HomeMy WebLinkAboutAGENDA REPORT 2025 0402 CC REG ITEM 10ICITY OF MOORPARK, CALIFORNIA
City Council Meeting
of April 2, 2025
ACTION APPROVED STAFF
RECOMMENDATION.
BY A. Hurtado.
I. Consider Amendments to the Municipal Facility License Agreement with Flock
Safety to Allow Flock Safety to Install Poles in the Public Right-of-Way and Affix
Automated License Plate Recognition Cameras within the City’s Right-of-Way and
Making a Determination of Exemption Pursuant to the California Environmental
Quality Act in Connection Therewith. Staff Recommendation: Authorize the City
Manager execute an amended Municipal Facility License Agreement with Flock
Safety to allow Flock Safety to install ALPR cameras on traffic signals and new
standalone poles in the City’s right-of-way, subject to final language approval by
the City Manager and City Attorney. (Staff: Darin Hendren, Chief of Police)
Item: 10.I.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Darin Hendren, Chief of Police
DATE: 04/02/2025 Regular Meeting
SUBJECT: Consider Amendments to the Municipal Facility License Agreement
with Flock Safety to Allow Flock Safety to Install Poles in the Public
Right-of-Way and Affix Automated License Plate Recognition
Cameras within the City’s Right-of-Way and Making a Determination
of Exemption Pursuant to the California Environmental Quality Act in
Connection Therewith
SUMMARY
On July 17, 2024, the City Council approved a Municipal Facility License Agreement for
the installation of Flock Safety Automated License Plate Recognition (ALPR) cameras on
City-owned streetlight poles. Flock Safety (Flock) is now requesting to install some of its
ALPR cameras on traffic signals and new standalone poles instead of on streetlights, both
of which were not allowed under the initial Agreement. To facilitate this deployment, it is
recommended that the City Council approve an amended Municipal Facility License
Agreement that allows these proposed installations.
BACKGROUND
In September 2023, the Ventura County Sheriff’s Office was awarded grant funding by
the California Organized Retail Theft (ORT) Prevention Grant Program to combat and
prevent ORT activity throughout Ventura County. A portion of the grant funding was
designated for the placement of Flock ALPR cameras in cities throughout Ventura
County. On July 17, 2024, the City Council authorized the placement of Flock ALPR
cameras on City-owned streetlights at various locations throughout the City. The
streetlights were installed by Southern California Edison and purchased by the City
several years ago. At the time of purchase, Southern California Edison provided the City
with the as-built specifications for the streetlight poles, but did not provide the as-built
specifications for the streetlight pole footings. Accordingly, Flock was not able to
complete structural analyses to ensure integrity of the streetlight poles with its ALPR
cameras installed, as required by the Agreement with the City.
Item: 10.I.
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Honorable City Council
04/02/2025 Regular Meeting
Page 2
DISCUSSION
The City and Flock have been working to ascertain the footing information for the
streetlight poles from Southern California Edison to ensure the poles can accommodate
the 29 pounds of additional weight the ALPR cameras represent. Without the footing
information, Flock is unable to conduct a structural analysis to determine if the addition of
the ALPR cameras on streetlight poles will adversely affect the structural integrity of the
poles.
As a solution, Flock has proposed installation of their ALPRs on traffic signal poles (as
distinct from traffic signal arms) and on new standalone poles in the right-of-way in the
same approximate locations that were originally identified.
The amended Municipal Facility License Agreement (Attachment 1) would allow Flock to
install ALPRs on the primary vertical poles of City-owned traffic signals (but not on traffic
signal arms) and install ALPRs on new freestanding poles in the right-of-way. Flock will
be required to remove any new poles upon expiration of the License Agreement. The
requirement for structural analyses is no longer required and has been removed. Minor
changes to reflect the new year and the new City Hall address have also been
incorporated.
Locations of the proposed ALPR cameras within the City right-of-way are provided as part
of Attachment 1. Attachment 2 shows the changes between the previous Agreement and
proposed Agreement. Technical specifications and photographs of the proposed ALPRs
and new freestanding poles are provided as Attachment 3.
ENVIRONMENTAL DETERMINATION
This action is categorically exempt from the California Environmental Quality Act (CEQA)
pursuant to Section 15301 of the State CEQA Guidelines, as a minor alteration of existing
facilities within the public right-of-way. Therefore, no further environmental review is
required.
