HomeMy WebLinkAboutAGR-7945 - BELMONT ESTATES HOMEOWNERS ASSOCIATION & FLOCK GROUP, INC. - CONTRUCTION, INSTALLATION, MAINTENANCE, AND OPERATION OF AUTOMATIC LICENSE PLATE READER EQUIPMENTDocusign Envelope ID:6F281E8B-EBA9-829A-8068-95E564E810EA
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AGR-7945 u7
LICENSE AGREEMENT
for The Construction, Installation,Maintenance, and Operation of Automatic License
Plate Reader Equipment Within the Public Right-Of-Way]
THIS LICENSE AGREEMENT (herein referred to as the "Agreement") is entered into
this 26th day of May 2026,by and between the CITY OF ORANGE, a municipal
corporation ("City"), BELMONT ESTATES HOMEOWNERS ASSOCIATION, a California
nonprofit mutual benefit corporation ("HOA"), and FLOCK GROUP INC., a Delaware
corporation authorized to do business in California("Flock").
A. The City owns and maintains certain street light and traffic signal poles ("poles")
within the public right-of-way.
B. The HOA has requested to install automated license plate reader cameras ("ALPR
Equipment")to improve neighborhood safety within Belmont Estates.
C. Flock provides ALPR hardware and services and has been retained by HOA to
furnish, install, and maintain such equipment.
D. Chapter 12.64 of the Orange Municipal Code requires an encroachment permit for
any encroachment into the public right-of-way, including attachment of any equipment to City-
owned poles.
E. The City is willing to grant a limited, revocable license for use of certain poles,
subject to this Agreement, OMC requirements,and all applicable state and federal laws, including
California Civil Code §§ 1798.90.5-1798.90.55 (ALPR statutes) and Penal Code § 1546 et seq.
CalECPA).
NOW,THEREFORE,the parties hereto agree as follows:
1. GRANT OF LICENSE.
City grants HOA and Flock a limited, revocable, and nonexclusive license to install,
operate, maintain, repair, relocate, and remove ALPR Equipment on specific City-owned poles
approved in writing ("Licensed Poles"). No easement, leasehold, or property right is conveyed.
Exhibit A, attached hereto, includes the approved locations of ALPR Equipment on City-owned
poles.
2. TERM AND REVOCATION.
A. Effective Date and Term. The term shall be three(3)years from the Effective Date,
which shall mean the date this Agreement is fully executed by all Parties. City Manager is granted
the express authority to approve up to two(2) additional three-year renewals.
B. Revocation. City may revoke this Agreement, in whole or in part, at any time,with
or without cause,by written notice.
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3. ENCROACHMENT PERMITS AND APPROVED PLANS.
As a condition precedent to any installation or substantial maintenance activity, HOA or
Flock shall obtain an encroachment permit from the Public Works Department pursuant to Orange
Municipal Code section 12.64. Each installation shall require a separate permit.
All work shall be done in a good and skillful manner, subject to the supervision and
reasonable satisfaction of the City. The work shall comply with all standards imposed by City law
and be conducted with the least possible hindrance or interference to the Public Right-of-Way and
City Property, including compliance with the California Manual on Uniform Traffic Control
Devices, Americans with Disabilities Act pedestrian accommodation standards. Each installation
shall have supporting structural calculations and plans prepared by a California licensed professional
engineer and traffic control plans prepared by a California licensed professional engineer or traffic
engineer. All plans must be submitted for encroachment permit review and approval by the City's
Public Works Department prior to issuance of said encroachment permit.
4. INSTALLATION STANDARDS.
ALPR Equipment shall be installed only by means of approved banding or bracket
attachments, and under no circumstances shall drilling into City poles be permitted. The combined
weight of the camera, solar panel, clamps, and related hardware shall not exceed thirty(30)pounds,
and all installations must maintain adequate clearance from traffic control devices, signage, and
utilities, and shall not extend past the curb face. Historic and ornamental poles, or any poles deemed
unsuitable by the City, shall not be used. Each unit must bear a durable label identifying ownership
and a twenty-four-hour contact number.
5. MAINTENANCE,RELOCATION,AND REMOVAL.
A. Maintenance. HOA and Flock shall, at their sole cost,keep the ALPR Equipment in
safe, good condition,promptly remove graffiti, and immediately correct any unsafe condition.
B. Relocation. Upon City notice, HOA and Flock shall relocate ALPR Equipment at
their sole cost as required for City projects,emergencies,utility conflicts, or safety.
