HomeMy WebLinkAboutReso 79-2022 (22-269)FLOCK GROUP INC.
SERVICES AGREEMENT
ORDER FORM
This Order Form together with the Terms (as defined herein) describe the relationship between Flock Group Inc.
(“Flock”) and the customer identified below (“Agency”) (each of Flock and Customer, a ”Party”). This order form
(“Order Form”) hereby incorporates and includes the “GOVERNMENT AGENCY AGREEMENT”
attached (the “Terms”) which describe and set forth the general legal terms governing the relationship
(collectively, the "Agreement" ). The Terms contain, among other things, warranty disclaimers, liability limitations
and use limitations.
The Agreement will become effective when this Order Form is executed by both Parties (the “Effective Date”).
Agency: City of South San Francisco
{r}\
Contact Name: Scott Campbell
Address:
1 Chestnut Avenue
South San Francisco, California 94080
Phone: (650) 87789309
E-Mail: [email protected]
Expected Payment Method:
\FSExpectedPaymentMethod1\
Billing Contact: \Information Technology Department
400 Grand Ave, South San Francisco, CA 94080,
[email protected]
Initial Term: 24 months
Renewal Term: 24 months
Billing Term: Annual payment due Net 30 per terms
and conditions
Name Price QTY Subtotal
Flock Falcon Camera $2,500.00 28.00 $70,000.00
Professional Services - Falcon, Standard
Implementation
$350.00 28.00 $9,800.00
(Includes one-time fees)
Year 1 Total: $79,800.00
Recurring Total: $70,000.00
Total two-year : $147,050.00
I have reviewed and agree to the Customer Implementation Guide on Schedule B at the end of this
agreement.
\FSInitials1\
By executing this Order Form, Agency represents and warrants that it has read and agrees to all of the terms
and conditions contained in the Terms attached. The Parties have executed this Agreement as of the dates set
forth below.
FLOCK GROUP, INC. Agency: City of South San Francisco
By: \FSSignature2\ By: \FSSignature1\
Name: \FSFullname2\ Name: \Mike Futrell
Title: \FSTitle2\ Title: \FSTitle1\City Manager
Date: \FSDateSigned2\ Date: \FSDateSigned1\
Approved As To Form
City Attorney
Attest
City Clerk
GOVERNMENT AGENCY AGREEMENT
This Government Agency Agreement (this “Agreement”) is entered into by and between Flock Group, Inc. with a
place of business at 1170 Howell Mill Rd NW Suite 210, Atlanta, GA 30318 (“Flock”) and the City of South San
Francisco (“Agency”) (each a “Party,” and together, the “Parties”).
RECITALS
WHEREAS, Flock offers a software and hardware solution for automatic license plate detection through Flock’s
technology platform (the “Flock Service”), and upon detection, the Flock Services are capable of capturing audio,
image, and recordings data of suspected vehicles (“Footage”) and can provide notifications to Agency upon the
instructions of Non-Agency End User (“Notifications”);
WHEREAS, Agency desires access to the Flock Service on existing cameras, provided by Agency, or Flock
provided Hardware (as defined below) in order to create, view, search and archive Footage and receive
Notifications, including those from non-Agency users of the Flock Service (where there is an investigative or bona
fide lawful purpose) such as schools, neighborhood homeowners associations, businesses, and individual users;
WHEREAS, Flock deletes all Footage on a rolling thirty (30) day basis, Agency is responsible for extracting,
downloading and archiving Footage from the Flock System on its own storage devices for auditing for
prosecutorial/administrative purposes; and
WHEREAS, Flock desires to provide Agency the Flock Service and any access thereto, subject to the terms and
conditions of this Agreement, solely for the awareness, prevention, and prosecution of crime, bona fide
investigations by police departments, and archiving for evidence gathering (“Purpose”).
AGREEMENT
NOW, THEREFORE, Flock and Agency agree as follows and further agree to incorporate the Recitals into this
Agreement.
1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in this
Section 1.
1.1 "Agency Data” will mean the data, media and content provided by Agency through the Services. For the
avoidance of doubt, the Agency Data will include the Footage.
1.2. “Agency Hardware ” shall mean the third-party camera owned or provided by Agency and any other physical
elements that interact with the Embedded Software and the Web Interface to provide the Services. The term
“Agency Hardware ” excludes the Embedded Software
1.3 “Authorized End User(s)” shall mean any individual employees, agents, or contractors of Agency accessing or
using the Services through the Web Interface, under the rights granted to Agency pursuant to this Agreement.
1.4 “Documentation” will mean text and/or graphical documentation, whether in electronic or printed format, that
describe the features, functions and operation of the Services which are provided by Flock to Agency in accordance
with the terms of this Agreement.
1.5 “Embedded Software” will mean the software and/or firmware embedded or preinstalled on the Agency
Hardware.
1.6 “Flock IP” will mean the Services, the Documentation, the Embedded Software, the Installation Services, and
any and all intellectual property therein or otherwise provided to Agency and/or its Authorized End Users in
connection with the foregoing.
1.7 “Footage” means still images captured by the Agency Hardware in the course of and provided via the Services.
1.8 “Hardware” or “Flock Hardware” shall mean the Flock cameras or device, pole, clamps, solar panel,
installation components, and any other physical elements that interact with the Embedded Software and the Web
Interface to provide the Flock Services. The term “Hardware” excludes the Embedded Software.
1.9 “Implementation Fee(s)” means the monetary fees associated with the Installation Services, as defined in
Section 1.10 below.
1.10 “Installation Services” means the services provided by Flock including any applicable installation of
Embedded Software on Agency Hardware.
1.11 “Non-Agency End User(s)” shall mean any individual, entity, or derivative therefrom, authorized to use the
Services through the Web Interface, under the rights granted to pursuant to the terms (or to those materially similar)
of this Agreement.
1.12 “Services” or “Flock Services” means the provision, via the Web Interface, of Flock’s software application for
automatic license plate detection, searching image records, and sharing Footage.
1.13 “Support Services” shall mean Monitoring Services, as defined in Section 2.9 below.
1.14 “Unit(s)” shall mean the Agency Hardware together with the Embedded Software.
1.15 “Usage Fee” means the subscription fees to be paid by the Agency for ongoing access to Services.
1.16 “Web Interface” means the website(s) or application(s) through which Agency and its Authorized End Users
can access the Services in accordance with the terms of this Agreement.
