HomeMy WebLinkAboutRes 2020-07-762 Contract Agreement with Flock Safety, Inc., for the Acquisition, Installation, Maintenance, and Monitoring of Five ALPR CamerasCITY OF ANNA, TEXAS
RESOLUTION NO. ,mao 41L oa
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA APPROVING
AND AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT
AGREEMENT WITH FLOCK SAFETY, INC. FOR THE ACQUISITION,
INSTALLATION, MAINTENANCE, AND MONITORING OF FIVE (5) AUTOMATED
LICENSE PLATE RECOGNITION (ALPR) CAMERAS.
WHEREAS, the City of Anna, Texas City Council (the y Counc) has
determined the addition of Automatic License Plate Recognition (ALPR) cameras will
increase public safety and aid the police department in its crime prevention efforts and
strategies; and
WHEREAS, the City Council desires to engage the services of Flock Safety, Inc.
for acquisition, installation, maintenance, and monitoring of five (5) fixed, pole -
mounted ALPR cameras; and
WHEREAS, funding for this project is available through the City's General Fund;
and
WHEREAS, the City Council desires to authorize the City Manager to execute
Dither a 12 month or 24 month contract (the "Agreement") attached hereto as
EXHIBIT "A" and EXHIBIT "B" respectively, with Flock Safety, Inc.;
NOW THEREFORE, BE IT RESOLVED BY THE CITY OF ANNA CITY
COUNCIL, THAT:
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. Approval of Agreement
The City Council hereby authorizes the expenditure and approves the Agreement
for the acquisition, installation, maintenance, and monitoring of five (5) ALPR
cameras from Flock Safety, Inc. The City Council further authorizes the City
Manager to execute any associated documents necessary to consummate the
business relationship.
PASSED AND APPROVED by the City Council of the City of Anna, Texas on this
28t" day of July, 2020.
APPROVED:
�F. q�T ,SST:
Mayor, Nate Pike - *City Secretary, Carrie Land
* *
llll�IE) 0\0\\\\``\`
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FLOCK GROUP INC.
SERVICES AGREEMENT
ORDER FORM
This Order Form together with the Terms (as defined herein) describe the relationship between Flock Group Inc. ("Flock") and
the customer identified below ("Customer") (each of Flock and Customer, a "Party"). This order form ("Order Form") hereby
incorporates and includes the "GOVERNMENT AGENCY CUSTOMER AGRERMENT" attached (the "Terms") which describe and set
forth the general legal terms governing the relationship (collectively, the "Agreement" ). The Terms contain, among other things,
warranty disclaimers, liability limitations and use limitations.
The Agreement will become effective when this Order Form is executed by both Parties (the "Effective Date").
Customer: q ? ` �r,
Address:
usage Fees: $12500 per Year (the "Payment Period")
Number of Cameras: 5
Installation Fee (one-time) $1250
Pole Fee (one-time) $0
Contact:
G1 G r G.q,voAlLEW
Phone: 01
B-Mail: PAC-g/4
Initial Term: 12 Months
Renewal Term: 12 Months
Billing Contact:
(if different than above)
Expected Payment Method:
By executing this Order Form, Customer represents and warrants that it has read and agrees all of the terms and
conditions contained in the Terms attached. The Parties have executed this Agreement as of the dates set fortlx below.
Flock Group Inc
Customer:
By:
By:
Name:
Alex Latraverse
Name: } V) F�� z> LzE
Title:
Title: C_=X IV-1 +t.�l A&,a
Date:
VP of Sales
Date: y/ Z F/
07/30/2020
Flock Group Inc.
Order Form
Anna Police Department
1134434504
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EXAIBIT A
Statement of Work
Installation of Flock Camera on existing pole or Flock -supplied pole if required
Flock Group Inc.
Order Form
Anna Police Department
1134434504
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GOVERNMENT AGENCY CUSTOMER AGREEMENT
This Government Agency Agreement (this "Agreement") is entered into by and between Flock Group,
Inc. with a place of business at 1170 Howell Mill Rd NW Suite 210, Atlanta, GA 30318 ("Flock") and the police
department or government agency identified in the signature block below ("Agency") (each a "Party," and together,
the "Parties").
RECITALS
WHEREAS, Flock offers a software and hardware solution for automatic license plate detection through
Flock's technology platform (the "Flock Service"), and upon detection, the Flock Service creates images and
recordings of suspect vehicles ("Footage") and can provide notifications to Agency upon the instructions of Non -
Agency End User ("Notifications");
WHEREAS, Agency desires to purchase, use and/or have installed access to the Flock Service in order to
create, view, search and archive Footage and receive Notifications, including those from non -Agency users of the
Flock System (where there is an investigative purpose) such as schools, neighborhood homeowners associations,
businesses, and individual users;
WHEREAS, because Footage is stored for no longer than 30 days in compliance with Flock's records
retention policy, Agency is responsible for extracting, downloading and archiving Footage from the Flock System
on its own storage devices; and
WHEREAS, Flock desires to provide Agency the Flock Service and any access thereto, subject to the
terms and conditions of this Agreement, solely for Lite purpose of crime awareness and prevention by police
departments and archiving for evidence gathering ("Purpose").
AGREEMENT
NOW, THEREFORE, Flock and Agency agree as follows and fiu•ther agree to incorporate the Recitals
into this Agreement.
1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in
this Section 1.
1.1 "Autl:orized End User" shall mean any individual employees, agents, or contractors of Agency accessing or
using the Services through the Web Interface, under the rights granted to Agency pursuant to this Agreement.
1.2 "Agency Data" will mean the data, media and content provided by Agency through the Services. For the
avoidance of doubt, the Agency Content will include the Footage and geolocation information and environmental
data collected by sensors built into the Units.
1.3 "Documentation" will mean text and/or graphical documentation, whether in electronic or printed format, that
describe the features, functions and operation of the Services which are provided by Flock to Agency in accordance
with the terms of this Agreement.
1.4 "Embedded Software" will mean the software and/or firmware embedded or preinstalled on the Hardware.
