 Special Terms. Flock may offer certain special terms which are indicated in the Order Form and will become part of
this Agreement, upon Customer's prior written consent and the mutual execution by -authorized 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. Upon prior written consent, Flock has the right to reference and use Customer's name and disclose the
nature of the Services in business and development and marketing efforts. Nothing contained in this Agreement shall be
construed as conferring on any Party, any right to use the other Party's name as an endorsement of product/service.
11.9 Feedback. If Customer or Authorized End User provides any suggestions, ideas, enhancement requests, feedback,
recommendations or other information relating to the subject matter hereunder, Agency or Authorized End User hereby
assigns to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the
foregoing.
11.10 Export. Customer may not remove or export from the United States or allow the export or re-export of the Flock IP or
anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States
Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United
States or foreign Customer or authority. As defined in Federal Acquisition Regulation ("FAR"), section 2.101, the Services,
the Flock Hardware and Documentation are "commercial items" and according to the Department of Defense Federal
Acquisition Regulation ("DFAR") section 252.2277014(a)(1) and are deemed to be "commercial computer software" and
"commercial computer software documentation." Flock is compliant with FAR Section 889 and does not contract or do
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business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication
companies, equipment or services as a substantial or essential component of any system, or as critical technology as part
of any Flock system. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction,
release, performance, display, or disclosure of such commercial software or commercial software documentation by the
U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent
expressly permitted by the terms of this Agreement.
11.11 Headings. The headings are merely for organization and should not be construed as adding meaning to the
Agreement or interpreting the associated sections.
11.12 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the
authority to sign on behalf of and bind the Parties they are representing upon the Effective Date.
11.13 Conflict. In the event there is a conflict between this Agreement and any applicable statement of work, or Customer
purchase order, this Agreement controls unless explicitly stated otherwise.
11.14 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when
received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if
sent for next day delivery by recognized overnight delivery service; and upon receipt to the address listed on the Order
Form (or, if different, below), if sent by certified or registered mail, return receipt requested.
11.15 Non -Appropriation. Notwithstanding any other provision of this Agreement, all obligations of the
Customer under this Agreement which require the expenditure of public funds are conditioned on the
availability of said funds appropriated for that purpose. To the extent applicable, Customer shall have the right
to terminate this Agreement for non appropriation with thirty (30) days written notice without penalty or other
cost.
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Agreement No. 7165
FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: legal@flocksafety.com
ADDRESS:
ATTN:
EMAIL:
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Agreement No. 7165
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
term of this Agreement, shall maintain policies of professional liability (errors and omissions), automobile liability, and
general liability insurance for insurable amounts of not less than the limits listed herein. The insurance policies shall provide
that the policies shall remain in full force during the life of the Agreement. Flock shall procure and shall maintain during the
life of this Agreement Worker's Compensation insurance as required by applicable State law for all Flock employees. For
the avoidance of doubt, all required insurance limits by
Customer can be met through a combination of primary and excess/umbrella coverage.
Types and Amounts Required. Flock shall maintain, at minimum, the following insurance coverage for the duration of this
Agreement:
(i) Commercial General Liability insurance written on an occurrence basis with minimum limits of One Million Dollars
($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury, death, and property
damage, including personal injury, contractual liability, independent contractors, broad -form property damage, and product
and completed operations coverage;
(ii) Umbrella or Excess Liability insurance written on an occurrence basis with minimum limits of Ten Million Dollars
($10,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate;
(iii) Professional Liability/Errors and Omissions insurance with minimum 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).
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Agreement No. 7165
0 0i c k s a f e t 1%*q
ORDER FORM
This order form ("Order Form") hereby incorporates and includes the terms of the previously executed agreement (the "Terms") which describe and
set forth the general legal terms governing the relationship (collectively, the "Agreement" ). The Terms contain, among other things, warranty
disclaimers, liability limitations and use limitations.
This additional services Agreement will be effective when this Order Form is executed by both Parties (the "Effective Date")
Customer: CA - El Segundo PD
Legal Entity Name: CA - El Segundo PD
Accounts Payable Email: jsolano@elsegtindo.org
Address: 348 Main St El Segundo, California 90245
Hardware and Software Products
Annual recurring amounts over subscription term
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
Flock Safety DFR 2.0 - 200ft Included I Included
Professional Services and One Time Purchases
Subtotal Year 1:
$99,000.00
Annual Recurring Subtotal:
$99,000,00
Discounts:
$102,000.00
Estimated Tax:
$0.00
Contract Total:
$198,000.00
Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This Agreement will automatically renew for successive
renewal terms of the greater of one year or the length set forth on the Order Form (each, a "Renewal Term') unless either Parh• gives the other Party
notice ofnon-renewal at least thirty (30) days prior to the end of the then -current term.