2. SERVICES AND SUPPORT
2.1 Provision of Access. Subject to the terms of this Agreement, Flock hereby grants to Agency a non-exclusive,
non-transferable right to access the features and functions of the Services via the Web Interface during the Service
Term (as defined in Section 6.1 below), solely for the Authorized End Users. The Footage will be available for
Agency ’s designated administrator, listed on the order form, and any Authorized End Users to access via the Web
Interface for thirty (30) days. Authorized End Users will be required to sign up for an account and select a password
and username (“User ID”). Flock will also provide Agency with the Documentation to be used in accessing and
using the Services. Agency shall be responsible for all acts and omissions of Authorized End Users, and any act or
omission by an Authorized End User which, if undertaken by Agency, would constitute a breach of this Agreement,
shall be deemed a breach of this Agreement by Agency. Agency shall undertake reasonable efforts to make all
Authorized End Users aware of the provisions of this Agreement as applicable to such Authorized End User’s use of
the Services, and shall cause Authorized End Users to comply with such provisions. Flock may use the services of
one or more third parties to deliver any part of the Services, including without limitation using a third party to host
the Web Interface which makes the Services available to Agency and Authorized End Users. Warranties provided by
said third party service providers are the Agency’s sole and exclusive remedy and Flock’s sole and exclusive
liability with regard to such third-party services, including without limitation hosting the web interface. To the
extent practicable, and Agency must provide actual notice, Agency agrees to comply with any acceptable use
policies and other terms of any third-party service provider that are provided or otherwise made available to Agency
from time to time.
2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Agency a limited, non-
exclusive, non-transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the
Embedded Software as installed on the Hardware or Agency Hardware; in each case, solely as necessary for Agency
to use the Services.
2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to Agency a non-
exclusive, non-transferable right and license to use the Documentation during the Service Term to Agency ’s in
connection with its use of the Services as contemplated herein, and under Section 2.4 below.
2.4 Usage Restrictions.
a. Flock IP. The purpose for usage of the Unit, Documentation, Services, support, and Flock IP are solely
to facilitate gathering evidence that could be used in a lawful criminal investigation by the appropriate government
agency and not for tracking activities that the system is not designed to capture (“Permitted Purpose”). Agency will
not, and will not permit any Authorized End Users to, (i) copy or duplicate any of the Flock IP; (ii) decompile,
disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software
component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the
source code of any software included in the Flock IP, or attempt to do any of the foregoing, and Agency
acknowledges that nothing in this Agreement will be construed to grant Agency any right to obtain or use such
source code; (iii) modify, alter, tamper with or repair any of the Flock IP, or create any derivative product from any
of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of Flock; (iv) interfere
or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove,
obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of
the Services or Flock IP; (vi) use the Services, support, Unit, Documentation or the Flock IP for anything other than
the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as
security or otherwise encumber, Agency’s rights under Sections 2.1, 2.2, or 2.3.
b. Flock Hardware. Agency understands that all Flock Hardware is owned exclusively by Flock, and that
title to any Flock Hardware does not pass to Agency upon execution of this Agreement. Agency is not permitted to
remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware.
Notwithstanding the notice and cure period set for in Section 6.3, Agency agrees and understands that in the event
Agency is found to engage in any of the restricted actions of this Section 2.4(b), all warranties herein shall be null
and void, and this Agreement shall be subject to immediate termination (without opportunity to cure) for material
breach by Agency.
2.5 Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement, Flock
and its licensors retain all right, title and interest in and to the Flock IP and its components, and Agency
acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by
this Agreement. Agency further acknowledges that Flock retains the right to use the foregoing for any purpose in
Flock’s sole discretion. There are no implied rights.
2.6 Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily suspend
Agency’s and any Authorized End User’s access to any portion or all of the Flock IP or Flock Hardware if (i) Flock
reasonably determines that (a) there is a threat or attack on any of the Flock IP; (b) Agency ’s or any Authorized End
User’s use of the Flock IP disrupts or poses a security risk to the Flock IP or any other Agency or vendor of Flock;
(c) Agency or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Flock’s
provision of the Services to Agency or any Authorized End User is prohibited by applicable law; (e) any vendor of
Flock has suspended or terminated Flock’s access to or use of any third party services or products required to enable
Agency to access the Flock IP; or (f) Agency has violated any term of this provision, including, but not limited to,
utilizing the Services for anything other than the Permitted Purpose (each such suspension, in accordance with this
Section 2.6, a “Service Suspension”). Flock will make commercially reasonable efforts, circumstances permitting,
to provide written notice of any Service Suspension to Agency (including notices sent to Flock’s registered email
address) and to provide updates regarding resumption of access to the Flock IP following any Service Suspension.
Flock will use commercially reasonable efforts to resume providing access to the Service as soon as reasonably
possible after the event giving rise to the Service Suspension is cured. Flock will have no liability for any damage,
liabilities, losses (including any loss of data or profits) or any other consequences that Agency or any Authorized
End User may incur as a result of a Service Suspension. To the extent that the Service Suspension is not caused by
Agency’s direct actions or by the actions of parties associated with the Agency, the expiration of the Term will be
tolled by the duration of any suspension (for any continuous suspension lasting at least one full day) prorated for the
proportion of cameras on the Agency ’s account that have been impacted.
2.7 Installation Services.
2.7.1 Designated Locations. For installation of Flock Hardware, prior to performing the physical installation of the
Units, Flock shall advise Agency on the location and positioning of the Units for optimal license plate image
capture, as conditions and location allow. Flock may consider input from Agency regarding location, position and
angle of the Units (each Unit location so designated by Agency, a “Designated Location”). Flock shall have final
discretion on location of Units. Flock shall have no liability to Agency resulting from any poor performance,
functionality or Footage resulting from or otherwise relating to the Designated Locations or delay in installation due
to Agency’s delay in confirming Designated Locations, in ordering and/or having the Designated Location ready for
installation including having all electrical work preinstalled and permits ready, if necessary. The deployment plan
will confirm the Designated Location. After installation, any subsequent changes to the deployment plan
(“Reinstalls”) will incur a charge for Flock’s then-current list price for Reinstalls, as listed in the then-current
Reinstall Policy (available at https://www.flocksafety.com/reinstall-fee-schedule) and any equipment charges. These
changes include but are not limited to camera re-positioning, adjusting of camera mounting, re-angling, removing
foliage, camera replacement, changes to heights of poles, regardless of whether the need for Reinstalls related to
vandalism, weather, theft, lack of criminal activity in view, and the like. Flock Safety shall have full discretion on
decision to reinstall Flock Hardware.