1.5 "Flock IP" will mean Lite Flock Services, the Documentation, the Hardware, Lite Embedded Software, the
Installation Services, and any and all intellectual property therein or otherwise provided to Agency and/or its
Authorized End Users in connection with the foregoing.
1.6 "Footage" means still images and/or video captured by the Hardware in the course of and provided via the
Services.
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1.7 "Hardware" shall mean the Flock Gate Cameras and any other physical elements that interact with the
Embedded Software and the Web Interface to provide the Services. The term "Hardware" excludes the Embedded
Software.
1.8 "bstallation Services" means the services provided by Flock regarding the installation, placements and
configuration of the Hardware, pursuant to the Statement of Work attached hereto.
1.9 "Flock Services" means the provision, via the Web Interface, of Flock's software application for automatic
license plate detection, searching image records, and sharing Footage.
1.10 "Non Age�rcy End User" means a Flock's non -Agency customer that has elected to give Agency access to its
data in the Flock System.
1.11 "Non Agency End User Data" means the Footage, geolocation data, environmental data and/or Notifications
of a Non -Agency End User.
1.12 "Unit(s)" shall mean the Hardware together with the Embedded Software.
1.13 "Web Inter face" means the website(s) or applications) through which Agency and its Authorized End Users
can access the Services in accordance with the terms of this Agreement.
2. FLOCK SERVICES AND SUPPORT
2.1 Provision of Access. Subject to the terms of this Agreement, Flock hereby grants to Agency anon -exclusive,
non -transferable right to access the features and functions of the Flock Services via the Web Interface during the
Service Term and No -Fee Term, solely for the Authorized End Users. The Footage will be available for Agency's
designated administrator, listed on the Order Form, and any Authorized End Users to access via the Web Interface
for 30 days. Authorized End Users will be required to sign up for an account, and select a password and username
("User ID"). Flock will also provide Agency the Documentation to be used in accessing and using the Flock
Services. Agency shall be responsible for all acts and omissions of Authorized End Users, and any act or omission
by an Authorized End User which, if undertaken by Agency, would constitute a breach of this Agreement, shall be
deemed a breach of this Agreement by Agency. Agency shall undertake reasonable efforts to make all Authorized
End Users aware of the provisions of this Agreement as applicable to such Authorized End User's use of the Flock
Services and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or
more third parties to deliver any part of the Flock Services, including without limitation using a third party to host
the Web Interface which the Flock Services make available to Agency and Authorized End Users. Flock will pass -
through any warranties that Flock receives from its then current third -party service provider to the extent that such
warranties can be provided to Agency. SUCH WARRANTIES, AS PROVIDED AS HONORED BY SUCH THIRD
PARTIES, ARE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND FLOCK'S SOLE AND
EXCLUSIVE LIABILITY WITH REGARD TO SUCH THIRD -PARTY SERVICES, INCLUDING WITHOUT
LIMITATION HOSTING THE WEB INTERFACE. To the extent practicable, Agency agrees to comply with any
acceptable use policies and other terms of any third -party service provider that are provided or otherwise made
available to Agency from time to time.
2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Agency a limited, non-
exclusive, non-riansferable, non-sublicensable (except to the Authorized End Users), revocable right to use the
Embedded Software as installed on the Hardware by Flock; in each case, solely as necessary for Agency to use the
Flock Services,
2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to Agency a non-
exclusive, non -transferable right and license to use the Documentation during the Service Tenn for Agency's
internal purposes in connection with its use of the Flock Services as contemplated herein.
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2A Usage Restrictions. The purpose for usage of the equipment, Lite Services and support, and the Flock IP is solely
to facilitate gathering evidence that could be used in a criminal investigation by the appropriate government agency
and not for tracking activities that the system is not designed to capture ("Permitted Purpose"). Agency will not, and
will not permit any Authorized End Users to, (i) copy or duplicate any of the Flock IP; (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 IP is compiled or interpreted, or apply any other process or procedure to derive the source code of
any software included in the Flock IP, or attempt to do any of the foregoing, and Agency acknowledges that nothing
in this Agreement will be construed to grant Agency any right to obtain or use such source code; (iii) modify, alter,
tamper with or repair any of the Flock IP, or create any derivative product from any of the foregoing, or attempt to
do any of the foregoing, except with the prior written consent of Flock; (vi) interfere or attempt to interfere in any
manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of
any intellectual property or proprietary right appearing on or contained within any of the Application IP; (vii) use
the Flock Services for timesharing or service bureau purposes or otherwise for the benefit of a third party or any
purpose other than the Purpose; (viii) use the Services, support, equipment and the Flock IP for anything other than
the Permitted Purpose; or (ix) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as
security or otherwise encumber, Agency's rights under Sections 2.1, 2.2, or 2.3.
2.5 Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement, Flock
and its licensors retain all right, title and interest in and to the Flock IP and its components, and Agency
acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by
this Agreement. 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.
2.6 Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily suspend
Agency's and any Authorized End User's access to any portion or all of the Flock IP if (i) Flock reasonably
determines that (a) there is a threat or attack on any of the Flock IP; (b) Agency's or any Authorized End User's use
of the Flock Service disrupts or poses a security risk to the Flock Service or any other customer or vendor of Flock;
(c) Agency or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Flock's
provision of the Flock Services to Agency or any Authorized End User is prohibited by applicable law; or (e) any
vendor of Flock has suspended or terminated Flock's access to or use of any third party services or products required
to enable Agency to access the Flock (each such suspension, in accordance with this Section 2.6, a "Service
Suspension"). Flock will make commercially reasonable efforts, circumstances permitting, to provide written notice
of any Service Suspension to Agency (including notices sent to Flock's registered email address) and to provide
updates regarding resumption of access to the Flock IP following any Service Suspension. Flock will use
commercially reasonable efforts to resume providing access to the Application Service as soon as reasonably
possible after the event giving rise to the Service Suspension is cured. Flock will have no liability for any damage,
liabilities, losses (including any loss of data or profits) or any other consequences that Agency or any Authorized
End User may incur as a result of a Service Suspension. To the extent that the service suspension is not caused by
Agency's direct actions or by the actions of parties associated with the Agency, the expiration of the Term will be
tolled by the duration of any suspension (for any continuous suspension lasting at least one full day).