Special Terms:
• The term shall commence on the date that the first flight occurs after training has been completed
Billing Schedule
ent No. 7165
Year 1
At Contract Signing $99,000.00
Annual Recurring after Year 1 $99,000.00
Contract Total $198,000.00
not included
Discounts
Agreement No. 7165
Product and Services
Drone as First Responder (DFR) 2.0 system, including hardware, software, and services. Hardware includes drone camera, batteries, battery -
swapping dock, 200ft ceiling with ADS-B. Software includes remote piloting, as traffic awareness, spectator view, mobile app, and community
Flock Safety DFR 2.0 - 200ft engagement dashboard. Services include FAA regulatory services, SOP development training, and ongoing support
PRODUCT ADDENDUM Agreement No. 7165
UNMANNED AIR SUPPORT AS A SERVICE (UASaaS) PROGRAM
FOR DRONE RESPONSE SERVICES
WHEREAS, Customer has determined that it is in the interests of public safety for it to have the ability to
utilize unmanned drones during crisis incidents, public emergencies, and in certain public safety operations, to the
extent permitted by law;
WHEREAS, Flock is in the business of providing unmanned drone services (the unmanned drone services
shall be considered part of the "Flock Services") and Flock Hardware;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Customer and Flock agree as follows:
1. UNMANNED AIR SUPPORT GENERAL TERMS OF DELIVERY
1.1 Flock Scry cgs and. I-La'rdware. Flock shall provide access to Customer the Flock Services
and related Flock Hardware (the "Flock Hardware") listed on the Order Form upon the terms and conditions set forth
in the Agreement. Flock maintains ownership of all the Flock Hardware. Each year, as specified in the Order Form, the
Customer will be provided with a designated number of batteries. Customer may place an order for additional Flock
Hardware (e.g., batteries prior to 500 complete charging cycles, hardware damaged due to Customer's error, additional
spares, etc.) at Flock's then current list price, which will be made available to Customer upon request.
1.2 FAA Re, �atgly . aivers. Flock will assist Customer in acquiring any required Federal
Aviation Administration ("FAA") regulatory waivers.
1.3ti i t '. Flock shall make the Flock Hardware available to Customer at Customer's delivery address set forth
in the Order Form ("Delivery Point"). If for any reason Customer fails to accept delivery of the Flock Hardware by the
date fixed pursuant to Flock's notice stating that the Flock Hardware is available at the Delivery Point: (i) Customer
shall bear the risk of loss to the Flock Hardware; (ii) the Flock Hardware shall be deemed to have been delivered; and
(iii) Flock, at its option, may store the Flock Hardware until collected by Customer, whereupon Customer shall be liable
for all related costs and expenses (including, without limitation, storage and insurance). Once the Flock Hardware is
made available as the Delivery Point, Customer is responsible for any resulting use of the Flock Hardware by all
Authorized Users and all third -parties who may gain access to the same.
1.4 Pilot Sery+ice, s. Upon Customer's request, Flock will make available an employee or independent contractor
pilot (each a "Pilot") to Customer for purposes of operating the Flock Hardware (hereafter the "Pilot Services") at the
pricing set forth in the Order Form. The Pilot Services shall be considered part of the Flock Services. When operating
the Flock Hardware, the Pilot shall comply with the reasonable requests of Customer. Such Pilot Services may be used
for up to forty (40) hours per week during the Term. Customer's use of the Pilot Services shall not alleviate any of
Customer's obligations set forth herein. Customer shall provide Pilots with a safe working environment when on
Customer's premises.
2. LOSS AND DAMAGE OF FLOCK HARDWARE
2.1 Customer assumes and shall bear the entire risk of loss, damage to, theft or destruction of,
all Flock Hardware. LOSS OR DAMAGE TO THE FLOCK HARDWARE, OR ANY PART OF IT, SHALL NOT
RELIEVE CUSTOMER OF ANY OBLIGATION UNDER THE AGREEMENT. Customer's obligations with respect
to this Section shall commence upon delivery of the Flock Hardware.
Agreement No. 7165
2.2 Customer agrees to immediately notify Flock of any accident or event of loss or damage
involving the Flock Hardware. The notification shall include any information as may be pertinent to Flock's
investigation of such accident, loss, or damage, or which Flock may reasonably require.
3. FEES. The Order Form dictates the Flock Hardware, software, personnel, and Flock Services and
the entire Flock Services corresponding fees. Customer shall pay the Fees as described on the Order Form.
4. TERM. The term of this Agreement commences on the Effective Date of this Agreement and
continues until terminated as provided under this Agreement (the "Term"). Each Order Form shall commence and
expire and/or terminate according to the terms set forth in such Order Form. On expiration or termination of the
Agreement, all licenses provided hereunder by Flock shall immediately expire.
5. FLOCK DRONE IP. Customer Data does not include, and Flock Drone IP (defined herein)
expressly includes, any data to the extent processed by, resulting as an output of, or based on the usage of, the Flock
Services, Flock Hardware, including, without limitation, data collected by Flock's radar and radio frequency sensors.