2.7.2 Agency Installation Obligations. Agency agrees to allow Flock and its agents reasonable access in and near
the Designated Locations at all reasonable times upon reasonable notice for the purpose of performing the
installation work. Although the Units are designed to utilize solar power, certain Designated Locations may require
a reliable source of 120V AC power, as described in the deployment plan. In the event adequate solar exposure is
not available Agency is solely responsible for providing a reliable source of 120V AC power to the Units, if
necessary. Additionally, Agency is solely responsible for (i) any permits or associated costs, and managing the
permitting process of installation of cameras or AC power; (ii) any federal, state or local taxes including property,
license, privilege, sales, use, excise, gross receipts or other similar taxes which may now or hereafter become
applicable to, measured by or imposed upon or with respect to the installation of the Hardware, its use (excluding
tax exempt entities), or (iii) any other supplementary cost for services performed in connection with installation of
the Hardware, including but not limited to contractor licensing, engineered drawings, rental of specialized
equipment or vehicles, third-party personnel (i.e. Traffic Control Officers, Electricians, State DOT-approved poles,
etc., if necessary), such costs to be approved by the Agency (“Agency Installation Obligations”). In the event that a
Designated Location for a Unit requires permits, Flock will provide the Agency with a temporary alternate location
for installation pending the permitting process. Once the required permits are obtained, Flock will relocate the Units
from the temporary alternate location to the permitted location at no additional cost. Flock will provide options to
supply power at each Designated Location. If Agency refuses alternative power supply options, Agency agrees and
understands that Agency will not be subject to any reimbursement, tolling, or credit for any suspension period of
Flock Services due to low solar. Flock will make all reasonable efforts within their control to minimize suspension
of Flock Services. Any fees payable to Flock exclude the foregoing. Without being obligated or taking any
responsibility for the foregoing, Flock may pay and invoice related costs to Agency if Agency did not address them
prior to the execution of this Agreement or a third party requires Flock to pay. Agency represents and warrants that
it has all necessary right title and authority and hereby authorizes Flock to install the Hardware at the Designated
Locations and to make any necessary inspections or tests in connection with such installation. Flock is not
responsible for installation of Agency Hardware.
2.7.3 Flock’s Obligations. Installation of any Flock Hardware shall be installed in a workmanlike manner in
accordance with Flock’s standard installation procedures, and the installation will be completed within a reasonable
time from the time that the Designated Locations are confirmed. Following the initial installation of the Hardware
and any subsequent Reinstalls or maintenance operations, Flock’s obligation to perform installation work shall
cease; however, for the sole purpose of validating installation, Flock will continue to monitor the performance of the
Units for the length of the Term and will receive access to the Footage for a period of three (3) business days after
the initial installation in order to monitor performance and provide any necessary maintenance solely as a measure
of quality control. Agency understands and agrees that the Flock Services will not function without the Hardware.
Labor may be provided by Flock or a third party. Flock is not obligated to install, reinstall, or provide physical
maintenance to Agency Hardware.
2.7.4 Security Interest. Flock Hardware shall remain the personal property of Flock and will be removed upon the
natural expiration of this Agreement at no additional cost to Agency. Agency shall not perform any acts which
would interfere with the retention of title of the Hardware by Flock. Should Agency default on any payment of the
Flock Services, Flock may remove 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 Agency’s default and Flock shall
have the right to enforce any other legal remedy or right.
2.8 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock’s price for its services under this
Agreement does not contemplate work in any areas that contain hazardous materials, or other hazardous conditions,
including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous materials
are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall
have the right to cease work immediately in the area affected until such materials are removed or rendered harmless.
2.9 Support Services. Subject to the payment of fees, Flock shall monitor the performance and functionality of
Flock Services and may, from time to time, advise Agency on changes to the Flock Services, Installation Services,
or the Designated Locations which may improve the performance or functionality of the Services or may improve
the quality of the Footage. The work, its timing, and the fees payable relating to such work shall be agreed by the
Parties prior to any alterations to or changes of the Services or the Designated Locations (“Monitoring Services”).
Subject to the terms hereof, Flock will provide Agency with reasonable technical and on-site support and
maintenance services (“On-Site Services”) in-person or by email at [email protected]. Flock will use
commercially reasonable efforts to respond to requests for support.
2.10 Special Terms. From time to time, Flock may offer certain “Special Terms” related to guarantees, service and
support which are indicated in the proposal and on the order form and will become part of this Agreement, upon
Agency’s consent. To the extent that any terms of this agreement are inconsistent or conflict with the Special Terms,
the Special Terms shall control.
2.11 Changes to Platform. Flock may, in its sole discretion, make any changes to any system or platform that it
deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Flock’s products or services to its
Agency s, (b) the competitive strength of, or market for, Flock’s products or services, (c) such platform or system’s
cost efficiency or performance, or (ii) to comply with applicable law. These changes shall be at no additional cost to
Agency.
3. RESTRICTIONS AND RESPONSIBILITIES
3.1 Agency Obligations. Flock will assist Agency end-users in the creation of a User ID. Agency agrees to provide
Flock with accurate, complete, and updated registration information. Agency may not select as its User ID a name
that Agency does not have the right to use, or another person’s name with the intent to impersonate that person.
Agency may not transfer its account to anyone else without prior written permission of Flock. Agency will not
share its account or password with anyone, and must protect the security of its account and password. Agency is
responsible for any activity associated with its account. Agency shall be responsible for obtaining and maintaining
any equipment and ancillary services needed to connect to, access or otherwise use the Services. Agency will, at its
own expense, provide assistance to Flock, including, but not limited to, by means of access to, and use of, Agency
facilities, as well as by means of assistance from Agency personnel, to the limited extent any of the foregoing may
be reasonably necessary to enable Flock to perform its obligations hereunder, including, without limitation, any
obligations with respect to Support Services or any Installation Services.
3.2 Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency will use
the Services only in compliance with this Agreement and all applicable laws and regulations, including but not
limited to any laws relating to the recording or sharing of video, photo, or audio content. Although Flock has no
obligation to monitor Agency ’s use of the Services, Flock may do so and may prohibit any use of the Services it
believes may be (or alleged to be) in violation of the foregoing.
4. CONFIDENTIALITY; AGENCY DATA
4.1 Confidentiality. To the extent allowable by applicable FOIA and state-specific Public Records Acts, including
but not limited to the California Public Records Act, each Party (the “Receiving Party”) understands that the other
Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to
the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).