2.7 Installation Services.
2.7.1 Designated Locations. Prior to performing the physical installation of the Units, Flock shall advise
Agency on the location and positioning of the Units for optimal license plate image capture, as conditions and location
allow. Flock and Agency must mutually agree on the location (mounting site or pole), position and angle of the Units
each Unit location so designated by Agency, a "Designated Location"). Flock shall have no liability to Agency
resulting from any poor performance, functionality or Footage resulting from or otherwise relating to the Designated
Locations or delay in installation due to Agency's delay in identifying the choices for the Designated Locations, in
ordering and/or having the Designated Location ready for installation including having all electrical work preinstalled
and permits ready. Designated Locations that are suggested by Flock and accepted by Agency without alteration will
be known as Flock Designated Locations. After a deployment plan with Designated Locations and equipment has
been agreed upon by both Flock and the Agency, any subsequent changes to the deployment plan ("Reinstalls") driven
by Agency's request will incur a charge for Flock's then -current list price for Reinstalls, as listed in the then -current
Reinstall Policy (available at https://www.flocksafety.com/reinstall-fee-schedule) and any equipment charges. These
changes include but are not limited to camera re -positioning, adjusting of camera mounting, re -angling, removing
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foliage, camera replacement, changes to heights of poles, regardless of whether the need for Reinstalls related to
vandalism, weather, theft, lack of criminal activity in view, and the like.
2.7.2 Agency's Installatiol: Obligations. Agency agrees to allow Flock and its agents reasonable access in
and near the Designated Locations at all reasonable times upon reasonable notice for the purpose of performing the
installation work, The "Agency Installation Obligations" include, to the extent required by the Deployment Plan, but
are not limited to electrical work to provide a reliable source of 120V AC power that follow Flock guidelines and
comply with local regulations if adequate solar exposure is not available. Agency is solely responsible for (i) any
permits or associated costs, and managing the permitting process; (ii) any federal, state or local taxes including
property, license, privilege, sales, use, excise, gross receipts or other similar taxes which may now or hereafter become
applicable to, measured by or imposed upon or with respect to the installation of the Hardware, its use, or (iii) any
other services performed in connection with installation of the Hardware. Any fees payable to Flock exclude the
foregoing. Without being obligated or taking any responsibility for the foregoing., Flock may pay and invoice related
costs to Customer if Customer did not address them or a third party requires Flock to pay. Agency represents and
warrants that it has all necessary right title and authority and hereby authorizes Flock to install the Hardware at the
Designated Locations and to make any necessary inspections or tests in connection with such installation.
2.7.3 Flock's Installation Obligations. The Hardware shall be installed in a workmanlike manner in
accordance with Flock's standard installation procedures, and the installation will be completed within a reasonable
time from the time that the Designated Locations are selected by Agency. Following the initial installation of the
Hardware and any subsequent Reinstalls or maintenance operations, Flock's obligation to perform installation work
shall cease; however, Flock will continue to monitor the performance of the Units and receive access to the Footage
for a period of 3 business days for maintenance purposes. Customer can opt out of Flock's access in the preceding
sentence, which would waive Flock's responsibility to ensure such action was successful. Agency understands and
agrees that the Flock Services will not function without the Hardware. Labor may be provided by Flock or a third
party.
2.7.4 Security Interest. The Hardware shall remain the personal property of Flock and will be removed upon
the termination or expiration of this Agreement. Agency agrees to perform all acts which maybe necessary to assure
the retention of title of the Hardware by Flock. Should Agency default in any payment for the Flock Services or any
part thereof or offer to sell or auction the Hardware, then Agency authorizes and empowers Flock to remove the
Hardware or any part thereof. Such removal, if made by Flock, shall not be deemed a waiver of Flock's rights to any
damages Flock may sustain as a result of Agency's default and Flock shall have the right to enforce any other legal
remedy or right.
2.8 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock's price for its services under this
Agreement does not contemplate work in any areas that contain hazardous materials, or other hazardous conditions,
including, without limit, asbestos. In the event any such hazardous materials are discovered in the designated
locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work
immediately in the area affected until such materials are removed or rendered harmless. Any additional expenses
incurred by Flock as a result of the discovery or presence of hazardous material or hazardous conditions shall be the
responsibility of Agency and shall be paid promptly upon billing.
2.9 Support Services. Subject to the payment of fees, Flock shall monitor the performance and functionality of
Flock Services and may, from time to time, advise Agency on changes to the Flock Services, Installation Services,
or the Designated Locations which may improve the performance or functionality of the Services or may improve
the quality of the Footage. The work, its timing, and the fees payable relating to such work shall be agreed by the
Parties prior to any alterations to or changes of the Services or the Designated Locations ("Monitoring Services").
Subject to the terns hereof, Flock will provide Agency with reasonable technical and on -site support and
maintenance services ("On -Site Services") in -person or by email at hello@flocksafety.com. Flock will use
commercially reasonable efforts to respond to requests for support.
2.10 Special Terms. From time to tune, Flock may offer certain "Special Terms" related to guarantees, service and
support which are indicated in the proposal and on the order form and will become part of this Agreement.
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3. AGENCY RESTRICTIONS AND RESPONSIBILITIES
3.1 Agency Obligations. Agency agrees to provide Flock with accurate, complete, and updated registration
information. Agency may not select as its User ID a name that Agency does not have the right to use, or another
person's name with the intent to impersonate that person. Agency may not transfer its account to anyone else
without prior written permission of Flock. Agency will not share its account or password with anyone, and must
protect the security of its account and password. Agency is responsible for any activity associated with its account.