FISCAL IMPACT
None.
COUNCIL GOAL COMPLIANCE
This action does not support a current strategic directive.
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Honorable City Council
04/02/2025 Regular Meeting
Page 3
STAFF RECOMMENDATION
Authorize the City Manager to execute an amended Municipal Facility License Agreement
with Flock Safety to allow Flock Safety to install ALPR cameras on traffic signals and new
standalone poles in the City’s right-of-way, subject to final language approval by the City
Manager and City Attorney.
Attachment 1: Amended Municipal Facility License Agreement with Flock Safety
Attachment 2: Legislative Format of amended Municipal Facility License Agreement
with Flock Safety
Attachment 3: Flock Safety Technical Specifications and Photographs of Proposed
ALPRs and New Freestanding Poles
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ATTACHMENT 1
MUNICIPAL FACILITY LICENSE AGREEMENT
THIS MUNICIPAL FACILITY LICENSE AGREEMENT (the “Agreement”) is dated as
of _________________, 2025 (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; and
D. WHEREAS, Licensor and Licensee executed a Municipal Facility License
Agreement on November 5, 2024, and now agree to replace that Municipal Facility License
Agreement in its entirety with a new Municipal Facility License 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, the primary
vertical poles of traffic signals, 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 signal arms, traffic control structures, or
decorative poles.
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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.
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.
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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.
4.1.3 Licensee is responsible to ensure that the Municipal Facility retains the
same structural integrity and strength, including but not limited to wind resistance and stability.
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 New Freestanding Poles. Licensee shall be permitted to install new freestanding
poles in the Right-of-Way as part of this License, subject to Licensor’s review and approval.
Licensee shall remove any freestanding poles, including footings, at the end of the Term of this
Agreement.
4.3 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.
4.4 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
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Licensee agree to work in good faith with each other and any other affected party to resolve any
interference to or by Licensee.
4.5 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
connection with installations under this Agreement until such time as Licensee cures all of its
defaults.
4.6 Compliance with Laws. Licensee shall comply with all Laws in the exercise and
performance of its rights and obligations under this Agreement.
4.7 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.
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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.
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.
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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
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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
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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,
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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.
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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.
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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
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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
323 Science Drive
Moorpark, CA 93021
Attn: City Manager
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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
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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
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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.
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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 4.3 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
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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.]
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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)
Exhibit B – ALPR Camera Locations
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B-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]
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B-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
334
B-1
EXHIBIT B
ALPR CAMERA LOCATIONS
335
MUNICIPAL FACILITY LICENSE AGREEMENT
THIS MUNICIPAL FACILITY LICENSE AGREEMENT (the “Agreement”) is dated as
of _________________, 20242025 (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.; and
D. WHEREAS, Licensor and Licensee executed a Municipal Facility License
Agreement on November 5, 2024, and now agree to replace that Municipal Facility License
Agreement in its entirety with a new Municipal Facility License 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, the primary
vertical poles of traffic signals, 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 signal arms, traffic control structures, or
decorative poles.
ATTACHMENT 2
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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.
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.
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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.
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,Licensee is responsible to ensure that 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.
4.1.44.2 New Freestanding Poles. Licensee shall be permitted to install new freestanding
poles in the Right-of-Way as part of this License, subject to Licensor’s review and approval.
Licensee shall remove any freestanding poles, including footings, at the end of the Term of this
Agreement.
4.24.3 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.
4.34.4 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
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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.
4.44.5 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
connection with installations under this Agreement until such time as Licensee cures all of its
defaults.
4.54.6 Compliance with Laws. Licensee shall comply with all Laws in the exercise and
performance of its rights and obligations under this Agreement.
4.64.7 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
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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.
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
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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.
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.
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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
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
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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
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
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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,
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.
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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.
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
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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.
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
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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
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:
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If to the Licensor: City of Moorpark
799 Moorpark Avenue
323 Science Drive
Moorpark, CA 93021
Attn: City Manager
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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
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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
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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.
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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 4.23 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
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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.]
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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)
Exhibit B – ALPR Camera Locations
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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]
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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
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AB-1
EXHIBIT B
ALPR CAMERA LOCATIONS
357
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
358