Proprietary Information of Flock includes non-public information regarding features, functionality and performance
of the Services. Proprietary Information of Agency includes non-public data provided by Agency to Flock or
collected by Flock via the Unit, including the Footage, to enable the provision of the Services, which includes but is
not limited to geolocation information and environmental data collected by sensors built into the Units (“Agency
Data”). To the extent allowable by applicable FOIA and state-specific Public Records Acts, including but not
limited to the California Public Records Act, the Receiving Party agrees: (i) to take the same security precautions to
protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own
proprietary information, but in no event will a party apply less than reasonable precautions to protect such
Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein)
or divulge to any third person any such Proprietary Information. Flock’s use of the Proprietary Information may
include processing the Proprietary Information to send Agency alerts, such as when a car exits Agency ’s
neighborhood, or to analyze the data collected to identify motion or other events. 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, or lawful criminal or civil subpoenas, or to comply with any provision or obligation required by the California
Public Records Act, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such
disclosure to contest such order or disclosure at the Disclosing Party’s sole cost and expense. For clarity, Flock may
access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third
parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure
is reasonably necessary to: (a) comply with a legal process or request; (b) enforce this Agreement, including
investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical
issues; or (d) protect the rights, property or safety of Flock, its users, a third party, or the public as required or
permitted by law, including respond to an emergency situation. Where reasonable, Flock agrees to provide Agency
with notice of such access, use, preservation and/or disclosure. Agency hereby expressly grants Flock a non-
exclusive, worldwide, perpetual, royalty-free right and license (during and after the term hereof) to disclose the
Agency Data (inclusive of any Footage) to enable law enforcement monitoring against law enforcement hotlists as
well as provide Footage search access to law enforcement for investigative purposes only. Flock may store deleted
Footage in order to comply with certain legal obligations but such retained Footage will not be retrievable without a
valid court order.
4.2 Agency Data. As between Flock and Agency, all right, title and interest in the Agency Data, belong to and are
retained solely by Agency. Agency hereby grants to Flock a limited, non-exclusive, royalty-free, worldwide license
to use the Agency Data and perform all acts with respect to the Agency Data as may be necessary for Flock to
provide the Flock Services to Agency, including without limitation the Support Services set forth in Section 2.9
above, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce,
modify and distribute the Agency Data as a part of the Aggregated Data (as defined in Section 4.4 below).As
between Agency and Non-Agency End Users that have prescribed access of Footage to Agency, each of Agency and
Non-Agency End Users will share all right, title and interest in the Non-Agency End User Data. This Agreement
does not by itself make any Non-Agency End User Data the sole property or the Proprietary Information of Agency.
Flock will automatically delete Footage older than thirty (30) days. Agency has a thirty (30) day window to view,
save and/or transmit Footage to the relevant government agency prior to its deletion.
4.3 Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommendations or
other information relating to the subject matter hereunder, Agency hereby assigns (and will cause its agents and
representatives to assign) to Flock all right, title and interest (including intellectual property rights) with respect to or
resulting from any of the foregoing.
4.4 Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Flock shall have the right to
collect and analyze data that does not refer to or identify Agency or any individuals or de-identifies such data and
other information relating to the provision, use and performance of various aspects of the Services and related
systems and technologies (including, without limitation, information concerning Agency Data and data derived
therefrom). For the sake of clarity, Aggregated Data is compiled anonymous data which has been stripped of any
personal identifying information. Agency acknowledges that Flock will be compiling anonymized and/or aggregated
data based on Agency Data input into the Services (the “Aggregated Data”). Agency hereby grants Flock a non-
exclusive, worldwide, perpetual, royalty-free right and license (during and after the Service Term hereof) to (i) use
and distribute such Aggregated Data to improve and enhance the Services and for other development, diagnostic and
corrective purposes, other Flock offerings, and crime prevention efforts, and (ii) disclose the Agency Data (both
inclusive of any Footage) to enable law enforcement monitoring against law enforcement hotlists as well as provide
Footage search access to law enforcement for investigative purposes only. No rights or licenses are granted except
as expressly set forth herein. Flock shall not sell Agency Data or Aggregated Data.
5. PAYMENT OF FEES
5.1a Wing Fees. For Wing products, the Agency will pay Flock the first Usage Fee and the Implementation Fee (as
described on the Order Form attached hereto, together the “Initial Fees”) as set forth on the Order Form on or
before the 30th day following the Effective Date of this Agreement. Flock shall have no liability resulting from any
delay by the Agency in installing the Embedded Software on the Agency Hardware. If applicable, Agency shall pay
the ongoing Usage Fees set forth on the Order Form with such Usage Fees due and payable thirty (30) days in
advance of each payment period. All payments will be made by either ACH, check, or credit card.
5.1b Falcon Fees. For Falcon products during the Initial Term, Agency will pay Flock fifty percent (50%) of the
first Usage Fee, the Implementation Fee and any fee for Hardware (as described on the Order Form attached hereto,
together the “Initial Fees”) as set forth on the Order Form on or before the 30th day following receipt of initial
invoice after Effective Date. Upon commencement of installation, Flock will issue an invoice for twenty-five
percent (25%) of the Initial Fees, and Agency shall pay on or before 30th day following receipt of invoice. Upon
completion of installation, Flock will issue an invoice for the remaining balance and Agency shall pay on or before
30th day following receipt of final invoice. Flock is not obligated to commence the Installation Services unless and
until the first payment has been made and shall have no liability resulting from any delay related thereto. For a
Renewal Term, as defined below, Agency shall pay the entire invoice on or before the 30th day following receipt of
invoice.
5.2 Changes to Fees. Flock reserves the right to change the fees or applicable charges and to institute new charges
and fees at the end of the Initial Term or any Renewal Term, upon sixty (60) days’ notice prior to the end of such
Initial Term or Renewal Term (as applicable) to Agency (notice must be sent by mail, with return receipt). If
Agency believes that Flock has billed Agency incorrectly, Agency must contact Flock no later than sixty (60) days
after the closing date on the first billing statement in which the error or problem appeared, in order to receive an
adjustment or credit. Inquiries should be directed to Flock’s Agency support department. Agency acknowledges and
agrees that a failure to contact Flock within this sixty (60) day period will serve as a waiver of any claim Agency
may have had as a result of such billing error.
5.3 Invoicing, Late Fees; Taxes. Flock may choose to bill through an invoice, in which case, full payment for
invoices issued in any given month must be received by Flock thirty (30) days after the mailing date of the invoice.
If Agency is a non-tax exempt entity, Agency shall be responsible for all taxes associated with Services other than
U.S. taxes based on Flock’s net income.