Agency shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect
to, access or otherwise use the Services. Agency will, at its own expense, provide assistance to Flock, including, but
not limited to, by means of access to, and use of, Agency facilities, as well as by means of assistance from Agency
personnel, to the limited extent any of the foregoing may be reasonably necessary to enable Flock to perform its
obligations hereunder, including, without limitation, any obligations with respect to Support Services or any
Installation Services,
3.2 Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency will use
the Services only in compliance with this Agreement and all applicable laws and regulations, including but not
limited to any laws relating to the recording or sharing of video, photo, or audio content and retention thereof. To
the extent allowed by the governing law of the state mentioned in Section 10.6, or if no state is mentioned in Section
10.6, by the law of the State of Georgia, Agency hereby agrees to indemnify and hold harmless Flock against any
damages, losses, liabilities, settlements and expenses, including without limitation costs and attorneys' fees, in
connection with any claim or action that arises from an alleged violation of the foregoing, Agency's Installation
Obligations, or otherwise from Agency's use of the Services, Hardware and any Software, including any claim that
such actions violate any applicable law or third party right. Although Flock has no obligation to monitor Agency's
use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or alleged to be)
in violation of the foregoing.
4. CONFIDENTIALITY; AGENCY DATA; NON -AGENCY DATA
4.1 Confidentiality. Each Party (the "Receiving Parry") understands that the other Party (the "Disclosing Party")
has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business
(hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Flock is
non-public information including but not limited to features, functionality, designs, user interfaces, trade secrets,
intellectual property, business plans, marketing plans, works of authorship, hardware, customer lists and
requirements, and performance of the Flock Services. Proprietary Information of Agency includes non-public
Agency Data, Non -Agency End User Data, and data provided by Agency or a Non -Agency End User to Flock or
collected by Flock via the Unit, including the Footage, to enable the provision of the Services. The Receiving Party
shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Proprietary
Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are
reasonably necessary and appropriate to preserve and protect the Proprietary Information and the parties' respective
rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the
Proprietary Information of the other party to those employees or agents who require access in order to perform
hereunder. The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or
unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no
event will a party apply less than reasonable precautions to protect such Proprietary Information, and (ii) not to use
(except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such
Proprietary Information. Flock's use of the Proprietary Information may include processing the Proprietary
Information to send Agency Notifications or alerts, such as when a car exits Agency's neighborhood, or to analyze
the data collected to identify motion or other events.
The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving
Parry can document (a) is or becomes generally available to the public, or (b) was in its possession or known by
Receiving Party prior to receipt fiom the Disclosing Party, or (c) was rightfully disclosed to Receiving Party without
restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the
Disclosing Party.
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Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to
any subpoena, summons, judicial order or other judicial or governmental process, provided that the Receiving Party
gives the Disclosing Party reasonable prior notice of such disclosure to obtain a protective order or otherwise oppose
the disclosure. For clarity, Flock may access, use, preserve and/or disclose the Footage to law enforcement
authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief
that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with a legal process or
request; (b) enforce this Agreement, including investigation of any potential violation thereof, (c) detect, prevent or
otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Flock, its users, a
third party, or the public as required or permitted by law, including respond to an emergency situation. Having
received notice prior to data being deleted, Flock may store Footage in order to comply with a valid court order but
such retained Footage will not be retrievable without a valid court order.
4.2 Agency and Non -Agency End User Data. As between Flock and Agency, all right, title and interest in the
Agency Data and Non -Agency End User Data, belong to and are retained solely by Agency. Agency hereby grants
to Flock a limited, non-exclusive, royalty -free, worldwide license to use the Agency Data and Non -Agency End
User Data and perform all acts with respect to the Agency Data and Non -Agency End User Data as may be
necessary for Flock to provide the Flock Services to Agency, including without limitation the Support Services set
forth in Section 2.9 above, and a non-exclusive, perpetual, irrevocable, worldwide, royalty -flee, fully paid license to
use, reproduce, modify and distribute the Agency Data and Non -Agency End User Data as a part of the Aggregated
Data (as defined in Section 4.4 below). As between Flock and Agency, Agency is solely responsible for the
accuracy, quality, integrity, legality, reliability, and appropriateness of all Agency Data and Non -Agency End User
Data. As between Agency and Non -Agency End Users that have prescribed access of Footage to Agency, each of
Agency and Non -Agency End Users will share all right, title and interest in the Non -Agency End User Data. This
Agreement does not by itself make any Non -Agency End User Data the sole property or the Proprietary Information
of Agency. Flock will automatically delete Footage older than 30 days. Agency has a 30-day window to view, save
and/or transmit Footage to the relevant government agency prior to its deletion.
4.3 Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommendations or
other information relating to the subject matter hereunder, Agency hereby assigns (and will cause its agents and
representatives to assign) to Flock all right, title and interest (including intellectual property rights) with respect to or
resulting from any of the foregoing.
4.4 Aggregated Data. Notwithstanding anything in this Agreement to the contruy, Flock shall have the right to
collect and analyze data that does not refer to or identify Agency or any individuals or de -identifies such data and
other information relating to the provision, use and performance of various aspects of the Services and related
systems and technologies (including, without limitation, information concerning Agency Data and data derived
therefrom). Agency acknowledges that Flock will be compiling anonymized and/or aggregated data based on
Agency Data and Non -Agency End User Data input into the Services (the "Aggregated Data"). Agency hereby
grants Flock a non-exclusive, worldwide, perpetual, royalty -free right and license (during and after the Service Term
hereof) to (i) use and distribute such Aggregated Data to improve and enhance the Services and for other marketing,
development, diagnostic and corrective purposes, other Flock offerings, and crime prevention efforts, and (ii)
disclose the Agency Data and Non -Agency End User Data (both inclusive of any Footage) to enable law
enforcement monitoring against law enforcement hotlists as well as provide Footage search access to law
enforcement for investigative purposes only. No rights or licenses are granted except as expressly set forth herein.