C. Removal; City Self-Help. City may require removal at any time, with or without
cause. HOA and Flock shall remove the ALPR Equipment within five (5) calendar days of written
notice, or immediately if directed in an emergency. If they fail to do so, City may remove ALPR
Equipment without further notice and recover all associated costs.
D. Should the Parties agree, after the Effective Date of this Agreement, to allow the
removal, relocation, or installation of additional ALPR Equipment locations, any changes shall be
memorialized in the form of an amendment to this Agreement. The City Manager is hereby
authorized on behalf of the City to approve and execute amendments to this Agreement reflecting
the additional installation of ALPR Equipment locations.
E. Cost Recovery. Any unpaid amounts owed to City may be collected by any lawful
means,including civil action,assessment against HOA property,or lien proceedings as permitted by
law.
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6. AT-RISK CONDITION.
The Parties acknowledge that the ALPR Equipment is installed and operated entirely at the
risk of HOA and Flock. City is not a bailee or custodian, owes no duty of care to the ALPR
Equipment, and has no obligation to repair,replace, or protect it,even if damaged or removed
during City operations.
7. DATA,PRIVACY,RETENTION,AND PUBLIC RECORDS.
A. Compliance. HOA and Flock shall comply with California's ALPR statutes (Civ.
Code §§ 1798.90.5-1798.90.55) and CalECPA (Penal Code § 1546 et seq.). Any Orange Police
Department access to data shall be governed by a separate written agreement consistent with those
laws.
B. Retention/Destruction. ALPR data shall be retained no longer than thirty (30) days
unless part of an active investigation or lawfully preserved; upon expiration, data shall be
permanently destroyed using industry-standard secure deletion protocols. HOA and Flock shall
maintain written retention and destruction policies and provide them to City upon request.
C. Public Records; Security Records. Compiled maps or datasets of camera locations
shall be treated as exempt security records to the extent permitted by law (Gov. Code § 7923.600).
HOA and Flock shall indemnify and hold the City harmless from all costs, fees, and liabilities
incurred in responding to Public Records Act requests,writ petitions, or litigation relating to ALPR
data.
D. City Non-Custodial. City has no responsibility to store, retain, or secure ALPR
information.
E. Private Property ALPR Equipment. Any ALPR equipment installed on privately
owned poles or other private property is installed solely pursuant to the private property rights of
HOA or other private property owners and not pursuant to this Agreement. The City does not
authorize,permit,approve,regulate,endorse,or assume responsibility for the placement,orientation,
field of view, operation, data capture, retention, use, or disclosure of any ALPR equipment located
on private property, even if such equipment captures images or data from the public right-of-way.
All legal compliance obligations, risks, and liabilities associated with privately owned ALPR
equipment, including compliance with Civil Code sections 1798.90.5-1798.90.55, Penal Code
section 1546 et seq., and any other applicable privacy or data protection laws, shall rest solely with
HOA and Flock. Nothing in this Agreement shall be construed as City approval of any privately
owned ALPR installation or of any data collected therefrom.
8. INSURANCE.
HOA and Flock shall each procure and maintain, at their own expense, commercial general
liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 general
aggregate, automobile liability insurance with limits of not less than $1,000,000 combined single
limit, and workers' compensation insurance as required by California law with employer's liability
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limits of not less than$1,000,000.The City,its officers,officials, employees,volunteers,and agents
shall be named as additional insureds by endorsement on the general liability policy(ISO CG 20 10
and CG 20 37 or equivalent), and coverage shall be primary and non-contributory. Policies shall
include a waiver of subrogation in favor of the City for general liability and workers' compensation.
Insurers must be admitted in California with a current A.M. Best rating of A-VII or better, or
otherwise approved by the City. Certificates and endorsements shall be furnished to and approved
by the City prior to installation, and policies shall not be cancelled without thirty (30) days' prior
written notice to the City(ten(10)days for non-payment of premium).
9. INDEMNIFICATION; JOINT AND SEVERAL LIABILITY.
To the fullest extent permitted by law, HOA and Flock shall be jointly and severally liable
to defend, indemnify, and hold harmless City, its officers, officials, employees,and agents from and
against any and all claims,demands,damages,liabilities,fines,penalties,losses,costs,and expenses,
including attorneys' fees, arising from or related to the installation, operation, presence, relocation,
or removal of the ALPR Equipment.This duty expressly includes claims for bodily injury or property
damage, privacy or data claims, Public Records Act disputes, intellectual property or proprietary
rights claims, and all costs associated with relocation or removal. HOA and Flock shall provide an
immediate defense upon tender by City, with counsel subject to City approval. These obligations
survive termination or expiration of this Agreement.