6. TERM AND TERMINATION
6.1a Wing Term. Subject to earlier termination as provided below, the initial term of this Agreement shall be for the
period of time set forth on the Order Form (the “Initial Term”). The Term shall commence upon execution of this
Agreement. Following the Initial Term, unless otherwise indicated on the Order Form, this Agreement may be
renewed for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a
“Renewal Term”, and together with the Initial Term, the “Service Term”) upon written notice of renewal prior to
the end of the then-current term and written approval by Agency.
6.1b Falcon Term. Subject to earlier termination as provided below, the initial term of this Agreement shall be for
the period of time set forth on the Order Form (the “Initial Term”). The Term shall commence upon first
installation and validation of a Unit. Following the Initial Term, unless otherwise indicated on the Order Form, this
Agreement may be renewed for successive renewal terms for the length set forth on the Order Form (each, a
“Renewal Term”, and together with the Initial Term, the “Service Term”) upon written notice of renewal prior to
the end of the then-current term.
6.2 Termination for Convenience. At any time during the agreed upon Term, an Agency not fully satisfied with the
service may self-elect to terminate this Agreement for convenience. Termination for convenience will result in a
one-time fee of $500 per Flock Hardware. Upon termination for convenience, a refund will be provided for Falcon
Cameras, prorated for any fees for the remaining Term length set forth previously. Agency will remain liable to pay
the full outstanding fees for any Wing product on the effective date of termination of that Order Form. Flock will
invoice, and Agency will pay, any unbilled fees and any unpaid fees covering the remainder of the term of that
Order Form had it not been terminated. Termination for convenience of the Agreement by the Agency will be
effective immediately. Flock will provide advanced written notice and remove all Flock Hardware at Flock’s own
convenience, within a commercially reasonable period of time upon termination.
6.3 Termination. Notwithstanding the termination provisions in Section 2.4(b), in the event of any material breach
of this Agreement, the non-breaching party may terminate this Agreement prior to the end of the Service Term by
giving thirty (30) days prior written notice to the breaching party; provided, however, that this Agreement will not
terminate if the breaching party has cured the breach prior to the expiration of such thirty (30) day period. Either
party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of
insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit
of creditors, or (iii) upon the other party's dissolution or ceasing to do business. Upon termination for Flock’s
material breach, Flock will refund to Agency a pro-rata portion of the pre-paid fees for Services not received due to
such termination.
6.5 No-Fee Term. For the Term of this Agreement, Flock will provide Agency with complimentary access to ‘hot-
list’ alerts, which may include ‘hot tags’, stolen vehicles, Amber Alerts, etc. (“No-Fee Term”). In the event a Non-
Agency End User grants Agency access to Footage and/or Notifications from a Non-Agency End User Unit, Agency
will have access to Non-Agency End User Footage and/or Notifications until deletion, subject to the thirty (30) day
retention policy. Non-Agency End Users and Flock may, in their sole discretion, leave access open. The No-Fee
Term will survive the Term of this Agreement. Flock, in its sole discretion, can determine not to provide additional
No-Fee Terms or can impose a price per No-Fee Term upon thirty (30) days’ notice. Agency may terminate any No-
Fee Term or access to future No-Fee Terms upon thirty (30) days’ notice.
6.6 Survival. The following Sections will survive termination: 2.4, 2.5, 3, 4, 5 (with respect to any accrued rights to
payment), 6.5, 7.4, 8.1, 8.2, 8.3, 8.4, 8.5, 9.1 and 10.5.
7. REMEDY; WARRANTY AND DISCLAIMER
7.1 Remedy. Upon a malfunction or failure of Flock Hardware or Embedded Software (a “Defect”), Agency must
notify Flock’s technical support as described in Section 2.9 above. If Flock is unable to correct the Defect, Flock
shall, or shall instruct one of its contractors to repair or replace the Flock Hardware or Embedded Software suffering
from the Defect. Flock reserves the right in their sole discretion to refuse or delay replacement or its choice of
remedy for a Defect until after it has inspected and tested the affected Unit provided that such inspection and test
shall occur within seventy-two (72) hours after Agency notifies Flock of a known Defect. In the event of a Defect,
Flock will repair or replace the defective Unit at no additional cost. In the event that a Unit is lost, stolen, or
damaged, Agency may request that Flock replace the Unit at a fee according to the then-current Reinstall Policy
(https://www.flocksafety.com/reinstall-fee-schedule). Agency shall not be required to replace subsequently lost,
damaged or stolen Units, however, Agency understands and agrees that functionality, including Footage, will be
materially affected due to such subsequently lost, damaged or stolen Units and that Flock will have no liability to
Agency regarding such affected functionality nor shall the Usage Fee or Implementation Fees owed be impacted.
Flock is under no obligation to replace or repair Hardware.
7.2 Exclusions. Flock will not provide the remedy described in Section 7.1 if Agency is found to have misused the
Flock Hardware, Agency Hardware or Embedded Software in any manner.
7.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the
Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation
Services in a professional and workmanlike manner. Upon completion of any installation or repair, Flock shall clean
and leave the area in good condition. Services may be temporarily unavailable for scheduled maintenance or for
unscheduled emergency maintenance, either by Flock or by third-party providers, or because of other causes beyond
Flock’s reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail
of any scheduled service disruption.
7.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS AGENCY ’S SOLE REMEDY, AND
FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE EMBEDDED SOFTWARE. THE FLOCK
DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES
IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE
SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED
“AS IS” AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT. THIS DISCLAIMER OF SECTION 7.4 ONLY APPLIES TO THE
EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE OF CALIFORNIA.
7.5 Insurance. Throughout the term of this Agreement, Flock (and any sub-consultants) shall, at Flock’s (or sub-
consultant’s) sole cost and expense, furnish the Agency with certificates of insurance evidencing that Flock has
obtained and maintains insurance in the following amounts:
A. Workers’ Compensation that satisfies the minimum statutory limits.
B. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION
DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION DOLLARS ($2,000,000)
annual aggregate, for bodily injury, property damage, products, completed operations and contractual liability
coverage.
C. Contractor will not be using an automobile as part of the scope of services; therefore comprehensive automobile
insurance is not required.
D. Professional Liability Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering
the licensed professionals’ errors and omissions.
All insurance policies shall be written on an occurrence basis and shall name the Agency Indemnitees as additional
insureds with any Agency insurance shall be secondary and in excess to Flock’s insurance. If Flock’s insurance
policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s
liability, or which has the effect of providing that payments of the self-insured retention by others, including
additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by
special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not
prevent any of the parties to this agreement from satisfying or paying the self-insured retention required to be paid as
a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does
or does not include any self-insured retention and also must disclose the deductible. The certificates shall contain a
statement of obligation on the part of the carrier to notify Agency of any material change, cancellation, termination
or non-renewal of the coverage at least thirty (30) days in advance of the effective date of any such material change,
cancellation, termination or non-renewal. The Agency’s Risk Manager may waive or modify any of the insurance
requirements of this section.