5. PAYMENT OF FEES
5.1 Fees. Agency will pay Flock the first Usage Fee, the Installation Fee and any Hardware Fee (defined on the
Order Form, together the "Initial Fees") as set forth on the Order Form on or before the 7th day following the
Effective Date of this Agreement. Flock is not obligated to commence the Installation Services unless and until the
Initial Fees have been made and shall have no liability resulting from any delay related thereto. Agency shall pay
the ongoing Usage Fees set forth on the Order Form with such Usage Fees due and payable thirty (30) days in
advance of each Payment Period. All payments will be made by either ACH, check, or credit card. The first month
of Services corresponding to the first Usage Fee payment will begin upon the first installation. For 10+-camera
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offerings where only some of the cameras are installed at the first installation and additional cameras will be
installed later, prorated Usage Fees corresponding to the then -installed cameras will be invoiced to Agency
immediately after installation and to the later camera installation(s) subsequently invoiced.
5.2 Changes to Fees. Flock reserves the right to change the Fees or applicable charges and to institute new charges
and Fees at the end of the Initial Term or any Renewal Term, upon sixty (60) days' notice prior to the end of such
Initial Term or Renewal Term (as applicable) to Agency (which may be sent by email). If Agency believes that
Flock has billed Agency incorrectly, Agency must contact Flock no later than sixty (60) days after the closing date
on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
Inquiries should be directed to Flock's customer support department. Agency acknowledges and agrees that a failure
to contact Flock within this sixty (60) day period will serve as a waiver of any claim Agency may have had as a
result of such billing error.
5.3 Invoicing, Late Fees; Taxes. Flock may choose to bill through an invoice, in which case, full payment for
invoices issued in any given month must be received by Flock thirty (30) days after the mailing date of the invoice.
Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum
permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of
Service. Agency shall be responsible for all taxes associated with Services other than U.S. taxes based on Flock's
net income.
5.4 No -Fee Term Access. Subject to Flock's record retention policy, Flock offers complimentary access to the
Flock System for 30 days ("No Fee Term") to Agency when Non -Agency End Users intentionally prescribe access
or judicial orders mandate access to Non -Agency End User Data. No hardware or installation services will be
provided to Agency. No financial commitment by Agency is required to access the Flock Services or Footage.
Should such access cause Flock to incur internal or out-of-pocket costs that are solely the result of the access, Flock
reserves the right to invoice these costs to Agency under Section 5.3 and Agency agrees to pay them. For clarity,
No -Fee Terms and Service Terms can occur simultaneously, and when a No -Fee Term overlaps with a Service
Term, Agency agrees to pay the Initial Fees and Usage Fees payments according to Section 5.1.
6. TERM AND TERMINATION
6.1 Term. Subject to earlier termination as provided below, the initial term of this Agreement shall be for the period
of time set forth on the Order Form (the "Initial Term"). Following the Initial Terrn, unless otherrvise indicated
on the Order Form, this Agreement will automatically renew for successive renewal terms far the greater of one
year and the length set forth on the Order Form (each, a "Rene)val Term", and together with the Initial Term, the
"Service Term") unless either party gives the other party notice of non -renewal at least thirty (30) days prior to
the end of the then -current term.
6.2 Agency Satisfaction Guarantee. At any time during the agreed upon term, a customer not fully satisfied with
the service or solution may self -elect to terminate their contract. Self -elected termination will result in a one-time fee
of actual cost of removal, said cost not to exceed $500 per camera. Upon self -elected termination, a refund will be
provided, prorated for any fees paid for the remaining Term length set forth previously. Self -termination of the
contract by the customer will be effective immediately. Flock will remove all equipment at its own convenience
upon termination. Advance notice will be provided.
6.3 Termination. In the event of any material breach of this Agreement, the non -breaching party may terminate this
Agreement prior to the end of the Service Term by giving thirty (30) days prior written notice to the breaching party;
provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the
expiration of such thirty -day period. Either party may terminate this Agreement, without notice, (i) upon the
institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other
party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do
business. Upon termination for Flock's breach, Flock will refund to Agency a pro-rata portion of the pre -paid Fees
for Services not received due to such termination.
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6.4 Effect of Termination. Upon any termination of the Service Term, Flock will collect all Units, delete all
Agency Data, terminate Agency's right to access or use any Services, and all licenses granted by Flock hereunder
will immediately cease. Agency shall ensure that Flock is granted access to collect all Units and shall ensure that
Flock personnel does not encounter Hazardous Conditions in the collection of such units. Upon termination of this
Agreement, Agency will immediately cease all use of Flock Services.
6.5 No -Fee Term. The initial No -Fee Term will extend, after entering into this Agreement, for 30 days from the
date a Non -Agency End User grants access to their Footage and/or Notifications. In expectation of repeated non -
continuous No -Fee Terms, Flock may in its sole discretion leave access open for Agency's Authorized End Users
despite there not being any current Non -Agency End User authorizations. Such access and successive No -Fee
Terms are deemed to be part of the No -Fee Term. Flock, in its sole discretion, can determine not to provide
additional No -Fee Terms or can impose a price per No -Fee Term upon 30 days' notice. Agency may terminate any
No -Fee Term or access to future No -Fee Terms upon 30 days' notice.
6.6 Survival. The following Sections will survive termination: 2.4, 2.5, 3, 4, 5 (with respect to any accrued rights to
payment), 6.5, 7.4, 8.1, 8.2, 8.3, 8.4, 9.1 and 10.5.
7. REMEDY; WARRANTY AND DISCLAIMER
7.1 Remedy. Upon a malfunction or failure of Hardware or Embedded Software (a "Defect"), Agency must first
make commercially reasonable efforts to address the problem by contacting Flock's technical support as described
in Section 2.9 above. If such efforts do not correct the Defect, Flock shall, or shall instruct one of its contractors to,
in its sole discretion, repair or replace the Hardware or Embedded Software suffering from the Defect. Flock
reserves the right to refuse or delay replacement or its choice of remedy for a Defect until after it has inspected and
tested the affected Unit; provided that such inspection and test shall occur within 72 hours after Agency notifies the
Flock of defect. Flock agrees to replace cameras at a fee according to the then -current Reinstall Policy
(https://www.flocksafety.com/reinstall-fee-schedule). Customer shall not be required to replace subsequently
damaged or stolen units; however, Customer understands and agrees that functionality, including Footage, will be
materially affected due to such subsequently damaged or stolen units and that Flock will have no liability to
Customer regarding such affected functionality nor shall the Fees owed be impacted.
7.2 Exclusions. Flock will not provide the remedy described in Section 7.1 above if any of the following exclusions
apply: (a) misuse of the Hardware or Embedded Software in any manner, including operation of the Hardware or
Embedded Software in any way that does not strictly comply with any applicable specifications, documentation, or
other restrictions on use provided by Flock; (b) damage, alteration, or modification of the Hardware or Embedded
Software in any way; or (c) combination of the Hardware or Embedded Software with software, hardware or other
technology that was not expressly authorized by Flock.
7.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the
Services in a mariner which minimizes errors and inten•uptions in the Services and shall perform the Installation
Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled
maintenance or for unscheduled emergency maintenance, either by Flock or by third -party providers, or because of
other causes beyond Flock's reasonable control, but Flock shall use reasonable efforts to provide advance notice in
writing or by e-mail of any scheduled service disruption.
7.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS AGENCY'S SOLE REMEDY, AND
FLOCK'S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE HARDWARE AND/OR EMBEDDED
SOFTWARE. THE FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR
ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED
FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE
SERVICES AND INSTALLATION SERVICES ARE PROVIDED "AS IS" AND FLOCK DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT
THIS DISCLAIMER OF SECTION 7.4 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING
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LAW OF THE STATE MENTIONED IN SECTION I0.6, OR IF NO STATE IS MENTIONED IN SECTION 10.6,
BY THE LAW OF THE STATE OF GEORGIA.
7.5 Insurance. Flock and Agency will each maintain commercial general liability policies with policy limits
reasonably commensurate with the magnitude of their business risk. Certificates of Insurance will be provided upon
request.
8. LIMITATION OF LIABILITY AND INDEMNITY
8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK AND ITS
SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY SUPPLIERS),
OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE
RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR
TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE
OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR FOOTAGE OR
COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF
BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR REASONABLE
CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE OR
IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH THE FBI DATABASE; (D) FOR ANY PUBLIC
DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (E) FOR CRIME
PREVENTION; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH
ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY AGENCY TO FLOCK FOR THE
SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT OR OMISSION THAT
GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF AN EMERGENCY, AGENCY SHOULD
CONTACT 911 AND SHOULD NOT RELY ON THE SERVICES.THIS LIMITATION OF LIABILITY OF
SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE
MENTIONED IN SECTION 10.6, OR IF NO STATE IS MENTIONED IN SECTION 10.61 BY THE LAW OF
THE STATE OF GEORGIA
8.2 Additional No -Fee Term Requirements. IN NO EVENT SHALL FLOCK'S AGGREGATE LIABILITY, IF
ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE NO -FEE TERM EXCEED $100, WITHOUT
REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
PRODUCT LIABILITY OR OTHERWISE. Except for Flock's willful acts, Agency agrees to pay for Flock's
attorneys' fees to defend Flock for any alleged or actual claims arising out of or in any way related to the No -Fee
Term.
8.3 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and
omissions of its own employees, deputies, officers, or agents, iu connection with the performance of their official
duties under this Agreement. Each Party to this Agreement 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. Agency will not pursue any claims
or actions against Flock's suppliers.
8.4 Indemnity. Agency hereby agrees to indemnify and hold harmless Flock against any damages, losses, liabilities,
settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or
action that arises from an alleged violation of Section 3.2, a breach of this Agreement, Agency's Installation
Obligations, Agency's sharing of any data in connection with the Flock system, Flock employees or agent or Non -
Agency End Users, or otherwise from Agency's use of the Services, Hardware and any Software, including any
claim that such actions violate any applicable law or third party right. Although Flock has no obligation to monitor
Agency's use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or
alleged to be) in violation of Section 3.2 or this Agreement.
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9. RECORD RETENTION
9.1 Data Preservation. The Agency agrees to store Agency Data and Non -Agency End User Data in compliance
with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record
retention schedules. As part of Agency's consideration for paid access and no -fee access to the Flock System, to the
extent that Flock is required by local, state or federal law to store the Agency Data or the Non -Agency End User
Data, Agency agrees to preserve and securely store this data on Flock's behalf so that Flock can delete the data from
its servers and, should Flock be legally compelled by judicial or government order, Flock may retrieve the data from
Agency upon demand.
10. MISCELLANEOUS
10.1 Severability. If any provision of dais Agreement is found to be unenforceable or invalid, that provision will be
limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and
effect and enforceable.
10.2 Assignment. This Agreement is not assignable, transferable or sublicensable by Agency except with Flock's
prior written consent. Flock may transfer and assign any of its rights and obligations, in whole or in part, under this
Agreement without consent.
10.3 Entire Agreement. This Agreement, together with the Order Form(s), the then -current Reinstall Policy
'https://www.flocksafety.com/reinstall-fee-schedule), and Deployment Plan(s), are the complete and exclusive
statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral
agreements, communications and other understandings relating to the subject matter of this Agreement, and that all
waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. None of
Agency's purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such
conflicting terms are expressly rejected.
10.4 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement
and Agency does not have any authority of any kind to bind Flock in any respect whatsoever.
10.5 Costs and Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing
party will be entitled to recover costs and attorneys' fees.
10.6 Governing Law; Venue. This Agreement shall be governed by the laws of the State of Georgia without regard
to its conflict of laws provisions. To the extent that the arbitration language below does not apply, the federal and
state courts sitting in Atlanta, Georgia will have proper and exclusive jurisdiction and venue with respect to any
disputes arising from or related to the subject matter of this Agreement. The parties agree that the United Nations
Convention for the International Sale of Goods is excluded in its entirety from this Agreement. Any dispute arising
out of, in connection with, or in relation to this agreement or the making of validity thereof or its interpretation or
any breach thereof shall be determined and settled by arbitration in Atlanta, Georgia by a sole arbitrator pursuant to
the rules and regulations then obtaining of the American Arbitration Association and any award rendered therein
shall be final and conclusive upon the parties, and a judgment thereon may be entered in the highest court of the
forum, state or federal, having jurisdiction. The service of any notice, process, motion or other document in
connection with an arbitration award under this agreement or for the enforcement of an arbitration award hereunder
may be effectuated by either personal service or by certified or registered mail to the respective addresses provided
herein.
10.7 Publicity. Unless otherwise indicated on the Order Form, Flock has the right to reference and use Agency's
name and trademarks and disclose the nature of the Services provided hereunder in each case in business and
development and marketing efforts, including without limitation on Flock's website.
10.8 Export. Agency may not remove or export from the United States or allow the export or re-export of the Flock
IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the
United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets
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Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Services,
the Hardware, the Embedded Software and Documentation are "commercial items" and according to DFAR section
252.2277014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software
documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification,
reproduction, release, performance, display, or disclosure of such commercial software or commercial software
documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be
prohibited except to the extent expressly permitted by the terms of this Agreement.
10.9 Headings. The headings are merely for organization and should not be construed as adding meaning to the
Agreement or interpreting the associated Sections.
10.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.
10.11 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and
have the authority to sign on behalf of and bind the organizations and individuals they are representing.
10.12 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given
when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-
mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt,
if sent by certified or registered mail, return receipt requested.
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FLOCK GROUP INC.
SERVICES AGREEMENT
C77��:a �Ctt77►i I
This Order Form together with the Terms (as defined herein) describe the relationship between Flock Group Inc. ("Flock") and
the customer identified below ("Customer") (each of Flock and Customer, a "Party"). This order form ("Order Form") hereby
incorporates and includes the "GOVERNMENT AGENCY CUSTOMER AGREEMENT" attached (the "Terms") which describe and set
forth the general legal terms governing the relationship (collectively, the "Agreement" ). The Terms contain, among other things,
warranty disclaimers, liability limitations and use limitations.
The Agreement will become effective when this Order Form is executed by both Parties (the "IJffective Date").
Customer: G i ,� � � 'n � •�
Address: nn i 3
Vol
Usage Fees: $12500 per Year (the "Payment Period")
Number of Cameras: 5
Installation Fee (one-time) $1250
Pole Fee (one-time) I
E M ail: ::T c i p iit-r,4 4 ��r�?S,
Initial Term: 24 Months
Renewal Term: 24 Months
Billing Contact:
(if different than above)
Expected Payment Method:
By executing this Order Form, Customer represents and warrants that it has read and agrees all of the terms and
conditions contained in the Terms attached. The Parties have executed this Agreement as of the dates set forth below.
Flock Group Inc
By:
Name:
Title:
Date:
Flock Group Lic.
Customer:
By:
Title: C ; % 9A)tI•6s95R-
Date: ]% ZYl�zd ZD
Order Form
Anna Police Dept
1134434504
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EXHIBIT A
Statement of Work
Installation of Flock Camera on existing pole or Flock -supplied pole if required
Flock Group Inc.
Order Form
Anna Police Dept
1134434504
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GOVERNMENT AGENCY CUSTOMER AGREEMENT
This Government Agency Agreement (this "Agreement") is entered into by and between Flock Group,
Inc. with a place of business at 1170 Howell Mill Rd NW Suite 210, Atlanta, GA 30318 ("Flock") and the police
department or government agency identified in the signature block below ("Agency") (each a "Party," and together,
the "Parties").
RECITALS
WHEREAS, Flock offers a software and hardware solution for automatic license plate detection through
Flock's technology platform (the "Flock Service"), and upon detection, the Flock Service creates images and
recordings of suspect vehicles ("Footage") and can provide notifications to Agency upon the instructions of Non -
Agency End User ("Notifications");
WHEREAS, Agency desires to purchase, use and/or have installed access to the Flock Service in order to
create, view, search and archive Footage and receive Notifications, including those from non -Agency users of the
Flock System (where there is an investigative purpose) such as schools, neighborhood homeowners associations,
businesses, and individual users;
WHEREAS, because Footage is stored for no longer than 30 days in compliance with Flock's records
retention policy, Agency is responsible for extracting, downloading and archiving Footage fiom the Flock System
on its own storage devices; and
WHEREAS, Flock desires to provide Agency the Flock Service and any access thereto, subject to the
terms and conditions of this Agreement, solely for the purpose of crime awareness and prevention by police
departments and archiving for evidence gathering ("Purpose").
AGREEMENT
NOW, THEREFORE, Flock and Agency agree as follows and further agree to incorporate the Recitals
into this Agreement.
1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in
this Section 1.
1.1 `Authorized End User" shall mean any individual employees, agents, or contractors of Agency accessing or
using the Services through the Web Interface, under the rights granted to Agency pursuant to this Agreement.
1.2 "Agency Data" will mean the data, media and content provided by Agency through the Services. For the
avoidance of doubt, the Agency Content will include the Footage and geolocation information and environmental
data collected by sensors built into the Units.
1.3 "Documentation" will mean text and/or graphical documentation, whether in electronic or printed format, that
describe the features, functions and operation of the Services which are provided by Flock to Agency in accordance
with the terms of this Agreement.
1.4 "Embedded Soft►vare" will mean the software and/or firmware embedded or preinstalled on the Hardware.
1.5 "Flock IP" will mean the Flock Services, the Documentation, the Hardware, the Embedded Software, the
Installation Services, and any and all intellectual property therein or otherwise provided to Agency and/or its
Authorized End Users in connection with the foregoing.
1.6 "Footage" means still images and/or video captured by the Hardware in the course of and provided via the
Services.