10. COSTS AND FEES.
HOA and Flock shall pay all City permit, inspection, plan check, and processing fees and
shall reimburse City for any extraordinary costs incurred as a result of the ALPR Equipment. City
shall not be responsible for any costs related to the ALPR Equipment or its operation.
11. NO CITY OBLIGATIONS.
City has no duty to provide electrical service, communications connections, internet access,
monitoring, maintenance, or repair of the ALPR Equipment, nor to ensure compliance with ALPR
statutes, privacy laws, or neighborhood signage requirements. All such responsibilities rest solely
with HOA and Flock.
12. CEQA.
The Parties acknowledge that approval of this Agreement is categorically exempt under
CEQA Guidelines §§ 15301 (Existing Facilities) and 15303 (Small Structures). HOA and Flock
assume all risk of any CEQA challenge and agree to indemnify and hold City harmless from any
costs, attorneys' fees, or damages arising from such claims.
13. DEFAULT; REMEDIES.
If HOA or Flock defaults in performance and fails to cure within ten(10)days after written
notice from City—or immediately if the default concerns public safety—City may suspend or
terminate this Agreement,remove the ALPR Equipment, and recover all costs.
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14. FORCE MAJEURE.
No Party shall be liable for delay or failure in performance due to events beyond its
reasonable control, including natural disasters, fire, flood, epidemic or pandemic, war, terrorism,
civil disorder, or government action, provided the affected Party promptly notifies the others and
uses reasonable efforts to resume performance. HOA and Flock remain responsible to secure ALPR
data during any force majeure event.
15. DISPUTE RESOLUTION.
Prior to filing any legal action, the Parties shall attempt in good faith to resolve disputes
through direct negotiation.If unsuccessful,they shall participate in non-binding mediation in Orange
County before commencing litigation.Mediation costs shall be shared equally.Nothing herein limits
City's right to seek immediate injunctive or equitable relief to protect public safety or enforce
removal.
16. ASSIGNMENT.
This Agreement may not be assigned without the prior written consent of the City, which
may be withheld in its sole discretion.
17. WAIVER.
Failure on the part of either party to enforce any provision of this Agreement may not be
construed as a waiver of the right to later compel enforcement of that provision, or any other
provision.
18. NOTICE.
All notices herein required shall be in writing and delivered in person or sent by certified
mail,postage prepaid, addressed as follows:
To the City: City of Orange
300 E. Chapman Ave.
Orange, CA 92866
Attn: City Manager
To FLOCK: Flock Safety
1170 Howell Mill Rd., Ste 210
Atlanta, GA 30318
To HOA:Belmont Estates do Cardinal Property Management
3111 North Tustin Street
Orange, CA 92865
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19. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the parties relating to its subject
matter. There are no representations, agreements, or understandings, whether oral or written,
between the parties relating to the subject matter of this Agreement that are not fully expressed in
this Agreement. This Agreement is deemed to be equally drafted by both parties.
20. MODIFICATION.
This Agreement may only be modified by a writing signed by both parties.
21. GOVERNING LAW AND VENUE.
This Agreement shall be construed in accordance with and governed by the laws of the
State of California and Contractor agrees to submit to the jurisdiction of California courts. Venue
for any dispute arising under this Agreement shall be in Orange County, California.
Signatures on the next page]
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IN WITNESS WHEREOF, the City and Licensee have entered into this License on the
year and day first above written.
CITY"
CITY OF ORANGE, a municipal corporation
Daniel R. Slater, Mayor
ATTEST:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Nathalie Adourian, City Attorney I
BELMONT ESTATES HOMEOWNERS ASSOCIATION,
a California nonprofit mutual benefit corporation
Initial
By:
GSA
Date: 05/08/2026
Printed me: Geo rey S. Fearns
Title: President
FLOCK GROUP INC., a Delaware corporation Date:
By:
Printed Name:
Title:
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IN WITNESS WHEREOF, the City and Licensee have entered into this License on the
year and day first above written.
CITY"
CITY OF ORANGE, a municipal corporation
DocuSigned by:
stAtt r
Dancea
U D03k.IgYater, Mayor
ATTEST:
Signed by:
8 bD 9 F43A..PamDela Coleman, City Clerk
APPROVED AS TO FORM:
DocuSigned by:
UL JU/ LUA b4tlA..,
Natia(ie Adounan, City Attorney I X
BELMONT ESTATES HOMEOWNERS ASSOCIATION,
a California nonprofit mutual benefit corporation
By: Date:
Printed Name:
Title:
FLOCK GROUP INC., a Delaware corporation Date:
By:
Printed Name:
Title:
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