Such Flock Drone IP shall be Flock's Confidential Information. Flock shall own all rights to (i) any data input into
the Flock Services, Flock Hardware by or on behalf of Flock (not including any Customer Data) and (ii) any
aggregated and anonymized data extracted or derived from the Flock Services, or use of the Flock Hardware,
including all aggregated and anonymized usage data, statistical data, transactional data, metadata, market data, flight
logs and flight history, telemetry data and logs, fleet information including drone serial numbers and models,
connected device information including radar data concerning the surrounding airspace, and other aggregated and
anonymized data collected from user data and files (collectively, "Flock Drone IP"). Without limiting the generality
of the foregoing, Flock reserves the right to create and market public indexes, analysis or insights created from such
data. Customer agrees that it will not share, sell, transfer, or make available any data generated by the Flock
Hardware, including all Flock Drone IP to which it may have access, to any third party without the prior express
written consent of Flock
Agreement No. 7165
SCHEDULE A
SERVICES
Flock makes no warranties regarding the efficacy of the training detailed below.
1. AIRWORTHINESS TRAINING
Flock will make commercially reasonable efforts to provide training for the Customer to maintain the airworthiness of
its drones, including compliance -related trainings.
Customer shall be responsible for ensuring that all crew, including pilot in command, visual observer, sensor or payload
operator, or other persons necessary for the safe operation of the flight have the qualifications, experience, licenses,
and certificates required by applicable FAA regulations and that all have the necessary skill required to perform their
duties. After completion of training, Customer will be responsible for maintaining the airworthiness of drones to which
Customer is responsible and the ensuring that the respective operations are in line with all applicable laws and
regulations.
The training will be conducted via both online and in -person methods, as agreed upon by both parties. The frequency
and duration of training will be mutually decided and scheduled to the convenience of the Customer.
2. FLIGHT TRAINING
Flock will assist the Customer in obtaining FAA BVLOS waivers and train the Customer on compliance matters related
to such waivers. Flock will start with one deployment location at a time, and work up to the agreed upon number of
deployment locations for all UAS. As part of the BVLOS process, Flock will provide training materials to the Customer
to certify all employees of the Customers selected as Visual Observers ("VOs") to help aid in BVLOS operations.
Flock will provide training to officers on how to utilize the Flock IP. This will consist of.
0 Showing how to access Flock on their respective internet devices
0 Showing how to view a live stream through the application
+ Showing how to control the drone using the application
o Showing how to report problems if they come across them on the application
The training will be conducted via both online and in -person methods, as agreed upon by both parties. The frequency
and duration of training will be mutually decided and scheduled to the convenience of the Customer.
3. FLOCK HARDWARE TRAINING
There will also be training for the Customer to use the Flock Hardware. This training will consist of-
0
Discussing maintenance list for the drone, and how to maintain airworthiness
0 Teaching how to fly the drone autonomously using the Flock IP
• Teaching how to fly the drone manually using the remote controller
The training will be conducted via both online and in -person methods, as agreed upon by both parties. The frequency
and duration of training will be mutually decided and scheduled to the convenience of the Customer.
Agreement No. 7165
4. DEPLOYMENT SUPPORT
Flock will teach the Customer how to dispatch the Flock Hardware using the software for 911 calls.
Only personnel authorized by Customer may have access to the livestream from the drone. They will also be taught on
how to use Flock's software to view said stream on any internet-connected device.
Authorized personnel may have access to the Flock IP, which can convey the current status of the drone, and how to
tell the drone to conduct additional maneuvers if needed.
All operations must be conducted by a Pilot in Command ("PIC"), who is an FAA -certified pilot. Customer will provide
the PICs needed to sustain this program.
Flock will assist in drafting a Standard Operating Procedure ("SOP") as well as department policies regarding access,
deployments, privacy, and community engagement.
Flock will ensure correct implementation of each Flock station and its included Flock Hardware which may or may not
include the aircraft, on-prem servers, charging dock installations, radars, and more.
SCHEDULE B Agreement No. 7165
SPECIFICATIONS
Customer must abide by the following standards:
QL)eratlonal:
• Per FAA regulations, and without the necessary waiver, a minimum of one pilot is required to operate each
drone.
• Work with Flock to get BVLOS waivers for the city to fully use Flock's product and services.
• Train members of the city to be VOs so that the Customer can have FAA -compliant and safe BVLOS
operations (Flock will provide training material if needed).
• If Customer wants to connect Flock's software to their Computer Aided Dispatch ("CAD") system, Customer
will provide access to said CAD system at no cost to Flock to location information and other pertinent
information about calls -for -service as they are placed.
• Flock will provide their Flock software interface to command the Flock Hardware. Customer must
independently access and store any personal information about calls -for -services other than their location and
the type of response (police, fire, or EMS) they prompted.
Customer shall be responsible to integrate with CAD software to pull location information and call type information
of every call -for -service that the Customer decides the drone should be deployed to, so long as there are no monetary
charges to Flock for said integration.
Agreement No. 7165
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 previously executed agreement.
The Parties have executed this Agreement as of the dates set forth below.
FLOCK GROUP, INC. Customer: CA - El Segundo PD
By: .....,. ..... By
Name: Name:
Title: Title: c7t 4Y
44%
Date: Date: «- ' 1 9
PO Number: