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HomeMy WebLinkAboutAGENDA REPORT 2024 0717 CCSA REG ITEM 09CCITY OF MOORPARK, CALIFORNIA City Council Meeting of July 17, 2024 ACTION APPROVED STAFF RECOMMENDATION. BY A. Hurtado. C. Consider Authorizing the City Manager to Execute a Municipal Facility License Agreement with Flock Safety for Placement of Automated License Plate Recognition (ALPR) Cameras on City Streetlight Poles Funded by the Ventura County Sheriff’s Office via a Grant Received from the California Organized Retail Theft Prevention Grant Program and Making a Determination of Exemption Under the California Environmental Quality Act in Connection Therewith. Staff Recommendation: Authorize the City Manager to enter into a Municipal Facility License Agreement with Flock Safety to attach ALPR cameras on City of Moorpark streetlight poles, subject to final language approval by the City Manager and City Attorney, and Making a Determination of Exemption Under the California Environmental Quality Act in Connection Therewith. (Staff: Darin Hendren, Chief of Police) Item: 9.C. MOORPARK CITY COUNCIL AGENDA REPORT TO: Honorable City Council FROM: Darin Hendren, Chief of Police DATE: 07/17/2024 Regular Meeting SUBJECT: Consider Authorizing the City Manager to Execute a Municipal Facility License Agreement with Flock Safety for Placement of Automated License Plate Recognition Cameras on City Streetlight Poles Funded by the Ventura County Sheriff’s Office via a Grant Received from the California Organized Retail Theft Prevention Grant Program and Making a Determination of Exemption under the California Environmental Quality Act in Connection Therewith SUMMARY In September 2023, the Ventura County Sheriff’s Office (VCSO) was awarded grant funding by the California Organized Retail Theft (ORT) Prevention Grant Program to combat and prevent ORT activity throughout Ventura County. In addition to personnel costs, the grant also provided funding for the purchase of investigative tools and resources. One tool in addressing ORT activity is the use of Automated License Plate Reader (ALPR) cameras to aid in identifying vehicles associated to theft suspects. ALPR’s capture photographs of vehicle license plates and can also categorize vehicles by physical descriptions and unique features. The grant will pay for 100 ALPR cameras that will be deployed at fixed locations throughout Ventura County, including Moorpark. The use of ALPR technology is a valuable investigative tool that recently aided in the identification and prosecution of ORT suspects in Moorpark. The addition of ALPR’s in Moorpark will enhance Sheriff Deputies ability to hold law violators accountable for their actions, thereby reducing the frequency of retail establishments in Moorpark being victimized by ORT groups. BACKGROUND In November 2014, California voters approved Proposition 47, which among other things increased the value for misdemeanor theft from less than $400 to less than $950. The minimum value for felony theft was increased from a minimum of $400 to a minimum of $950. Proposition 47 also removed Penal Code Section 666 – Petty theft Item: 9.C. 29 Honorable City Council 07/17/2024 Regular Meeting Page 2 with a prior, which allowed for the felony prosecution of a misdemeanor theft suspect if the suspect had a previous theft-related conviction. The increased threshold for felony theft and the removal of Penal Code 666, have contributed to an increase in retail thefts from retail establishments since the passage of Proposition 47. In Ventura County, victims suffer approximately $10 million yearly loss related to organized retail thefts, vehicle and vehicle part thefts, and cargo thefts. In September 2023, the VCSO was awarded grant funding from the California Retail Theft Prevention Grant Program. The grant covers the period beginning October 1, 2023, and ending June 1, 2027. . The award of the grant formalizes a large-scope, coordinated effort involving all law enforcement agencies in Ventura County to prevent and combat organized retail thefts, vehicle and vehicle part thefts, and cargo thefts. The grant funding allowed for the creation of the Ventura County Organized Retail Theft Task Force (VCORTTF) that is comprised of one Ventura County Sheriff’s Sergeant, one Port Hueneme Police Department Sergeant, four Ventura County Sheriff’s Office Detectives, one Simi Valley Police Department Detective, and one Detective position that is currently unfilled. In addition to providing funding for the personnel assigned to the VCORTTF, the grant also includes funding for: retailer / public outreach and education, purchase of crime analytics software, 10 electronic sign board trailers and equipment, and 100 ALPR cameras. The ALPR cameras will be distributed throughout areas of the county that are both within and outside of corporate limits of the cities. Moorpark would receive 15 ALPR cameras. The VCORTTF has selected the Flock Safety - Falcon Series ALPR camera for distribution throughout the county. The Flock Safety - Falcon Series ALPR camera can be mounted on any roadside utility or streetlight pole and is solar powered, eliminating the need for a hardwired power source. Flock Safety representatives will install, remove, and perform any maintenance necessary on the ALPR cameras, which is included in the annual lease fee of approximately $3,300 and paid for by the grant. The Flock Safety - Falcon Series ALPR cameras are able to provide images that identify vehicles by license plate number, make, color, or vehicle decals, transforming captured images into actionable and searchable evidence. The VCSO has entered into a 36-month contract with Flock Safety to provide 100 Falcon Series ALPR cameras. The contract began on June 1, 2024 and concludes on May 31, 2027. At the conclusion of the Flock Safety contract with VCSO (May 31, 2027), Flock Safety will remove all of the ALPR cameras. The Flock Safety ALPR cameras for Moorpark are scheduled to be installed in the following areas: 1) E/B Los Angeles Avenue / Hitch Boulevard (not in City limits) 2) W/B Los Angeles Avenue / Montair Drive 3) S/B Walnut Canyon Road / Championship Drive 4) E/B Los Angeles Avenue / Miller Parkway 5) W/B Los Angeles Avenue / Miller Parkway 30 Honorable City Council 07/17/2024 Regular Meeting Page 3 6) W/B Los Angeles Avenue / Moorpark Avenue 7) E/B Los Angeles Avenue / SR 23 Freeway 8) N/B Princeton Avenue / SR 118 Freeway 9) S/B Princeton Avenue / Condor Drive 10) N/B Collins Drive / SR 118 Freeway 11) W/B Tierra Rejada Road / SR 23 Freeway 12) N/B Moorpark Road / Read Road (not in City limits) 13) S/B Tierra Rejada Road / Countrywood Drive 14) W/B Tierra Rejada Road / Peach Hill Road 15) N/B Grimes Canyon Road / Turfway Road (not in City limits) The data collected by the Flock Safety ALPR cameras will be stored in the secure Flock Safety database for one year. The data will automatically be deleted from the database after one year. ALPR data that is evidence and related to a criminal case can be downloaded from the Flock Safety database and booked as evidence with VCSO to ensure it is available when the criminal case goes to trial. The secure database is maintained by Flock Safety and users are issued unique sign in credentials to access the information contained within the database. Users are also required to provide specific case or report numbers to search within the database. User login and database inquiries are logged within the system and are able to be audited to ensure policy compliance. Flock Safety users have searchable access of all shared data collected and stored within the Flock Safety database. The VCSO has elected to share Flock Safety ALPR data with other law enforcement agencies within California only, to ensure compliance with California Government Code 7284.6 (California Values Act 2017). California Government Code 7284.6 prevents California state and local law enforcement agencies from using their resources on behalf of federal immigration agencies. The program will be implemented and administered by VCSO, City staff will not have access to the Flock System nor be designated as Flock Safety users. The Moorpark Police Department has been utilizing ALPR cameras affixed to three patrol vehicles in the City of Moorpark for approximately 10 years. VCSO Policy 429 (Attachment 1) governs the use and storage of ALPR data and is compliant with California Civil Codes 1798.90.5 – 1798.90.53. DISCUSSION Moorpark retailers are not immune from the effects of ORT activities, many Moorpark retailers have been victimized and continue to be victimized by ORT suspects. Patrol Deputies do their best to provide extra patrols in shopping centers and be highly visible to prevent criminal conduct, but calls for service and other duties routinely take them away from monitoring shopping centers and retail establishments. The use of Flock Safety ALPR cameras would significantly improve the Moorpark Police Department’s ability to identify vehicles associated to theft suspects and further investigations. 31 Honorable City Council 07/17/2024 Regular Meeting Page 4 ALPR’s are an effective tool for law enforcement and widely used by many agencies locally and across the country. As an example of their overall effectiveness, recently a Moorpark retailer experienced an ORT incident where suspects stole several hundred dollars’ worth of baby formula. Detectives learned the same suspects were involved in thefts from two retail establishments in Simi Valley, targeting baby formula, prior to the theft in Moorpark. Detectives were able to use ALPR data collected by ALPR cameras in Simi Valley to identify the suspect’s vehicle and license plate number. The suspect’s vehicle was registered to an address outside of Ventura County. Detectives used the vehicle license plate number to create an alert in the ALPR system, allowing the detectives to receive an alert if the vehicle license plate was captured in Ventura County in the future. Several days later the vehicle license plate was captured in Simi Valley, near the same retail establishment that was victimized several days prior. Shortly thereafter, Simi Valley Police Dispatch received a call for service reporting a theft had occurred at the retail establishment. Moorpark Detectives immediately went to the second retail establishment in Simi Valley that had been victimized several days prior and the Moorpark location. Moorpark Detectives caught the suspects as they walked out of the Simi Valley location, after having committed another theft of several hundred dollars’ worth of baby formula. Three suspects were responsible for five thefts targeting baby formula and all were arrested. Use of the ALPR data and alert was instrumental in identifying the suspect vehicle and apprehending the suspects. Because the City owns streetlights on which Flock Safety and VCSO are requesting to install ALPRs, City permission is required. A draft Municipal Facility License Agreement to grant such permission is provided as Attachment 3. The Agreement contains provisions to ensure that Flock Safety obtains necessary permits, completes a structural analysis to ensure that the streetlight poles can sufficiently support the ALPRs, and provides the City with insurance and liability protection in the event damage is caused by an ALPR or related components. Staff is requesting the City Council authorize the City Manager to enter into a Municipal Facility License Agreement with Flock Safety, subject to final language approval by the City Manager and City Attorney. ENVIRONMENTAL DETERMINATION This action is categorically exempt from the California Environmental Quality Act (CEQA) as defined by Section 15301 of the State CEQA Guidelines, as a minor alteration of an existing public structure or facility. Therefore, no further environmental review is required. FISCAL IMPACT There is no fiscal impact to the City. All costs associated with the installation, removal, and lease of the Flock Safety ALPR cameras will be paid for by the California Organized Retail Theft Prevention Grant Program funding that was received by VCSO. 32 Honorable City Council 07/17/2024 Regular Meeting Page 5 COUNCIL GOAL COMPLIANCE This action does not support a current strategic directive. STAFF RECOMMENDATION Authorize the City Manager to enter into a Municipal Facility License Agreement with Flock Safety to attach ALPR cameras on City of Moorpark streetlight poles, subject to final language approval by the City Manager and City Attorney, an Making a Determination of Exemption under the California Environmental Quality Act in Connection Therewith. Attachment 1: Ventura County Sheriff’s Office Policy 429 Attachment 2 : Draft Municipal Facility License Agreement Attachment 3 : ALPR Technical Specifications Attachment 4 : Map of ALPR Locations 33 Policy 429 Ventura County Sheriff's Office Ventura County SO Policy Manual AUTOMATED LICENSE PLATE READERS (ALPRs) 429.1 PURPOSE AND SCOPE The purpose of this usage and privacy policy is to provide guidance for the capture, storage and use of digital data obtained through the use of Automated License Plate Reader (ALPR) technology. ALPR technology allows for the automated detection of license plates. It is used by the Ventura County Sheriff's Office to convert data associated with vehicle license plates for official law enforcement purposes, including identifying stolen or wanted vehicles, stolen license plates and missing persons. It may also be used to gather information related to active warrants, homeland security, electronic surveillance, suspect interdiction and stolen property recovery. 429.1.1 ADMINISTRATION All installations and maintenance of ALPR equipment, as well as ALPR data retention and access, shall be managed by the Operations Assistant Sheriff. The Operations Assistant Sheriff will assign personnel to administer the day-to-day operation of the ALPR equipment and data. The Professional Standards Captain, in conjunction with the ALPR oversight manager, shall be responsible for developing guidelines and procedures to comply with the requirements of Civil Code Section 1798.90.5 This shall include: (a)A description of the job title or other designation of the employees and independent contractors who are authorized to use or access the ALPR system or to collect ALPR information. (b)Training requirements for authorized users. (c)A description of how the ALPR system will be monitored to ensure the security of the information and compliance with applicable privacy laws. (d)Procedures for system operators to maintain records of access in compliance with Civil Code Section 1798.90.52. (e)The title and name of the current designee overseeing the ALPR operation. (f)Ensuring retention and destruction of ALPR data is compliant with the records retention policy. (g)Ensuring this policy and related procedures are posted on the department's website. 429.2 ALPR OPERATION Use of an ALPR is restricted to the purposes outlined below. Department personnel shall not use, or allow other to use, the equipment or database records for any unauthorized purpose. (Civil Code Section 1798.90.51 & 1798.90.53): (a)Designated Sworn and Professional staff trained on the use of ALPR may gather data using this technology. Copyright Lexipol, LLC 2024/03/08, All Rights Reserved. Published with permission by Ventura County Sheriff's Office AUTOMATED LICENSE PLATE READERS (ALPRs) - 372 ATTACHMENT 1 34 Ventura County Sheriff's Office Ventura County SO Policy Manual Ventura County SO Policy Manual AUTOMATED LICENSE PLATE READERS (ALPRs) (b)Only designated staff engaged in official duties, conducting audits of ALPR, or database maintenance will have access to ALPR data. (c)An ALPR shall only be used for official and legitimate law enforcement business. (d)An ALPR may be used in conjunction with any routine patrol operation or criminal investigation. Reasonable suspicion or probable cause is not required before using an ALPR. (e)While an ALPR may be used to canvass license plates around any crime scene, particular consideration should be given to using ALPR-equipped cars to canvass areas around homicides, shootings and other major incidents. Partial license plates reported during major crimes should be entered into the ALPR system in an attempt to identify suspect vehicles. (f)No member of this department shall operate ALPR equipment or access ALPR data without first completing department approved training. (g)No ALPR operator may access department, state or federal data unless authorized to do so. (h)Deputies shall visually verify the vehicle's license plate to ensure the ALPR read the plate correctly. Deputies shall confirm the alert/want is still active with Sheriff's Dispatch prior to stopping a vehicle based upon the LPR alert alone. (i)In the event that an ALPR misreads a license plate, the operator of that system shall notify the Crime Analysis Unit to correct the data. The Crime Analysis Unit is charged with correcting data errors. 429.3 ALPR DATA COLLECTION AND RETENTION The ALPR Server will be set to retain data for five (5) years, unless it is being used for a criminal or civil action. When data is retained for this purpose the data shall be maintained until the disposition of the case, including any appeal or administrative due process periods. In these circumstances the data should be removed from the server and stored on portable media and appropriately booked/retained. 429.4 ACCOUNTABILITY AND SAFEGUARDS All saved data will be closely safeguarded and protected by both procedural and technological means. The Ventura County Sheriff's Office will observe the following safeguards regarding access to and use of the stored data: (a)All stored ALPR data shall only be accessible through a login/password-protected process capable of documenting all access to the information by user, date and time (Civil Code Section 1798.90.52) (b)ALPR system audits should be conducted on a regular basis. 429.5 TRAINING The ALPR oversight manager shall ensure that employees receive department-approved training to use or access the ALPR system (Civil Code Section 1798.90.51 & 1798.90.53). Copyright Lexipol, LLC 2024/03/08, All Rights Reserved. Published with permission by Ventura County Sheriff's Office AUTOMATED LICENSE PLATE READERS (ALPRs) - 373 35 Ventura County Sheriff's Office Ventura County SO Policy Manual Ventura County SO Policy Manual AUTOMATED LICENSE PLATE READERS (ALPRs) 429.6 PRIVACY STATEMENT & POLICY The Policy of the Ventura County Sheriff's Office is to utilize ALPR technology to capture and store digital license plate data and images while recognizing the established privacy rights of the public. All data and images gathered by the ALPR are for the official use of this department. Because such data may contain confidential information, it is not open, nor available, to the public for review. 429.7 RELEASING ALPR DATA The Ventura County Sheriff's Office shares ALPR data with other law enforcement agencies upon the execution of an inter-agency agreement by which each agency agrees that all ALPR data will be gathered, accessed, utilized and disclosed in accordance with applicable law. Each agency, by way of the agreement, further commits to the following; (a)ALPR data shall only be accessible to authorized users for legitimate purposes. (b)Audits shall be conducted and maintained by each agency as defined by their department's policy. The Ventura County Sheriff's Office does not share ALPR data with commercial or private entities. Copyright Lexipol, LLC 2024/03/08, All Rights Reserved. Published with permission by Ventura County Sheriff's Office AUTOMATED LICENSE PLATE READERS (ALPRs) - 374 36 ATTACHMENT 2 MUNICIPAL FACILITY LICENSE AGREEMENT THIS MUNICIPAL FACILITY LICENSE AGREEMENT (the “Agreement”) is dated as of _________________, 2024 (the date fully executed by all parties, referred to herein as “Effective Date”), and entered into by and between THE CITY OF MOORPARK, a California municipal corporation (the “Licensor” or “City”), and FLOCK GROUP, INC., a corporation (“Licensee”). Licensor and Licensee are referred to herein collectively as the “Parties” or individually as a “Party.” Recitals A. WHEREAS, the Licensor is the owner of certain Municipal Facilities (as defined below) located in the Rights-of-Way (as defined below) of the City of Moorpark; and B. WHEREAS, Licensee desires to use space on certain of the Licensor’s Municipal Facilities in the Rights-of-Way (“ROW”) to construct, attach, install, operate, and maintain its Equipment (as defined below); and C. WHEREAS, Licensor is willing to allow Licensee to use and physically occupy portions of the Municipal Facilities in the ROW subject to the terms and conditions of this Agreement. Agreement NOW, THEREFORE, the parties agree to the following covenants, terms, and conditions: 1. DEFINITIONS. The following definitions shall apply generally to the provisions of this Agreement: 1.1 “Equipment” means Flock Safety Falcon license plate recognition cameras and any associated mounting hardware. 1.2 “Make-Ready Work” means the work required on or in a Municipal Facility to create space for the Equipment, and/or replacing and/or reinforcing the existing Municipal Facility to accommodate Equipment including, but not limited to, rearrangement or transfer of existing Equipment and the facilities of other entities, and Municipal Facility relocation and replacement if applicable. 1.3 “Municipal Facilities” means Licensor-owned structures, objects, and equipment in the ROW or on other City-owned property, including, but not limited to, street lights, lighting fixtures, or electroliers located within the ROW or on other City-owned property, and may refer to such facilities in the singular or plural, as appropriate to the context in which used. The term does not include traffic control structures or decorative poles. 1.4 “Person” means and includes any individual, partnership of any kind, corporation, limited liability company, association, joint venture, or other organization, however formed, as well as trustees, heirs, executors, administrators, or assigns, or any combination of such persons. 37 - 2 - 1.5 “Right(s)-of-Way” or “ROW” means the improved or unimproved surface or subsurface of any public street, or similar public way of any nature, dedicated or improved for vehicular, bicycle, and/or pedestrian related use. Right-of-Way includes public streets, roads, lanes, alleys, sidewalks, medians, parkways, public utility easements, and landscaped lots. The Public Right-of-Way does not include private streets or landscaped lots. 2. TERM. 2.1 Term. The initial term of this Agreement shall be from the Effective Date and ending on May 31, 2027, unless sooner terminated as provided herein. Provided that Licensee is not in default of the Agreement or any Supplement following written notice and the expiration of any applicable cure period, this Agreement may be extended by mutual written agreement. Any holding over after the termination or expiration of the Term shall constitute a default by Licensee, notwithstanding that Licensor may elect to accept one or more payments of fees from Licensee after such default occurs. 3. REPRESENTATION CONCERNING SERVICES; NO AUTHORIZATION TO PROVIDE OTHER SERVICES. Licensee represents, warrants, and covenants that its Equipment installed pursuant to this Agreement and each Supplement will be utilized solely for providing the Services, and Licensee is not authorized to and shall not use its Equipment installed on Municipal Facilities to offer or provide any other services not specified herein without Licensor consent. At any time that Licensee ceases to operate as a provider of Services under federal or state law, it shall provide written notice of the same to Licensor within seven (7) days of such cessation, at which time the Licensor shall have the option, in its sole discretion and upon six (6) months’ written notice to Licensee, to terminate this Agreement and to require the removal of Licensee’s Equipment from the ROW and from Municipal Facilities, including the cost of any site remediation, at no cost to the Licensor, without any liability to Licensee related directly or indirectly to such termination. 4. SCOPE OF AGREEMENT. Licensee may only use Municipal Facilities pursuant to an approved Supplement and subject to all applicable requirements of the City. In the event of any conflict between the terms of this Agreement or any Supplement, the terms of this Agreement shall control. Any and all rights expressly granted to Licensee under this Agreement shall be exercised at Licensee’s sole cost and expense, and shall be subject to the restrictions set forth herein. 4.1 Attachment to Municipal Facilities. Subject to the conditions herein, Licensor hereby authorizes and permits Licensee to locate, place, attach, install, operate, maintain, control, remove, reattach, reinstall, relocate, and replace Equipment on identified Municipal Facilities located in the ROW. 4.1.1 Licensee will submit to the authorized representative of the Licensor an application on a form required by Licensor and which identifies the Equipment and the Municipal Facilities Licensee proposes to use. 4.1.2 Licensor may, consistent with applicable law, approve, approve with conditions, or disapprove an Application in its sole discretion; provided however, that Licensor shall not unreasonably delay its decision. Any approved Equipment shall be included as part of the applicable Supplement. 38 - 3 - 4.1.3 Before any Equipment is placed on a Municipal Facility, a structural analysis must be conducted by a qualified engineer to demonstrate that the Municipal Facility has enough structural integrity to accommodate the proposed Equipment. This structural analysis must show that, after the proposed Equipment is installed, the Municipal Facility retains the same structural integrity and strength, including but not limited to wind resistance and stability. Structural calculations must be provided. Any holes drilled into the Municipal Facility must be treated to prevent rust. 4.1.4 Licensee shall be solely responsible for obtaining and maintaining the provision of electricity and communications to the Equipment, including, but not limited to, making payments to electric utilities and installation of separate electric meters in compliance with all Licensor’s requirements and design standards. Unless approved by the City in writing, Licensee is not allowed to connect to the City power supply, or use City power in any way. Licensee shall not be permitted to utilize above ground electric meters except in the event that the electricity provider cannot provide flat rate electricity in connection with the use of Licensee’s Equipment. 4.2 Additional Authority. This Agreement is not an authorization to use the Right-of- Way. Nothing in this Agreement shall limit in any way, or is a substitute for, Licensee’s obligation to obtain any additional required franchises, authorizations, approvals or permits from any City department, board, commission, or other governmental agency that has authority over the Licensee’s activities involving use of the Municipal Facilities in the ROW or limit the Licensor’s exercise of rights that it may have in connection with the grant or exercise of such franchises, authorizations, approvals or permits, whether or not such activities involve Services. 4.3 No Interference. Licensee acknowledges and agrees that the primary purpose of the Municipal Facilities is to serve the Licensor and the public. In the performance and exercise of its rights and obligations under this Agreement, Licensee shall not interfere in any manner with Licensor’s own services or the existence and operation of any and all public and private rights-of- way, sanitary sewers, water mains, storm drains, gas mains, poles, aerial and underground electrical and telephone wires, traffic signals, communication facilities owned by the Licensor, electroliers, cable television, location monitoring services, public safety and other then existing telecommunications equipment, utilities, or municipal property, without the express written approval of the owner or owners of the affected property or properties, except as permitted by applicable laws or this Agreement. If such interference should occur, Licensee shall discontinue using the Equipment, methodology, or technology that causes the interference until such time as Licensee takes corrective measures to eliminate such interference. In the event that such interference does not cease promptly, Licensee acknowledges that continuing interference may cause irreparable injury and harm, and therefore, in addition to any other remedies, and without limitation of any other remedy, Licensor shall be entitled to seek temporary and permanent injunctions against the breach of this Subsection. Notwithstanding the foregoing, Licensor and Licensee agree to work in good faith with each other and any other affected party to resolve any interference to or by Licensee. 4.4 Permits; Default. In addition to any other remedies available hereunder, whenever Licensee is in default of this Agreement or an applicable Supplement, after notice and applicable cure periods, Licensor may deny further encroachment, excavation, or similar permits for work in 39 - 4 - connection with installations under this Agreement until such time as Licensee cures all of its defaults. 4.5 Compliance with Laws. Licensee shall comply with all Laws in the exercise and performance of its rights and obligations under this Agreement. 4.6 Non-Exclusive Use Rights. Notwithstanding any other provision of this Agreement, any and all rights expressly or impliedly granted to Licensee under this Agreement shall be non-exclusive, and shall be subject and subordinate to (1) the continuing right of the Licensor to use, and to allow any other person or persons to use, any and all parts of the ROW or Municipal Facilities, exclusively or concurrently with any other person or persons, and (2) the public easement for streets and any and all other deeds, easements, dedications, conditions, covenants, restrictions, encumbrances, and claims of title (collectively, “Encumbrances”) which may affect the ROW or Municipal Facilities now or at any time during the term of this Agreement, including, without limitation any Encumbrances granted, created, or allowed by the Licensor at any time. 5. COMPENSATION. Licensee shall be solely responsible for the payment of all lawful fees in connection with Licensee’s performance under this Agreement, including, but not limited to, those set forth below. 5.1 Permit Fees. Licensee shall be responsible for paying all costs associated with City review, processing and inspection as part of all permit applications filed for the installation, modification, maintenance and removal of Equipment on identified Municipal Facilities located in the ROW, including Encroachment Permits needed to temporarily close traffic lanes or sidewalks to during installation and maintenance activities. 6. CONSTRUCTION. Licensee shall comply with all applicable federal, state, and local codes related to the construction, installation, operation, maintenance, and control of Licensee’s Equipment installed on Municipal Facilities. Except as otherwise provided herein, Licensee shall not attach, install, maintain, or operate any Equipment on Municipal Facilities without the prior written approval of an authorized representative of the Licensor for each location as evidenced in a signed Supplement. Licensee shall keep the Municipal Facilities free and clear from any liens arising out of any work performed, material furnished, or obligations incurred by or for Licensee. Licensee shall ensure that its employees, agents or contractors which perform work in furtherance of this Agreement are adequately licensed, trained and skilled to access Municipal Facilities in accordance with all applicable industry and governmental standards and regulations 6.1 Installation and Operation. Within thirty (30) days of the completion of each installation, Licensee shall promptly furnish to Licensor a current list and map that identifies the exact location of the Equipment in or on the Municipal Facility. 6.2 Design Standards. Licensor’s Equipment shall comply with the design standards and requirements adopted by Licensor, which Licensor, in its sole discretion, may update from time to time. Each Supplement application must comply with the design standards applicable at the time of the application. 40 - 5 - 6.3 Obtaining Required Permits. Licensee acknowledges that in addition to a signed Supplement, each installation of Equipment and maintenance thereof shall also be subject to then- current City permitting requirements as set out in the City’s Municipal Code. Licensee agrees to comply with the current applicable ordinances regarding such installations and maintenance as well as any future regulations that may be adopted by the City related to such installations and maintenance. Licensee shall apply for the appropriate permits and pay any standard and customary permit fees. 6.4 Relocation and Displacement of Equipment. 6.4.1 This Agreement creates no right for Licensee to receive any relocation assistance or payment for any reason under the Relocation Assistance Act, the Uniform Relocation Assistance Act, or under any existing or future law upon any termination of tenancy. 6.4.2 Licensee understands and acknowledges that Licensor may require Licensee to relocate one or more of its Equipment installations. Licensee shall at Licensor’s direction and upon as much notice as possible under the circumstances but no less than one hundred twenty (120) days’ prior written notice to Licensee, relocate such Equipment at Licensee’s sole cost and expense whenever Licensor reasonably determines that the relocation is needed for any of the following purposes: (a) if required for the construction, modification, completion, repair, relocation, or maintenance of a Licensor or other public agency project; (b) because the Equipment is interfering with or adversely affecting proper operation of Licensor-owned Municipal Facilities; or (c) to protect or preserve the public health or safety, including, but not limited to, the safe or efficient use of rights-of-way. In any such case, Licensor shall use reasonable efforts to afford Licensee a reasonably equivalent alternate location. If Licensee shall fail to relocate any Equipment as requested by the Licensor within the prescribed time, Licensor shall be entitled to remove or relocate the Equipment at Licensee’s sole cost and expense, without further notice to Licensee. Licensee shall pay to the Licensor actual costs and expenses incurred by the Licensor in performing any removal work and any storage of Licensee’s property after removal within thirty (30) days of the date of a written demand for this payment from the Licensor. 6.4.3 To the extent the Licensor has actual knowledge thereof, the Licensor will attempt promptly to inform Licensee of the displacement or removal of any Municipal Facility on which any Equipment is located. 6.5 Relocations at Licensee’s Request. In the event Licensee desires to relocate any Equipment from one Municipal Facility to another, Licensee shall so advise Licensor. Licensor will use reasonable efforts to accommodate Licensee by making another reasonably equivalent Municipal Facility available for use in accordance with and subject to the terms and conditions of this Agreement. Licensor may require Licensee to submit an application and/or enter into a new Supplement for the prospective relocation site. Licensee shall be liable for all costs of relocation, including any costs which Licensor may incur. 41 - 6 - 6.6 Make Ready 6.6.1 Make Ready Work and Costs. (a) Licensee shall bear responsibility for all Make-Ready Work. If a Person other than Licensee or Licensor would have to rearrange or adjust any of its facilities in order to accommodate new Equipment, Licensee shall be responsible, at Licensee’s sole expense, to coordinate such activity. Licensee shall be responsible for directly paying such other Person for its charges for the same. If Licensee is requested by another Person, in comparable circumstances, to relocate or adjust any Equipment to accommodate that Person’s facilities, subject to Licensor’s written approval of such relocation, Licensee shall reasonably cooperate with such request. (b) Construction, installation, and operation of the Equipment shall be conditioned on the completion of all Make-Ready Work needed to establish full compliance with all applicable Laws, and with Licensor’s regulatory rules and engineering standards, including the requirement that Licensee obtain an encroachment permit before starting any Make-Ready Work; provided, however, that Licensee shall not be responsible for any third-party or Licensor costs necessary to correct third party or Licensor attachments that are non-compliant at the time of Licensee’s Application. 6.6.2 Notification of Completion of Installation. Within twenty (20) business days of completing the installation of Equipment on each Municipal Facility, Licensee shall notify Licensor of such completion. 6.7 Damage, Maintenance & Repair. 6.7.1 Licensee shall, at its sole cost and expense and to the satisfaction of the Licensor: (a) remove, repair, or replace any of its Equipment that is damaged or becomes detached; and/or (b) repair any damage to ROW, Municipal Facilities, or other property, whether public or private, caused by Licensee, its agents, employees, or contractors in their actions relating to attachment, operation, repair, or maintenance of Equipment. Licensee shall complete such removal, repair, or replacement within thirty (30) days’ of written notice or other longer period of time reasonably necessary to complete such work as determined by Licensor. 6.7.2 If a Municipal Facility falls or is damaged such that there is an imminent threat of harm to persons or property, then the Licensor may cause the Facility to be removed to the side of the street or a location that Licensor believes reasonably eliminates the risk of such imminent threat of harm to persons or property. Licensor shall not be required to replace or repair the Facility except as Licensor shall within its complete discretion determine to do so and then at the time schedule that Licensor determines. Licensor shall, however, provide written notice to Licensee that the Facility has been damaged and, if applicable removed. 6.7.3 If Licensee does not remove, repair, replace, or otherwise remediate such damage to its Equipmentor to the ROW, Municipal Facilities, or other property as required in this Section 6.7, the Licensor shall have the option to perform or cause to be performed such removal, repair, or replacement on behalf of Licensee and shall charge Licensee for the actual costs incurred by the Licensor. If such damage causes a public health or safety emergency, as reasonably determined by Licensor, Licensor may immediately perform reasonable and necessary repair or 42 - 7 - removal work on behalf of Licensee and will notify Licensee as soon as practicable; provided, however, that such repair work shall not include any technical work on Licensee’s Equipment. Licensor shall have no obligation to maintain or safeguard the Equipment. 6.7.4 Upon the receipt of a written demand for payment by the Licensor pursuant to this Section 6.7, Licensee shall within thirty (30) days of such receipt reimburse the Licensor for such costs. 6.7.5 The terms of this Section 6.7 shall survive the expiration termination of this Agreement. 6.8 Change in Equipment. If Licensee desires to install Equipment which is different in any material way from the then-existing and approved Equipment, then Licensee shall first obtain the written approval for the use and installation of such Equipment from an authorized representative of the Licensor. Any such approval shall take the form of an amendment to the applicable Supplement. In addition to any other submittal requirements, and if requested by Licensor, Licensee shall provide “load” (structural) calculations for all Equipment changes. Notwithstanding the foregoing, Licensor’s approval and/or a new Supplement for modifications shall not be required in connection with routine maintenance or modifications that consist of upgrades or replacement of “like-kind” Equipment which is substantially similar (or smaller in size) in appearance, dimensions, and weight to the then-existing and approved Equipment. In addition to the foregoing, Licensee shall comply with any other applicable City permitting or approval process for the Equipment change. 6.9 Unauthorized Equipment. If Licensor discovers any Equipment has been installed on Municipal Facilities without authorization pursuant to a Supplement, Licensor may remove the unauthorized Equipment at Licensee’s expense. If Licensor removes such unauthorized Equipment, such Equipment shall become the property of Licensor, who shall have sole rights over such Equipment’s disposition. Licensor’s removal of unauthorized Equipment shall not release Licensee from its obligation to pay those invoiced fees accruing pursuant to this Section. 6.10 Termination of a Supplement. 6.10.1 Licensee shall have the right to terminate any Supplement on thirty (30) days’ notice to Licensor. In the event of such termination, removal of Equipment associated with the terminated Supplement shall be governed by Section 6.11 below. 6.10.2 Licensor shall have the right to terminate any Supplement in any of the following circumstances: (a) if Licensor determines the covered Equipment has been inoperative, or abandoned, for sixty (60) consecutive days; (b) if Licensee’s operation under a particular Supplement is deemed by Licensor to endanger or pose a threat to the public health, safety, or welfare or interfere with the normal day-to-day operation of any Licensor department or service; or (c) Licensor is mandated by law, a court order or decision, or the federal, state, or local government to take certain actions that will cause or require the removal of any Equipment. Licensor shall provide written notice to Licensee regarding its intent to terminate the applicable Supplement pursuant to this Section, after which Licensee shall have thirty (30) days to cure. If 43 - 8 - Licensee does not cure within thirty (30) days following notice, Licensor may then terminate the applicable Supplement upon written notice to Licensee. 6.11 Removal of Equipment. Within sixty (60) days after the expiration or earlier termination of a Supplement, Licensee shall promptly, safely, and carefully remove the Equipment covered by the terminated or expired Supplement from the applicable Municipal Facility and ROW. Within ninety (90) days after the expiration or earlier termination of this Agreement, Licensee shall promptly, safely, and carefully remove all Equipment from all applicable Municipal Facilities and ROW. If Licensee fails to complete removal work pursuant to this Section, then the Licensor, upon written notice to Licensee, shall have the right at the Licensor’s sole election, but not the obligation, to perform this removal work and charge Licensee for the actual costs and expenses, including, without limitation, reasonable administrative costs. Licensee shall pay to the Licensor actual costs and expenses incurred by the Licensor in performing any removal work and any storage of Licensee’s property after removal within thirty (30) days of the date of a written demand for this payment from the Licensor. After the Licensor receives the reimbursement payment from Licensee for the removal work performed by the Licensor, the Licensor shall promptly make available to Licensee the property belonging to Licensee and removed by the Licensor pursuant to this Section at no additional liability to the Licensor. If the Licensor does not receive reimbursement payment from Licensee within such thirty (30) days, or if Licensor does not elect to remove such items at the Licensor’s cost after Licensee’s failure to so remove pursuant to this Section, or if Licensee does not remove Licensee’s property within thirty (30) days of such property having been made available by the Licensor after Licensee’s payment of removal reimbursement as described above, any items of Licensee’s property remaining on or about the ROW, Municipal Facilities, or stored by the Licensor after the Licensor’s removal thereof may, at the Licensor’s option, be deemed abandoned and the Licensor may dispose of such property in any manner by allowed for by Law. Alternatively, the Licensor may elect to take title to the abandoned property, and Licensee shall submit to the Licensor an instrument satisfactory to the Licensor transferring to the Licensor the ownership of such property. The provisions of this Section shall survive the expiration or earlier termination of this Agreement. 6.12 Risk of Loss. Licensee acknowledges and agrees that Licensee, subject to the terms of this Agreement, bears all risks of loss, damage, relocation, or replacement of its Equipment and materials installed in the ROW or on Municipal Facilities pursuant to this Agreement from any cause, and Licensor shall not be liable for any cost of replacement or of repair to damaged Equipment, including, without limitation, damage caused by the Licensor’s removal of the Equipment, except to the extent that such loss or damage was caused by the willful misconduct or negligence of the Licensor, including, without limitation, each of its elected officials, department directors, managers, officers, agents, employees, and contractors, subject to the limitation of liability provided in Section 7 below. 6.13 Hazardous Substances. Licensee agrees that Licensee, its contractors, subcontractors, and agents, will not use, generate, store, produce, transport, or dispose any Hazardous Substance on, under, about or within the area of a ROW or Municipal Facility in violation of any Law. Except to the extent of the negligence or intentional misconduct of Licensor, Licensee will pay, indemnify, defend, and hold Licensor harmless against and to the extent of any loss or liability incurred by reason of any Hazardous Substance produced, disposed of, or used by Licensee pursuant to this Agreement. Licensee will ensure that any on-site or off-site storage, 44 - 9 - treatment, transportation, disposal or other handling of any Hazardous Substance will be performed by persons who are properly trained, authorized, licensed and otherwise permitted to perform those services. Licensee’s obligations under this section shall survive this agreement. 6.14 Inspection. Licensor may conduct inspections of Equipment on Municipal Facilities. Except in circumstances where Licensor has special reason to be concerned about potential violations or in case of an emergency, Licensor will give Licensee thirty (30) days’ prior written notice of such inspections, and Licensee shall have the right to be present at and observe any such inspections. Licensee shall pay Licensor for its reasonable costs for safety inspections performed for the purpose of determining if a safety violation of which Licensor has provided notice to Licensee has been corrected by Licensee. 6.15 Access. Prior to Licensee accessing its Equipment during normal business hours (Monday-Friday 8:00 a.m. to 5:00 p.m.) for non-emergency purposes, Licensee shall provide email notice, at least forty-eight (48) hours in advance, to the Licensor at the following email address: PublicWorks@moorparkca.gov. If Licensee wishes to access its Equipment during weekend or holiday hours for non-emergency purposes, Licensee shall provide said email notice to Licensor at least seventy-two (72) hours in advance. In the event of an emergency at any time, Licensee will, if time permits, attempt to provide prior telephonic notice to the Licensor at the following telephone number: (805) 517-6256. 7. INDEMNIFICATION AND WAIVER. 7.1 Indemnification of City. Licensee shall defend, indemnify and hold harmless the Licensor, its elected and appointed officers, officials, Council, commissions, agents, employees and volunteers (collectively, the "indemnitees") from any and all damages, liabilities, injuries, losses, costs and expenses and from any and all claims, demands, law suits, writs and other actions or proceedings ("claims") brought against the indemnitees to: (i) challenge, attack, seek to modify, set aside, void or annul the City's approval of this Agreement, (ii) claims of any kind arising out the operation of the equipment, including the license plate recognition cameras, any data obtained from the equiprement, the use of such data, compliance with applicable laws, including but not limited to California Civil Code Section 1798.90.5 et seq., compliance with County Sheriff Policy 429, and any other law or policy, and (ii) other claims of any kind or form, whether for personal injury, death or property damage, that arise from or in connection with the permittee's or its agents', directors', officers', employees', contractors', subcontractors', licensees' or customers' acts or omissions in connection with this Agreement or the Equipment, except for claims arising from or caused by the negligence or willful misconduct of indemnitees. In the event the Licensor becomes aware of any claims, it will use best efforts to promptly notify Licensee and shall reasonably cooperate in the defense. Licensee expressly acknowledges and agrees that its indemnification obligations under this section are a material consideration that motivates the Licensor to approve this Agreement, and that such indemnification obligations will survive the expiration or other termination of this Agreement. 7.2 Waiver of Claims. Licensee waives any and all claims, demands, causes of action, and rights it may assert against the Licensor on account of any loss, damage, or injury to any Equipment or any loss or degradation of the Services as a result of any event or occurrence which is beyond the control of the Licensor. 45 - 10 - 7.3 Waiver of Subrogation. Licensee hereby waives and releases any and all rights of action for negligence against Licensor which may hereafter arise on account of damage to Equipment, Municipal Facilities, or to the ROW, regardless of whether or not, or in what amounts, such insurance is now or hereafter carried by the Licensee. This waiver and release shall apply between the parties and shall also apply to any claims under or through either party as a result of any asserted right of subrogation. All such policies of insurance obtained by Licensee concerning the Municipal Facilities, Equipment, or the ROW shall waive the insurer’s right of subrogation against the Licensor. Licensee self-insures its property insurance and in satisfaction of the waiver of subrogation requirement will include Licensor as joint loss payee to the extent of Licensor’s insurable interest which would have been covered had Licensee purchased property insurance. 7.4 Limitation on Consequential Damages. Neither party shall be liable to the other, or any of their respective agents, representatives, employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. 8. PERFORMANCE BOND. In order to secure the performance of its obligations under this Agreement, Licensee will provide the following security instrument to the Licensor: 8.1 Performance Bond. Prior to the commencement of any work under this Agreement, Licensee must provide a performance bond running to the Licensor according to this Section. Licensee shall provide a one-time performance bond in the amount of $8,000 for each Municipal Facility leased. The performance bond is conditioned upon the faithful performance by Licensee of all the terms and conditions of this Agreement and upon the further condition that, if Licensee fails to comply with any terms or conditions governing this Agreement, there shall be recoverable jointly and severally from the principal and surety of the bond any damage or loss suffered by the Licensor as a result, including, without limitation, the full amount of any compensation, indemnification, or costs of removal or abandonment of Licensee’s property, plus costs and reasonable attorneys’ fees up to the full amount of the performance bond. Licensee shall keep the performance bond in place during the term of this Agreement. 8.2 Assessment of the Bond. The performance bond may be assessed by the Licensor for any failure by Licensee to pay Licensor an amount owed under this Agreement, including, but not limited to: (a) reimbursement of costs borne by the Licensor to correct violations of the Agreement not corrected by Licensee, after Licensor provides notice and a reasonable opportunity to cure such violations, which shall include, without limitation, removal of Equipment; and (b) providing monetary remedies or satisfying damages assessed against Licensee due to a material breach of this Agreement. 8.3 Restoration of the Bond. Licensee must deposit a sum of money or a replacement instrument sufficient to restore the performance bond to its original amount within thirty (30) days after written notice from the Licensor that any amount has been recovered from the performance bond. Failure to restore the bond to its full amount within thirty (30) days will constitute a material breach of this Agreement. Licensee will be relieved of the foregoing requirement to replenish the bond during the pendency of an appeal from the Licensor’s decision to draw on the performance bond. 46 - 11 - 8.4 Required Endorsement. The performance bond is subject to the approval of the Licensor and must contain the following endorsement: “This bond may not be canceled until sixty (60) days after receipt by the Licensor, by registered mail, return receipt requested, of a written notice of intent to cancel or not to renew.” 8.5 Reservation of Licensor Rights. The rights reserved by Licensor with respect to the performance bond are in addition to all other rights and remedies Licensor may have under this Agreement or any other Law. 8.6 Admitted Surety Insurer. The surety supplying the bond shall be an “admitted surety insurer”, as defined in California Code of Civil Procedure Section 995.120 and authorized to do business in the State of California. 8.7 Cash Deposit. In lieu of obtaining a performance bond, Licensee shall have the right to instead deposit a cash deposit with Licensor securing Licensee’s obligations under this Agreement. 9. INSURANCE. Licensee shall obtain and maintain at all times during the Term (a) Commercial General Liability insurance per ISO form CG 00 01 or its equivalent with a limit, which may be met by combination of primary and excess or umbrella policies, of $2,000,000 per occurrence for bodily injury and property damage and $4,000,000 general aggregate including premises-operations, contractual liability, personal injury, and products completed operations; and (b) Commercial Automobile Liability insurance covering all owned, non-owned, and hired vehicles with a limit of $1,000,000 each accident for bodily injury and property damage. The required insurance policies shall include the Licensor, its elected/appointed officials, commission members, officers, representatives, agents, and employees as additional insured by endorsement as respects any covered liability caused in whole or in party, by Licensee’s performance of work under this Agreement. Coverage shall be in an occurrence form and in accordance with the limits and provisions specified herein. Upon receipt of notice from its insurer, Licensee shall use its best efforts to provide the Licensor with thirty (30) days prior written notice of cancellation of any required coverage that is not replaced. Licensee shall be responsible for notifying the Licensor of such cancellation. Licensee’s indemnity and other obligations shall not be limited by the foregoing insurance requirements. If Licensee fails, for any reason, to obtain or maintain insurance coverage required by this Agreement or fails to furnish certificates of insurance as detailed in Section 9.1, such failure shall be deemed a material breach of this Agreement, giving Licensor, in its discretion, the option to terminate this Agreement and obtain damages therefor. 9.1 Filing of Certificates and Endorsements. Prior to the commencement of any work pursuant to this Agreement, Licensee shall file with the Licensor the required certificate(s) of insurance with blanket additional insured endorsements, which shall state the following: (a) the policy number; name of insurance company; name and address of the agent or authorized representative; name and address of insured; project name; policy expiration date; and specific coverage amounts; (b) that Licensee’s Commercial General Liability insurance policy is primary as respects any other valid or collectible insurance that the Licensor may possess, including any self-insured retentions the Licensor may have; and any other insurance the Licensor does possess 47 - 12 - shall be considered excess insurance only and shall not be required to contribute with this insurance; and (c) that Licensee’s Commercial General Liability insurance policy waives any right of recovery the insurance company may have against the Licensor. The certificate(s) of insurance with required endorsements and notices shall be mailed to the Licensor at the address specified in Section 10 below. 9.2 Workers’ Compensation and Employer’s Liability Insurance. Licensee shall obtain and maintain at all times during the term of this Agreement statutory workers’ compensation and employer’s liability insurance as follows: (a) workers’ compensation limits as required by the Labor Code of the State of California, and (b) employer’s liability limits of $1,000,000 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease. The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy which arise from work performed by Licensee. Licensee shall furnish the Licensor with a certificate showing proof of such coverage. 9.3 Insurer Criteria. Any insurance provider of Licensee shall be admitted and authorized to do business in the State of California and shall carry a minimum rating assigned by A.M. Best & Company’s Key Rating Guide of “A-” Overall and a Financial Size Category of “VII.” 9.4 Severability of Interest. “Severability of interest” or “separation of insureds” clauses shall be made a part of the Commercial General Liability and Commercial Automobile Liability policies. 9.5 Self-Insurance. Notwithstanding the foregoing, Licensee may, in its sole discretion, self-insure any of the required insurance under the same terms as required by this Agreement. In the event Licensee elects to self-insure its obligation under this Agreement to include Licensor as an additional insured, the following conditions apply: (i) Licensor shall promptly and no later than thirty (30) days after notice thereof provide Licensee with written notice of any claim, demand, lawsuit, or the like for which it seeks coverage pursuant to this Section and provide Licensee with copies of any demands, notices, summonses, or legal papers received in connection with such claim, demand, lawsuit, or the like; (ii) Licensor shall not settle any such claim, demand, lawsuit, or the like without the prior written consent of Licensee; and (iii) Licensor shall fully cooperate with Licensee in the defense of the claim, demand, lawsuit, or the like. 10. NOTICES. 10.1 Method and Delivery of Notices. All notices pursuant to this Agreement shall be in writing and delivered personally or transmitted (a) through the United States mail, by registered or certified mail, postage prepaid; or (b) by means of prepaid overnight delivery service, addressed as follows: If to the Licensor: City of Moorpark 799 Moorpark Avenue Moorpark, CA 93021 Attn: City Manager 48 - 13 - If to Licensee: Flock Group, Inc. 1170 Howell Mill Rd NW, Ste. 210 Atlanta, GA 30318 Attn: Aaron Montez 10.2 Date of Notices; Changing Notice Address. Notices shall be deemed given upon receipt in the case of personal delivery, three days after deposit in the mail, or the next business day in the case of overnight delivery. Either party may from time to time designate any other address for this purpose by written notice to the other party delivered in the manner set forth in this Section. 11. DEFAULT; CURE; REMEDIES. 11.1 Licensee Default and Notification. This Agreement is granted upon each and every condition herein, and each of the conditions is a material and essential condition to the granting of this Agreement. Except for causes beyond the reasonable control of Licensee, if Licensee fails to comply with any of the conditions and obligations imposed hereunder, and if such failure continues for more than thirty (30) days after written demand from the Licensor to commence the correction of such noncompliance on the part of Licensee, the Licensor shall have the right to revoke and terminate this Agreement by written notice to Licensee, if such failure is in relation to the Agreement as a whole, or any individual Supplement, if such failure is in connection solely with such Supplement, in addition to any other rights or remedies set forth in this Agreement or provided by law. 11.2 Cure Period. If the nature of the violation is such that it cannot be fully cured within thirty (30) days due to circumstances not under Licensee’s control, the period of time in which Licensee must cure the violation shall be extended for such additional time reasonably necessary to complete the cure, provided that: (a) Licensee has promptly begun to cure; and (b) Licensee is diligently pursuing its efforts to cure; and (c) Licensee provides a timeline to complete its cure efforts and makes commercially reasonable efforts to respond within twenty-four (24) hours of any status request by Licensor. Licensor may not maintain any action or effect any remedies for default against Licensee, unless and until Licensee has failed to cure the breach within the time periods provided in these Sections 11.1 and 11.2. 11.3 Licensor Default. If Licensor breaches any covenant or obligation of Licensor under this Agreement in any manner, and if Licensor fails to commence to cure such breach within thirty (30) days after receiving written notice from Licensor specifying the violation (or if Licensor fails thereafter to diligently prosecute the cure to completion), then Licensee may enforce any and all of its rights and/or remedies provided under this Agreement or by Law. 12. ASSIGNMENT AND CUSTOMER EQUIPMENT. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the parties. 12.1 Licensee shall not assign this Agreement or its rights or obligations to any firm, corporation, individual, or other entity, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, upon thirty (30) days’ written notice to Licensor, Licensee may assign or transfer this Agreement and its rights, privileges or obligations granted herein (a) to any entity that controls Licensee, (b) to any parent or subsidiary 49 - 14 - of Licensee, (c) to any entity with or into which Licensee may merge or consolidate, (d) to any entity which Licensee is controlled by, or (e) to any entity purchasing all or substantially all of Licensee’s assets in the FCC market area where the Equipment is located, so long as the successor provides written confirmation to Licensor that it is then fully liable to the Licensor for compliance with all terms and conditions of this Agreement. The Licensee shall reimburse the Licensor for all direct and indirect costs and expenses actually and reasonably incurred by the Licensor in considering a request to transfer or assign this Agreement. 12.2 Licensee need not own all components of Equipment subject to this Agreement, and may permit its customers to maintain ownership of Equipment components. However, (1) all Equipment must be wholly under the control and management of Licensee; and Licensee shall be liable for all acts or omissions, and all harms associated with the Equipment whether the same are its acts or omissions, or the acts or omissions of the owner of the Equipment; and (2) Licensee acknowledges and agrees that no rights of ownership in Equipment by Licensee’s customers shall permit any such customer to enter upon, or use the any portion of the Municipal Facilities or the Equipment, in any other manner or at any other place, including to add to, or modify or install Equipment, which shall be Licensee’s sole responsibility. Further, Licensee may not install Equipment it does not own on Municipal Facilities, unless the entity for on whose behalf the Equipment has been installed acknowledges and agrees, in a form acceptable to the Licensor, that the Licensor has not granted it a consent to be in the ROW for any purpose; that it is bound by Licensee’s representations, obligations and duties hereunder; that it shall have no rights or claims against the Licensor of any sort related to the Equipment or Municipal Facilities; that its Equipment may be subject to taxes, fees or assessments as provided in the Laws or the Agreement, and that Licensor may treat any Equipment owned by such entity as if it were owned by Licensee for all purposes (including, but not limited to, removal and relocation); and the Equipment may only be used for the purposes and uses permitted herein. Such acknowledgement may be provided for all Equipment on Municipal Facilities, and need not be provided separately, site by site. 13. RECORDS; AUDITS. 13.1 Records Required by Code. Licensee will maintain complete records pursuant to all applicable Laws. 13.2 Additional Records. The Licensor may require such additional reasonable non- confidential information, records, and documents from Licensee from time to time as are appropriate in order to reasonably monitor compliance with the terms of this Agreement. 13.3 Production of Records. Licensee shall provide such records at a mutually convenient location within twenty (20) business days of a request by the Licensor for production of the same, unless additional time is reasonably needed by Licensee, in which case, Licensee shall have such reasonable time as needed for the production of the same. If any person other than Licensee maintains records on Licensee’s behalf, Licensee shall be responsible for making such records available to the Licensor for auditing purposes pursuant to this Section. 13.4 Public Records. Licensee acknowledges that information submitted to Licensor may be open to public inspection and copying under the Law, except as otherwise exempt pursuant 50 - 15 - to a provision of state law, including the California Public Records Act and Civil Code Section 1798.90.05 et seq.. 14. MISCELLANEOUS PROVISIONS. The provisions that follow shall apply generally to the obligations of the parties under this Agreement. 14.1 Waiver of Breach. The waiver by either party of any breach or violation of any provision of this Agreement shall not be deemed to be a waiver or a continuing waiver of any subsequent breach or violation of the same or any other provision of this Agreement. 14.2 Severability of Provisions. If any one or more of the provisions of this Agreement is for any reason determined to be invalid, illegal, void, voidable, or unenforceable, by a court of competent jurisdiction in a final judicial action or superseded by other lawful authority including any state or federal, legislative, regulatory or administrative authority having jurisdiction thereof, such provision(s) shall be deemed severable from the remaining provisions of this Agreement and shall not affect the legality, validity, or constitutionality of the remaining portions of this Agreement. Each party hereby declares that it would have entered into this Agreement and each provision hereof regardless of whether any one or more provisions may be declared illegal, invalid, or unconstitutional. 14.3 Contacting Licensee. Licensee shall be available to the staff employees of any Licensor department having jurisdiction over Licensee’s activities twenty-four (24) hours a day, seven days a week, regarding problems or complaints resulting from the attachment, installation, operation, maintenance, or removal of the Equipment. The Licensor may contact the Licensee’s network control center operator at (866) 901-1781, or via support@flocksafety.com. 14.4 Governing Law; Jurisdiction. This Agreement shall be governed and construed by and in accordance with the laws of the State of California, without reference to its conflicts of law principles. If suit is brought by a party to this Agreement, the parties agree that trial of such action shall be vested exclusively in the state or federal courts of jurisdiction in Ventura County, California. 14.5 Change of Law. Nothing in this Agreement shall prevent the application or enforcement of any change in law resulting from any legislative, regulatory, judicial, or other action after the Effective Date (“New Law”); including but not limited to any or all health and safety regulations (e.g., fire, building, and seismic, plumbing, and electric codes) that become applicable to the City as a whole. Notwithstanding any such New Law, the Parties agree that the Agreement shall remain in effect until the end of the Initial Term unless mutually agreed to in writing by the Parties. 14.6 Force Majeure. Except for payment of amounts due, neither Party shall have any liability for its delays or its failure of performance due to: fire, explosion, pest damage, power failures, strikes or labor disputes, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials, transportation facilities, fuel or energy shortages, or other causes reasonably beyond its control, whether or not similar to the foregoing. 51 - 16 - 14.7 “AS IS” condition of Municipal Facilities. Municipal Facilities licensed to Licensee pursuant to this Agreement are licensed to and accepted by Licensee “as is” and with all faults. The Licensor makes no representation or warranty of any kind as to the present or future condition of or suitability of the Municipal Facilities for Licensee’s use and disclaims any and all warranties express or implied with respect to the physical, structural, or environmental condition of the Municipal Facilities and their merchantability or fitness for a particular purpose. Licensee is solely responsible for investigation and determination of the condition and suitability of any Municipal Facility for Licensee’s intended use. 14.8 Representations and Warranties. Each of the parties to this Agreement represents and warrants that it has the full right, power, legal capacity, and authority to enter into and perform the party’s respective obligations hereunder and that such obligations shall be binding upon such party without the requirement of the approval or consent of any other person or entity in connection herewith, except as provided in Section 4.2 above. This Agreement shall not be revocable or terminable except as expressly permitted herein. 14.9 Amendment of Agreement. This Agreement may not be amended except pursuant to a written instrument signed by both parties. 14.10 Entire Agreement. This Agreement contains the entire understanding between the parties with respect to the subject matter herein. There are no representations, agreements, or understandings (whether oral or written) between or among the parties relating to the subject matter of this Agreement which are not fully expressed herein. In witness whereof, and in order to bind themselves legally to the terms and conditions of this Agreement, the duly authorized representatives of the parties have executed this Agreement as of the Effective Date. 14.11 Non-Exclusive Remedies. No provision in this Agreement made for the purpose of securing enforcement of the terms and conditions of this Agreement shall be deemed an exclusive remedy or to afford the exclusive procedure for the enforcement of said terms and conditions, but the remedies herein provided are deemed to be cumulative. 14.12 No Third-Party Beneficiaries. It is not intended by any of the provisions of this Agreement to create for the public, or any member thereof, a third-party beneficiary right or remedy, or to authorize anyone to maintain a suit for personal injuries or property damage pursuant to the provisions of this Agreement. The duties, obligations, and responsibilities of the Licensor with respect to third parties shall remain as imposed by state law. 14.13 Construction of Agreement. The terms and provisions of this Agreement shall not be construed strictly in favor of or against either party, regardless of which party drafted any of its provisions. This Agreement shall be construed in accordance with the fair meaning of its terms. 14.14 Effect of Acceptance. Licensee (a) accepts and agrees to comply with this Agreement and all Laws; (b) agrees that this Agreement was entered into pursuant to processes and procedures consistent with Law; and (c) agrees that it will not raise any claim to the contrary or allege in any claim or proceeding against the Licensor that at the time of acceptance of this Agreement any provision, condition or term of this Agreement was unreasonable or arbitrary, or that at the time of the acceptance of this Agreement any such provision, condition or term was void 52 - 17 - or unlawful or that the Licensor had no power or authority to make or enforce any such provision, condition, or term. 14.15 Time is of the Essence. Time is of the essence with regard to the performance of all of Licensee’s obligations under this Agreement. 14.16 Taxes. Licensee shall be responsible for payment of all fees and taxes charged in connection with the right, title, and interest in and construction, installation, maintenance, and operation of Equipment for the purposes set forth herein. 14.17 Tax Notice. Licensor hereby provides notice pursuant to California Revenue and Taxation Code Section 107.6, and Licensee acknowledges, that this Agreement may create a possessory interest and Licensee may be subject to property taxes levied on such interest, as described in California Revenue and Taxation Code Section 107.6. Licensee shall pay directly to the appropriate authority, when due, all real and personal property taxes, fees, and assessments, assessed against the area licensed and the Equipment. 14.18 Counterparts. This Agreement (and any Supplement) may be executed in multiple counterparts, including by electronic means, each of which shall be deemed an original, and all such counterparts once assembled together shall constituted one integrated instrument. [Signature page to follow.] 53 - 18 - SIGNATURE PAGE TO MUNICIPAL FACILITY LICENSE AGREEMENT IN WITNESS THEREOF, the parties hereto have caused this Agreement to be legally executed as of the Effective Date. LICENSOR: CITY OF MOORPARK __________________________________________ Troy Brown, City Manager ATTEST: ____________________________________ Ky Spangler, City Clerk APPROVED AS TO FORM CITY ATTORNEY’S OFFICE ____________________________________ Kevin Ennis, City Attorney LICENSEE: FLOCK GROUP, INC. __________________________________________ Mark Smith, General Counsel Exhibits: Exhibit A – Supplement(s) 54 A-1 EXHIBIT A FORM OF SUPPLEMENT SUPPLEMENT This Supplement (“Supplement”), is approved by Licensor this _____ day of ____________, 20____ (the date executed by all parties, referred herein as “Supplement Effective Date”). 1. Supplement. Licensee has submitted an application for approval to use a Municipal Facility pursuant to that certain Municipal Facility License Agreement between Licensor, CITY OF MOORPARK, and Licensee, FLOCK GROUP INC., dated ______________, 2024 (“Agreement”). Licensor has reviewed the Application to Use Municipal Facility and grants approval subject to the terms of this Supplement. All of the terms and conditions of the Agreement are incorporated hereby by reference and made a part hereof without the necessity of repeating or attaching the Agreement. In the event of a contradiction, modification, or inconsistency between the terms of the Agreement and this Supplement, the terms of this Supplement shall govern. Capitalized terms used in this Supplement shall have the same meaning described for them in the Agreement unless otherwise indicated herein. IF THE SUPPLEMENT IS NOT COUNTER- SIGNED BY LICENSEE AND RETURNED TO LICENSOR WITHIN 30 DAYS AFTER LICENSOR HAS GRANTED APPROVAL, THE SUPPLEMENT SHALL BE VOID AND OF NO LEGAL EFFECT. IF LICENSEE STILL WANTS TO USE THE MUNICIPAL FACILITY, LICENSEE WILL BE REQUIRED TO SUBMIT A NEW APPLICATION AND ASSOCIATED FEES. 2. Licensed Area Description and Location. Licensee shall have the right to use the space on the specific Municipal Facility (the “Licensed Area”) depicted in Attachment 1 attached hereto to install Equipment as further listed in Attachment 2 attached hereto. 3. Equipment. The Equipment to be installed at the Licensed Area is described in Attachment 2 and depicted in Attachment 1. By entering into this Supplement, Licensee agrees that the design standards required by Licensor are technically feasible and reasonably directed at accomplishing the aesthetic goals of Licensor. 4. Term. The term of this Supplement shall commence on the Supplement Effective Date and continue for the Term of the Agreement. 5. Performance Bond. The amount of the Performance Bond shall be _________. 6. Miscellaneous.____________________________________________________. [signature page follows] 55 A-2 IN WITNESS THEREOF, the parties hereto have caused this Supplement to be legally executed in duplicate, effective upon execution by both parties. Licensor: City of Moorpark By: ____________________________________ Name: ____________________________________ Title: City Engineer Date: ____________________________________ Licensee: FLOCK GROUP INC. By: ____________________________________ Name: ____________________________________ Title: ____________________________________ Date: ____________________________________ Attachments: Attachment 1 – Licensed Area Attachment 2 – Equipment List and Description 56 Tech Specs DUAL SOLAR PANELS Solar & Existing Pole Solar & Flock Pole Electric & Existing Pole CAMERA POLE License plate reading cameras that capture more evidence for your city. Voltage: 18-20V Weight: 25.73 lbs (with hardware) Length: 21.25” Width: 28” Mount: Pole top or side of existing pole Length: 8.75” Height: 5” Width: 2.875” Mounting: Adjustable band clamps Weight: 3lbs Footage: Uploads via integrated LTE Field of View: 15’ wide, 65 distance Assembly: Flock Safety in Atlanta, GADOT Breakaway Pole - 12’ installed height Diameter: 2.875” OD, 2.125” ID Material: 6061 Aluminum with black coating Alloy: 6061 Weight: 32 lbs INSTALL ANYWHERE ATTACHMENT 3 57 $77$&+0(174 58