7.6 Compliance with all Applicable Laws; Nondiscrimination. Flock shall comply with all applicable local, state
and federal laws, regulations and ordinances in the performance of this Agreement. Flock shall not discriminate in
the provision of service or in the employment of persons engaged in the performance of this Agreement on account
of race, color, national origin, ancestry, religion, gender, marital status, sexual orientation, age, physical or mental
disability in violation of any applicable local, state or federal laws or regulations.
7.7. Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen,
or mechanics on the work contemplated by this Purchase Agreement, shall be not less than the prevailing rate for a
day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be
performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor
Code Section 1770, et seq. Each laborer, worker or mechanic employed by Flock or by any subcontractor shall
receive the wages herein provided for. Flock shall pay two hundred dollars ($200), or whatever amount may be set
by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of
per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker
shall be paid by Flock to each worker.
An error on the part of an awarding body does not relieve Flock from responsibility for payment of the prevailing
rate of per diem wages and penalties pursuant to Labor Code Sections 1770-1775. The Agency will not recognize
any claim for additional compensation because of the payment by Flock for any wage rate in excess of prevailing
wage rate set forth. The possibility of wage increases is one of the elements to be considered by Flock.
(A) Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not
attached hereto pursuant to Labor Code Section 1773.2, Flock shall post at appropriate conspicuous points at the
site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers
and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by
law to be made from unpaid wages actually earned by the laborers and mechanics so engaged.
7.8. Tax Withholding. [Intentionally Omitted]
7.9 Force Majeure. Flock is not responsible nor liable for any delays or failures in performance from any cause
beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist
acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes,
weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of
Agency or any Authorized End User.
8. LIMITATION OF LIABILITY; NO FEE TERM; INDEMNITY
8.1 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, EXEMPLARY,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. NOTWITHSTANDING ANYTHING TO THE
CONTRARY, FLOCK AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND
TECHNOLOGY SUPPLIERS), 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 ERROR OR
INTERRUPTION OF USE OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF
DATA OR FOOTAGE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
TECHNOLOGY OR LOSS OF BUSINESS; (B)FOR ANY MATTER BEYOND FLOCK’S ACTUAL
KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR
INABILITY TO CAPTURE FOOTAGE OR IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH
THE FBI DATABASE; (C) FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATION
REQUIRED BY LAW MADE IN GOOD FAITH; (D) FOR CRIME PREVENTION; OR (E) FOR ANY
AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED 2x
THE FEES PAID AND/OR PAYABLE BY AGENCY 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. IN THE EVENT OF AN EMERGENCY, AGENCY SHOULD
CONTACT 911 AND SHOULD NOT RELY ON THE SERVICES. THIS LIMITATION OF LIABILITY OF
SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE OF
CALIFORNIA.
8.2 Non-Liability of Officials, Employees and Agents. No officer, official, employee or agent of agency shall be
personally liable to Flock in the event of any default or breach by Agency or for any amount which may become due
to Flock pursuant to this Agreement.
8.3 Additional No-Fee Term Requirements. IN NO EVENT SHALL FLOCK’S AGGREGATE LIABILITY, IF
ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE COMPLIMENTARY NO-FEE TERM AS
DESCRIBED IN SECTION 6.5 EXCEED $100, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED
IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. Parties
acknowledge and agree that the essential purpose of this Section 8.3 is to allocate the risks under the No-Fee Term
described in Section 6.5 and limit potential liability given the aforementioned complimentary service, which would
have been substantially higher if Flock were to assume any further liability other than as set forth herein. Flock has
relied on these limitations in determining whether to provide the complimentary No-Fee Term. The limitations set
forth in this Section 8.3 shall not apply to claims or damages resulting from Flock’s other obligations under this
Agreement.
8.4 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and
omissions of its own employees, deputies, officers, or agents, in connection with the performance of their official
duties under this Agreement. Each Party to this Agreement shall be liable (if at all) only for the torts of its own
officers, agents, or employees that occur within the scope of their official duties. Agency will not pursue any claims
or actions against Flock’s suppliers.
8.5 Indemnity. Flock hereby agrees to indemnify and hold harmless Agency against any damages, losses, liabilities,
settlements and expenses in connection with any claim or action that arises from (1) Flock’s installation and
maintenance obligations under this Agreement, (2) any copyrighted material, patented or unpatented invention,
articles, device or appliance manufactured or used in the performance of this Agreement,(3) any gross negligence by
Flock, Flock employees or Flock agents in relation to this Agreement.. Agency hereby agrees to indemnify and hold
harmless Flock against any damages, losses, liabilities, settlements and expenses in connection with any claim or
action that arises from an alleged violation of Section 3.2, Agency’s Installation Obligations, Agency’s sharing of
any data in connection with the Flock system, Flock employees or agent or Non-Agency End Users, or otherwise
from Agency’s negligent use of the Services, Flock Hardware, Agency Hardware and any Embedded Software,
including any claim that such actions violate any applicable law or third party right, unless such claim or action
arises from the negligence or misconduct of Flock, Flock employees or Flock agents. Although Flock has no
obligation to monitor Agency’s use of the Services, Flock may do so and may prohibit any use of the Services it
believes may be (or alleged to be) in violation of Section 3.2 or this Agreement.
9. RECORD RETENTION
9.1 Data Preservation. The Agency agrees to store Agency Data in compliance with all applicable local, state and
federal laws, regulations, policies and ordinances and their associated record retention schedules. As part of
Agency’s consideration for paid access and no-fee access to the Flock System, to the extent that Flock is required by
local, state or federal law to preserve the Agency Data, Flock will notify Agency of the requirement and applicable
retention period, and Agency agrees to preserve and securely store this data on Flock’s behalf so that should Flock
be legally compelled by judicial or government order, Flock may retrieve the data from Agency upon reasonably
advanced written notice.
10. MISCELLANEOUS
10.1 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 and enforceable.
10.2 Assignment. This Agreement is not assignable, transferable or sublicensable by Agency except with Flock’s
prior written consent. Flock may only transfer and assign any of its rights and obligations, in whole or in part, under
this Agreement upon providing Agency’s with notice.
10.3 Entire Agreement. This Agreement, together with the Order Form(s), the then-current Reinstall Policy
(https://www.flocksafety.com/reinstall-fee-schedule), and Deployment Plan(s), are the complete and exclusive
statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral
agreements, communications and other understandings relating to the subject matter of this Agreement, and that all
waivers, amendments and modifications must be in a writing signed by both parties, except as otherwise provided
herein. None of Agency’s purchase orders, authorizations or similar documents will alter the terms of this
Agreement, and any such conflicting terms are expressly rejected. In the event of a conflict or inconsistency between
the text of the main body of this Agreement and any exhibits or separate documents, the text of the main body of this
Agreement shall prevail.
10.4 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement
and Agency does not have any authority of any kind to bind Flock in any respect whatsoever. Flock does not have
any authority of any kind to bind Agency to any contracts or obligations in any respect whatsoever.
10.5 Governing Law; Venue. This Agreement shall be governed by the laws of the State of California with venue
in the County of San Mateo. The parties agree that the United Nations Convention for the International Sale of
Goods is excluded in its entirety from this Agreement.
10.6 Publicity. Upon prior consent from Agency, Flock has the right to reference and use Agency’s name and
trademarks and disclose the nature of the Services provided hereunder in each case in business and development and
marketing efforts, including without limitation on Flock’s website.
10.7 Export. Agency 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 agency or authority. As defined in FAR section 2.101, the Services,
the Hardware, the Embedded Software and Documentation are “commercial items” and according to DFAR section
252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software
documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification,
reproduction, release, performance, display, or disclosure of such commercial software or commercial software
documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be
prohibited except to the extent expressly permitted by the terms of this Agreement.
10.8 Headings. The headings are merely for organization and should not be construed as adding meaning to the
Agreement or interpreting the associated Sections.
10.09 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 organizations and individuals they are representing.
10.10 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 facsimile or e-
mail; 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.
To Flock: 1170 Howell Mill Road NW, Ste 210 Atlanta, GA 30318
To Agency: 1 Chestnut Avenue, South San Francisco, California 94080
CUSTOMER IMPLEMENTATION GUIDE 22
CUSTOMER IMPLEMENTATION GUIDE 23
Customer Implementation Guide:
Law Enforcement
Let’s defeat crime together
Contents
Implementation Timeline . . . . . . . . . . . . . . . . . . . . . . . 2
Implementation Team . . . . . . . . . . . . . . . . . . . . . . . . . 3
Implementation Service brief: Standard VS Advanced . . . . . . . . 6
Standard Implementation . . . . . . . . . . . . . . . . . . . . . . . . . 6
Advanced Implementation . . . . . . . . . . . . . . . . . . . . . . . . 8
Things to Consider when Picking Locations . . . . . . . . . . . . .10
Customer Responsibilities: AC-Powered Cams . . . . . . . . . . . . 11
Electrician Handout . . . . . . . . . . . . . . . . . . . . . . . . . .12
Electrician Installation Steps . . . . . . . . . . . . . . . . . . . . . . .12
FAQs about AC-Powered Flock Cameras . . . . . . . . . . . . . . . .13
Installation Service Brief Summary . . . . . . . . . . . . . . . . . .15
Permitting: Pre-Install Questionnaire . . . . . . . . . . . . . . . . .16
1. Timeline . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2. Right of Way . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3. AC Power vs. Solar . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4. Traffic Control & Installation Methods . . . . . . . . . . . . . . . 16
5. Paperwork & Required Forms . . . . . . . . . . . . . . . . . . . . .17
6. Contacts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Professional Services Fee Schedule . . . . . . . . . . . . . . . . . .17
Billing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Help Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Customer Support . . . . . . . . . . . . . . . . . . . . . . . . . . .19
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CUSTOMER IMPLEMENTATION GUIDE 24
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:
2
CUSTOMER IMPLEMENTATION GUIDE 25
Implementation
Team How they will support you
Project Manager 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.
Field Operations
Team
• 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.
Product
Implementation
Specialist
Your Product Implementation Specialist is your technical product
expert.
They will help translate your goal for using Flock Safety cameras into a
technical plan that can be executed and enable you to solve crime. Your
specialist will work your Sales Rep to:
• Review the cameras in your deployment
• Ensure that the deployment plan is set up for success from a
technological standpoint in addition to meeting your goals for the
product
• If any of your locations require permits, a member of the Product
Implementation team will assist you in packaging your application(s).
Implementation Team
3
CUSTOMER IMPLEMENTATION GUIDE 26
Relationship
Team How they will support you
Customer
Success
Manager
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.
Post-Camera-Installation, your CSM will be your go-to for most account-
related needs: You should reach out to them to:
• Set up Account Training
• Understand benefits of features
• Learning best practices for getting relevant data
• Identifying opportunities to expand the security network in your
area
• Provide feedback on your partnership with Flock
Flock Safety
Support
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 [email protected]. 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
Please Note: On some occasions, third parties outside of Flock Safety may be (or need to
be) involved in your implementation.
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CUSTOMER IMPLEMENTATION GUIDE 27
Outside Party When they may be involved
Electrician/
Street
Department
If the Flock cameras need to be AC powered, you (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
(DOT), City,
or County
agencies
If installation in your area requires permitting
5
CUSTOMER IMPLEMENTATION GUIDE 28
Standard Implementation
Cost = $350 / camera (one time cost)
Implementation Service brief: Standard VS Advanced
Included in scope:
Once Designated Locations are confirmed, 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
• Engage 811 ‘Call-before-you-Dig’ system to receive legal dig date
• Apply approved markings Coordinate with 811 regarding any necessary high-risk dig
clearances or required vendor meets
• Each installation may include the following:
• Installation of camera and solar panel with standard, 12’ above grade Flock
breakaway pole
• Installation of camera and solar panel on a suitable existing pole, no higher than 8-12’
(approval at Flock Safety’s discretion)
• 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 (link). 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.
• Access requiring up to a 14’ A-frame ladder
• Standard MUTCD traffic control procedures performed by a Flock technician
• Obtain a business license to operate in the City and State of camera location
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CUSTOMER IMPLEMENTATION GUIDE 29
Not included in scope:
Flock does not include the following as part of the Standard Implementation Service but can
provide a quote for sourcing at an additional cost:
• Cannot 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
• 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).
