HomeMy WebLinkAboutItem 06 Approval of Memorandum of Understanding with Flock Group, Inc. 1%N.
ocoee
florida
AGENDA ITEM COVER SHEET
Meeting Date: June 21, 2020
Item #
Reviewed By: tita".6t-
Contact Name: Assistant Chief S. Plasencia Department Director: tr Chief Brown
Contact Number: 407-554-7223 City Manager: Robert F;-,•
Subject: Approval of Memorandum of Understanding — Flock Group i
Background Summary:
Home Owners Associations (HOAs) within the City have contracted with the Flock Group, Inc., to add
license plate readers on their community gates or entrances. Flock Group, Inc., has entered into an
agreement with the Florida Department of Law Enforcement to receive daily "hot lists" of wanted vehicle
information, if approved by a police agency. Flock Group, Inc., endeavors to share information with the
Ocoee Police Department by allowing the viewing and searching of videos recorded by Flock
technology for investigative purposes. The Police Department would use this information to further
criminal investigations and only retain videos when it becomes of evidentiary value.
Issue:
Should the Honorable Mayor and Board of City Commissioners approve the Memorandum of
Understanding with the Flock Group, Inc.?
Recommendations
Staff respectfully recommends that the Honorable Mayor and Board of City Commissioners approve the
Memorandum of Understanding for the Flock Group for the Police Department to access Flock Group
videos for investigative purposes.
Attachments:
Memorandum of Understanding Flock Group, Inc.
Financial Impact:
There are no new financial impacts to the City of Ocoee.
Type of Item: (please mark with an "x")
Public Hearing For Clerk's Dept Use:
Ordinance First Reading X Consent Agenda
Ordinance Second Reading Public Hearing
Resolution Regular Agenda
X Commission Approval
Discussion& Direction
Original Document/Contract Attached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney ana Crosb -Collier N/A
Reviewed by Finance Dept. jra e n N/A
Reviewed by () N/A
2
MEMORANDUM OF UNDERSTANDING
This Data Sharing Memorandum of Understanding(this"MOU") is entered into by and between Flock
Group, Inc. with a place of business at 2588 Winslow Drive,Atlanta, GA 30305 ("Flock")and the police
department or agency identified in the signature block below("Agency")(each a"Party, and together,
the"Parties").
Whereas,Agency desires to access Flock's technology platform(the"Flock Service")for investigative
purposes, in order to view and search videos recorded by Flock("Recordings")which are stored for no
longer than 30 days,utilizing its software for automatic license plate detection;
Whereas,Flock desires to share such videos with Agency pursuant to the following terms and conditions.
1. Purpose. To allow the Agency to utilize the Flock Services for the following purpose: [to gain
awareness with respect to the communities for which they serve to protect] (the"Purpose").
2. Access Rights to Flock Services. Subject to the terms and conditions contained in this MOU,
Flock hereby grants to Agency a non-exclusive, non-transferable right to access the features and
functions of the Flock Service during the Term (as defined below), solely for use by Authorized
Users in accordance with the terms and conditions herein. For purposes of this MOU,"Authorized
Users"will mean employees, agents, or officers of Agency accessing or using the Flock Services
for the Purpose. Agency acknowledges and agrees that, as between Agency and Flock, Agency
shall be responsible for all acts and omissions of Authorized Users, and any act or omission by an
Authorized User which, if undertaken by Agency,would constitute a breach of this MOU, shall be
deemed a breach of this MOU by Agency. Agency shall undertake reasonable efforts to make all
Authorized Users aware of the provisions of this MOU as applicable to such Authorized User's use
of the Flock Service,and shall cause Authorized Users to comply with such provisions.
3. Restrictions on Use. Agency will not,and will not permit any Authorized Users or any third party
to, (i)copy or duplicate any of the Flock Service; (ii)decompile, disassemble, reverse engineer or
otherwise attempt to obtain or perceive the source code from which any software component of any
of the Flock Service is compiled or interpreted; (iii)modify, alter, or tamper with any of the Flock
Service, or create any derivative product from any of the foregoing; (iv) interfere or attempt to
interfere in any manner with the functionality or proper working of any of the Flock Service; (v)
remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on
or contained within any of the Flock Service; or (vi) assign, sublicense, sell, resell, lease, rent or
otherwise transfer or convey, or pledge as security or otherwise encumber, Agency's rights under
Section 2. Data that the agency does not own may only be accessed for investigative purposes.
