HomeMy WebLinkAbout09957ORDINANCE NO. 9957
AN ORDINANCE APPROVING AND AUTHORIZING THE MAYOR
TO EXECUTE A MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL
CORPORATION AND FLOCK GROUP, INC., A DELAWARE
CORPORATION RELATING TO THE USE OF VIDEO DATA
FROM A SECURITY CAMERA TO BE INSTALLED ON BRIDLE
TRAIL BY THE EL CAMINO HOMEOWNERS ORGANIZATION, A
COLORADO NONPROFIT CORPORATION
BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The Memorandum of Understanding (“MOU”) dated June 28, 2021, between the City of
Pueblo, a Colorado municipal corporation, and Flock Group, Inc., a Delaware corporation, a copy
of which is attached hereto and is incorporated herein by this reference, having been approved
as to form by the City Attorney, is hereby approved. The Mayor is authorized to execute and
deliver said MOU in the name of the City and the Acting City Clerk is authorized to fix the seal of
the City thereto and attest same.
SECTION 2.
The officers and staff of the City are authorized to perform any and all acts consistent with
this Ordinance and the attached MOU which are necessary or appropriate to implement the
transactions described therein.
SECTION 5.
This Ordinance shall become effective on the date of final action by the Mayor and City
Council.
Action by City Council:
Introduced and initial adoption of Ordinance by City Council on June 14, 2021 .
Final adoption of Ordinance by City Council on June 28, 2021 .
President of City Council
Action by the Mayor:
☒ Approved on June 30, 2021 .
□ Disapproved on based on the following objections:
_
Mayor
Action by City Council After Disapproval by the Mayor:
□ Council did not act to override the Mayor's veto.
□ Ordinance re-adopted on a vote of , on
□ Council action on _______ failed to override the Mayor’s veto.
President of City Council
ATTEST
City Clerk
City Clerk’s Office Item # R-7
Background Paper for Proposed
Ordinance
COUNCIL MEETING DATE: June 14, 2021
TO: President Lawrence W. Atencio and Members of City Council
CC: Mayor Nicholas A. Gradisar
VIA: Marisa Stoller, City Clerk
FROM: Daniel C. Kogovsek, City Attorney
SUBJECT: AN ORDINANCE APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE
A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF PUEBLO,
A COLORADO MUNICIPAL CORPORATION AND FLOCK GROUP, INC., A
DELAWARE CORPORATION RELATING TO THE USE OF VIDEO DATA FROM
SECURITY CAMERAS TO BE INSTALLED BY THE EL CAMINO
HOMEOWNERS ORGANIZATION, A COLORADO NONPROFIT
CORPORATION
SUMMARY:
Attached for consideration is an ordinance approving and authorizing the Mayor to sign a
Memorandum of Understanding (“MOU”) between the City and Flock Group, Inc. (“Flock”) for use
by the Pueblo Police Department of video data from security cameras to be installed by the El
Camino Homeowners Organization (“ECHO”).
PREVIOUS COUNCIL ACTION:
Not applicable to this Ordinance.
BACKGROUND:
Flock, located in Atlanta, Georgia is in the business of installing and operating security cameras
which capture multiple still images of vehicles at particular locations. ECHO has purchased
security cameras to be installed on Bridle Trail, Encino Drive and Bandera Parkway for traffic
safety and crime prevention purposes. The Pueblo Police Department desires to access Flock’s
technology platform for investigative purposes, in order to view and search videos recorded by
Flock. The attached MOU sets forth the parameters for the use of Flock’s video data by the Pueblo
Police Department.
FINANCIAL IMPLICATIONS:
The attached Ordinance and MOU will not create any new fiscal obligations on the part of the
City.
BOARD/COMMISSION RECOMMENDATION:
Not applicable to this Ordinance.
STAKEHOLDER PROCESS:
Not applicable to this Ordinance.
ALTERNATIVES:
If City Council does not approve this Ordinance, the Pueblo Police Department will not have
access to Flock’s video data.
RECOMMENDATION:
The Mayor and City staff recommend approval of this Ordinance.
Attachments: Proposed Ordinance
Proposed MOU.
MEMORANDUM OF UNDERSTANDING
This Data Sharing Memorandum of Understanding(this"MOU")is entered into this 28th day of June,2021,
by and between Flock Group, Inc. with a place of business at 2588 Winslow Drive, Atlanta, GA 30305
("Flock")and the City of Pueblo, a Colorado municipal corporation, acting on behalf of the Pueblo Police
Department, 1 City Hall Place, Pueblo,CO 81003 ("Agency")(each a"Party,and together,the"Parties").
Whereas,Agency's Police Department 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 a
law enforcement awareness of the communities which Agency serves and protects(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
Sections 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.
5. Financial Implications to Agency. No financial commitment by Agency is required to access the
Flock Services or Recordings.
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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. Liability. 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. Nothing in this MOU shall be construed to waive,
limit, or otherwise modify any governmental immunity available by law to Agency, in
particular, governmental immunity afforded or available pursuant to the Colorado
Governmental Immunity Act, Title 24, Article 10, Part I of the Colorado Revised Statutes.
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.
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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
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 business person
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.
10. 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,
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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.
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.
to ie
Signature:
Name: Alex Latraverse
CRO
Title:
Date:
07/20/21
AGENCY:
CITY OF PUEBLO, CO
A COLORADO MUNICIPAL CORPORATION
Nickolas 4.&adtkar
By:
Nicholas A. Gradisar, Mayor
Date: 07/20.21
ATTESTED BY:
City Clerk
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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.
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.
Signature:
Name:
Title:
Date:
AGENCY:
CITY OF PUEBLO, CO
A COLORADO MUNICIPAL CORPORATION
-7(4.4419
Nichola A .Gra sar, Mayor
Date: ?Q,-�0,�
ATTESTED BY: Rt-••
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