• 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
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CUSTOMER IMPLEMENTATION GUIDE 30
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
• Engage 811 ‘Call-before-you-Dig’ system to receive legal dig date
• Apply approved markings Coordinate with 811 regarding any necessary high-risk dig
clearances or required vendor meets
• Each installation may include the following:
• Installation of camera and solar panel with standard, 12’ above grade Flock
breakaway pole
• Installation of camera and solar panel on a suitable existing pole, no higher than 8-12’
(approval at Flock Safety’s discretion) or NCHRP 350 or MASH approved pole, if
necessary.
• Pole Options - Northern and Coastal
• Pole Options - Non-Winterized, Non-Coastal
• Pole Options - Georgia
• Pole Options - Texas
• 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 (link). Flock
cannot make any AC connections or boreholes in any material other than dirt,
grass, loose gravel (or other non-diggable material). Electrical work requiring a
licensed electrician and associated costs, not included in the scope.
• Access requiring up to a 14’ A-frame ladder
• Standard MUTCD traffic control procedures performed by a Flock technician
• Obtain a business license to operate in the City and State of camera location
Advanced Implementation
Cost = $750 / camera (one time cost)
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Not included in 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):
• A Bucket Truck for accessing horizontal/cross-beams
• 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).
• 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
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Things to Consider when Picking Locations
Falcon Cameras
• Use Cases
• Flock LPRs are designed to capture images of rear license plates aimed in the
direction of traffic.
• Flock LPRs are not designed to capture pedestrians, sidewalks, dumpsters, gates,
other areas of non-vehicle traffic, intersections.
• Placement
• They capture vehicles driving away from an intersection.
• They cannot point into the middle of an intersection.
• They should be placed after the intersection to prevent stop and go motion activation
or “stop and go” traffic.
• Mounting
• They can be mounted on existing utility, light, traffic signal poles, or 12 foot Flock
poles. **NOTE** Permitting (or permission from pole owner) may be required to use
existing infrastructure or install in specific areas, depending on local regulations &
policies.
• They should be mounted one per pole*. If using AC power, they can be mounted 2 per
pole.
• *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.
• They can be powered with solar panels or direct wire-in AC Power (no outlets). **NOTE**
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.
• They will require adequate cellular service using AT&T or T-Mobile to be able to process &
send images.
Solar Panels
• Solar panels need unobstructed southern-facing views.
Pole
• If a location requires a “DOT Pole” (i.e., not Flock standard pole), the implementation cost
will be $750/camera.
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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.
Visit flocksafety.com/power-install for the complete plan, FAQs & to get started!
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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 1/2” conduit.
2. Open the box using hinges.
3. Connect AC Mains per wiring
diagram below:
• Connect AC Neutral wire to the
Surge Protector white Neutral
wire using the open position on
the lever nut.
• Connect AC Line wire to the
Surge Protector black Line wire
using the open position on the
lever nut.
• 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
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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.
• 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.
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• 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.
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What is covered by
Flock
What is NOT covered by
Flock Special note
Flock Cameras & Online
Platform
Traffic Control and any
associated costs
Mounting Poles
*DOT Approved Pole cost
Electrician & ongoing
electrical costs
AC Power Kit (as needed)Engineering Drawings
Solar Panels (as needed)Relocation Fees Excluding changes during
initial installation
Site Surveys and Call 811
Scheduling Contractor licensing fees
Installation Labor Costs Permit application
processing fees
Customer Support / Training Specialist mounting
equipment
Including, but not limited to,
**MASH poles or adapters
Cellular Data Coverage Bucket trucks
Maintenance Fees (review Fees
Sheet for more details)
Loss, theft, damage to Flock
equipment
Data storage for 30 days Camera downtime due to
power outage
Only applicable for
AC-powered cameras
Below outlines the statement of work for the Flock Camera Installation:
Installation Service Brief Summary
*If a location requires a “DOT pole” (i.e., not our standard), the implementation cost will be
$750/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
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Permitting: Pre-Install Questionnaire
1. Timeline
• In Flock Safety’s experience, in-depth permitting requirements can add 2+ months
to the installation timeline. Law enforcement agencies and city governments can
work with their local Public Works or Department of Transportation offices directly
to help expedite the process. When Flock Safety customers manage the permitting
processes, results tend to come more quickly.
• Can your agency own the permitting process with Flock Safety’s assistance?
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)?
• What is the RoW buffer?
• 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)?
• 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? (Link)
• If solar-powered, consider the size of the solar panel and potential to impact the
visibility of DOT signs/signals:
• Single Panel: 21.25” x 14” x 2” (Length x Width x Depth)
• 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?
• Note: If traffic control is required, you may incur additional costs due to city/state
requirements; Fees will be determined by quotes received.
• If full traffic control is required (cones, arrow boards, etc.):
• 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).
• 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?
• Are there state-specific special versions/variances that must be followed?
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• 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.
• 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:
• Permitting
• Public Works
• Traffic Department
Professional Services Fee Schedule
• Camera relocation, existing pole non-AC powered = $350
• Camera relocation, Flock pole and/or AC powered = $750
• Camera replacement as a result of vandalism, theft, or damage = $500
• Pole replacement as a result of vandalism, theft, or damage = $500
• Trip charge = $350
• Examples:
• Angle adjustment (elective)
• Install additional Flock signage
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Billing
5.1b Falcon Fees. For Falcon products during the Initial Term, Agency will pay Flock fifty
percent (50%) of the first Usage Fee, the Implementation Fee, and any fee for Hardware
(as described on the Order Form, together with the “Initial Fees”) as set forth on the Order
Form on or before the 30th day following receipt of initial invoice after Effective Date. Upon
commencement of installation, Flock will issue an invoice for twenty-five percent (25%)
of the Initial Fees. The Agency shall pay on or before the 30th day following receipt of the
invoice.
Upon completion of installation, Flock will issue an invoice for the remaining balance, and
Agency shall pay on or before the 30th day following receipt of the final invoice. Flock is
not obligated to commence the Installation Services unless and until the first payment has
been made and shall have no liability resulting from any delay related thereto. For a Renewal
Term, as defined below, Agency shall pay the entire invoice on or before the anniversary of
the Effective Date.
6.1b Falcon Term. Subject to earlier termination as provided below, the initial term of this
Agreement shall be for the period of time set forth on the Order Form (the “Initial Term”).
The Term shall commence upon first installation and validation of a Unit. Following the Initial
Term, unless otherwise indicated on the Order Form, this Agreement will automatically
renew for successive renewal terms for the length set forth on the Order Form (each, a
“Renewal Term,” and together with the Initial Term, the “Service Term”) unless either party
gives the other party notice of non-renewal at least thirty (30) days before the end of the
then-current term.
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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 [email protected].
They can help answer any “How-To” questions you may have.
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