4. Ownership. As between the Parties, subject to the rights granted in this MOU, Flock and its
licensors retain all right,title and interest in and to the Flock Service, and its components and any
Recordings or data provided by Flock through the Flock Service,and Agency acknowledges that it
neither owns nor acquires any additional rights in and to the foregoing not expressly granted by
this MOU. Agency further acknowledges that Flock retains the right to use the foregoing for any
purpose in Flock's sole discretion. There are no implied rights.
1
5. Financial Implications to Agency.No financial commitment by Agency is required to access the
Flock Services or Recordings.
6. Term; Termination.
A. Term. This MOU will commence once executed by both parties and shall continue
for a period of five(5)years.
B. Termination. Flock may terminate this MOU for its convenience, and in its sole
discretion, by providing Agency thirty (30) days prior written notice of termination.
Agency may terminate this MOU for its convenience, and in its sole discretion, by
providing Flock ninety(90)days prior written notice of termination. Either party may
terminate this MOU upon written notice if the other party has breached a material term
of this MOU and has not cured such breach within thirty(30)days of receipt of notice
from the non-breaching party specifying the breach. Upon termination of this MOU,
Agency will immediately cease all use of Flock Services.
7. Indemnification. Each Party to this MOU shall assume the responsibility and liability for the acts
and omissions of its own employees, deputies, officers, or agents, in connection with the
performance of their official duties under this MOU. For tort liability purposes, no participating
Party shall be considered the agent of the other participating Party. Each Party to this MOU shall
be liable(if at all) only for the torts of its own officers, agents, or employees that occur within the
scope of their official duties. Under no circumstances shall this MOU be interpreted to create a
partnership or agency relationship between the Parties. By entering into this MOU, Agency does
not waive its rights to sovereign immunity under Florida law.
8. Limitation of Liability.
A. Limitation on Direct Damages. IN NO EVENT SHALL FLOCK'S
AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY
RELATED TO THIS MOU EXCEED $100, WITHOUT REGARD TO
WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING
NEGLIGENCE),PRODUCT LIABILITY OR OTHERWISE.
B. Waiver of Consequential Damages. IN NO EVENT SHALL FLOCK OR ITS
LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT
LIMITATION, LOSS OF DATA OR LOSS OF PROFITS, WITHOUT
REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE,
EVEN IF FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
9. Confidentiality.
A. Obligations. During the performance of services and Agency's use of the Software under
this Agreement it may be necessary for a party to provide the other with certain information
considered to be proprietary or confidential by the disclosing party. The disclosure of such
confidential information shall be subject to the following terms and conditions.
i. The term "Agency Confidential Information" shall mean any material, data,
Systems, procedures and other information of or with respect to Agency that is
not be accessible or known to the general public, including information
concerning its hardware, software, business plans or opportunities, business
strategies, finances, employees, and third-party proprietary or other information
2
that Agency treats as confidential. Flock shall not use, publish or divulge any
Agency Confidential Information except(i) in connection with Flock's provision
of Software and services pursuant to this Agreement, (ii) to Flock's officers,
directors, employees, agents and contractors who need to know such information
to enable Flock to provide Software and services pursuant to this Agreement, or
(iii) with the prior written consent of Agency, which consent Agency may
withhold in its sole discretion.
ii. The term "Flock Confidential Information" means any material, data, Systems,
procedures and other information of or with respect to Flock that is not accessible
to or known to the general public, including, without limitation, the Software,
object code,source code,formulae,algorithms,financial data,clients,employees,
software development plans and software support. Agency shall not use, publish
or divulge any Flock Confidential Information except(i)to its employees, agents
and contractors who need to know such information to enable Agency to use the
Software,or(ii)with the prior written consent of Flock,which consent Flock may
withhold in its sole discretion.
iii. Each party shall protect the other's confidential information with the same degree
of care normally used to protect its own similar confidential information, but in
no event less than that degree of care that a reasonably prudent businessperson
would use to protect such information. The obligations of each party to protect
confidential information received from the other party shall not apply to
information that is publicly known or becomes publicly known through no act or
failure to act on the part of the recipient.
B. Exclusions. Confidential Information shall not include any information that is (i)
already known to the receiving party at the time of the disclosure; (ii)publicly known
at the time of the disclosure or becomes publicly known through no wrongful act or
failure of the receiving party; (iii) subsequently disclosed to the receiving party on a
non-confidential basis by a third party not having a confidential relationship with the
other party hereto that rightfully acquired such information; or(iv)communicated to a
third party by the receiving party with the express written consent of the other party
hereto. A disclosure of Confidential Information that is legally compelled to be
disclosed pursuant to a subpoena, summons, order or other judicial or governmental
process or the Freedom of Information Act shall not be considered a breach of this
MOU; provided the receiving party provides prompt notice of any such subpoena,
order,or the like to the other party so that such party will have the opportunity to obtain
a protective order or otherwise oppose the disclosure.
C. Public Records Compliance. The City of Ocoee (City) is a public agency subject to
Chapter 119, Florida Statutes. The Contractor agrees to comply with Florida's Public
Records Law. Specifically,the Contractor shall:
1. Keep and maintain public records required by the City to perform the service.
2. Upon request from the City's custodian of public records, provide the City with a copy
of the requested records or allow the records to be inspected or copied within a reasonable
time at a cost that does not exceed the cost provided in chapter 119, Florida Statutes, or as
otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from the public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the Contractor
does not transfer the records to the City.
3
4. Upon completion of the contract, Contractor agrees to transfer at no cost to the City all
public records in possession of the Contractor or keep and maintain public records required
by the City to perform the service. If the Contractor transfers all public record to the City
upon completion of the contract,the Contractor shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements.If
the Contractor keeps and maintains public records upon completion of the contract, the
Contractor shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the City, upon request from the City's custodian
of public records, in a format that is compatible with the information technology systems
of the City.
5. A Contractor who fails to provide the public records to City within a reasonable time
may be subject to penalties under section 119.10, Florida Statutes.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT 407-905-3100, EXTENSION 1022,
CCDL@ci.ocoee.fl.us, WITH AN OFFICE LOCATED AT 150 NORTH LAKESHORE
DRIVE, OCOEE,FLORIDA 34761.
2. Miscellaneous. All notices, requests, demands, or other communications required or permitted to
be given hereunder must be in writing and must be addressed to the parties at their respective
addresses set forth below and shall be deemed to have been duly given when(a)delivered in person;
(b) sent by facsimile transmission To the facsimile number below and indicating receipt at the
facsimile number where sent; (c) one (1) business day after being deposited with a reputable
overnight air courier service; or(d) three (3) business days after being deposited with the United
States Postal Service,for delivery by certified or registered mail,postage pre-paid and return receipt
requested. This MOU shall be governed by the laws of the state in which the Agency is located,
excluding its conflict of laws rules. The parties agree that the United Nations Convention for the
International Sale of Goods is excluded in its entirety from this MOU.
(Signatures on Following Page)
4
IN WITNESS WHEREOF, Flock and the Agency have caused this MOU to be signed on the date set
forth below and be effective on the last date specified below.
Flock Group,Inc.:
By:
Name:
Title:
Date:
CITY OF OCOEE, a Florida municipal
corporation
By:
RUSTY JOHNSON
Mayor
Attest:
Melanie Sibbitt, City Clerk
FOR USE AND RELIANCE ONLY
BY THE CITY OF OCOEE, FLORIDA;
APPROVED AS TO FORM AND
LEGALITY this_day of , 2020.
SHUFFIELD LOWMAN & WILSON,P.A.
By:
City Attorney
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING
HELD ON ,2020, UNDER
AGENDA ITEM NO. .
5