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1.7 "Hardware" shall mean the Flock Gate Cameras and any other physical elements that interact with the
Embedded Software and the Web Interface to provide the Services. The term "Hardware" excludes the Embedded
Software.
1.8 "Installation Services" means the services provided by Flock regarding the installation, placements and
configuration of the Hardware, pursuant to the Statement of Work attached hereto.
1.9 "Flock Services" means dre provision, via the Web Interface, of Flock's software application for automatic
license plate detection, searching image records, and sharing Footage.
1.10 "Non Agency E�:d User" means a Flock's non -Agency customer that has elected to give Agency access to its
data in the Flock System.
1.11 "Non Agency End User Data"means the Footage, geolocation data, environmental data and/or Notifications
of a Non -Agency End User.
1.12 "Unit(s)" shall mean the Hardware together with the Embedded Software.
1.13 "Web Interface" means the website(s) or applications) tluough which Agency and its Authorized End Users
can access the Services in accordance with the terms of this Agreement.
y 1C�Zy:t.� �1 ���/_[y �fy�►17.Y11�' �]DI
2.1 Provision of Access. Subject to the terms of this Agreement, Flock hereby grants to Agency anon -exclusive,
non -transferable right to access the features and functions of the Flock Services via the Web Interface during the
Service Term and No -Fee Term, solely for the Authorized End Users. The Footage will be available for Agency's
designated administrator, listed on the Order Form, and any Authorized End Users to access via the Web Interface
for 30 days. Authorized End Users will be required to sign up for an account, and select a password and username
("User ID"). Flock will also provide Agency the Documentation to be used in accessing and using the Flock
Services. Agency shall be responsible for all acts and omissions of Authorized End Users, and any act or omission
by an Authorized End User which, if undertaken by Agency, would constitute a breach of this Agreement, shall be
deemed a breach of this Agreement by Agency. Agency shall undertake reasonable efforts to make all Authorized
End Users aware of the provisions of this Agreement as applicable to such Authorized End User's use of the Flock
Services and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or
more third parties to deliver any part of the Flock Services, including without limitation using a third party to host
the Web Interface which the Flock Services make available to Agency and Authorized End Users. Flock will pass -
through any warranties that Flock receives from its then current third -parry service provider to the extent that such
warranties can be provided to Agency. SUCH WARRANTIES, AS PROVIDED AS HONORED BY SUCH THIRD
PARTIES, ARE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND FLOCK'S SOLE AND
EXCLUSIVE LIABILITY WITH REGARD TO SUCH THIRD -PARTY SERVICES, INCLUDING WITHOUT
LIMITATION HOSTING THE WEB INTERFACE. To the extent practicable, Agency agrees to comply with any
acceptable use policies and other terms of any third -party service provider that are provided or otherwise made
available to Agency from time to time.
2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Agency a limited, non-
exclusive, non -transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the
Embedded Software as installed on the Hardware by Flock; in each case, solely as necessary for Agency to use the
Flock Services,
2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to Agency a non-
exclusive, non -transferable right and license to use the Documentation during the Service Term for Agency's
internal purposes in connection with its use of the Flock Services as contemplated herein.
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2A Usage Restrictions. The purpose for usage of the equipment, the Services and support, and the Flock IP is solely
to facilitate gathering evidence that could be used in a criminal investigation by the appropriate government agency
and not for tracking activities that the system is not designed to capture ("Permitted Purpose"). Agency will not, and
will not permit any Authorized End Users to, (i) copy or duplicate any of the Flock IP; (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 IP is compiled or interpreted, or apply any other process or procedure to derive the source code of
any software included in the Flock IP, or attempt to do any of the foregoing, and Agency acknowledges that nothing
in this Agreement will be construed to grant Agency any right to obtain or use such source code; (iii) modify, alter,
tamper with or repair any of the Flock IP, or create any derivative product from any of the foregoing, or attempt to
do any of the foregoing, except with the prior written consent of Flock; (vi) interfere or attempt to interfere in any
manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of
any intellectual property or proprietary right appearing on or contained within any of the Application IP; (vii) use
the Flock Services for timesharing or service bureau purposes or otherwise for the benefit of a third party or any
purpose other than the Purpose; (viii) use the Services, support, equipment and the Flock IP for anything other than
the Permitted Purpose; or (ix) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as
security or otherwise encumber, Agency's rights under Sections 2.1, 2.2, or 2.3.
2.5 Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement, Flock
and its licensors retain all right, title and interest in and to the Flock IP and its components, and Agency
acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by
this Agreement. 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.
2.6 Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily suspend
Agency's and any Authorized End User's access to any portion or all of the Flock IP if (i) Flock reasonably
determines that (a) there is a threat or attack on any of the Flock IP; (b) Agency's or any Authorized End User's use
of the Flock Service disrupts or poses a security risk to the Flock Service or any other customer or vendor of Flock;
(c) Agency or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Flock's
provision of the Flock Services to Agency or any Authorized End User is prohibited by applicable law; or (e) any
vendor of Flock has suspended or terminated Flock's access to or use of any thud party services or products required
to enable Agency to access the Flock (each such suspension, in accordance with this Section 2.6, a "Service
Suspension"). Flock will make commercially reasonable efforts, circumstances permitting, to provide written notice
of any Service Suspension to Agency (including notices sent to Flock's registered email address) and to provide
updates regarding resumption of access to the Flock IP following any Service Suspension. Flock will use
commercially reasonable efforts to resume providing access to the Application Service as soon as reasonably
possible after the event giving rise to the Service Suspension is cured. Flock will have no liability for any damage,
liabilities, losses (including any loss of data or profits) or any other consequences that Agency or any Authorized
End User may incur as a result of a Service Suspension. To the extent that the service suspension is not caused by
Agency's direct actions or by the actions of parties associated with the Agency, the expiration of the Term will be
tolled by the duration of any suspension (for any continuous suspension lasting at least one full day).
2.7 Installation Services.
2.7.1 Designated Locations. Prior to performing the physical installation of the Units, Flock shall advise
Agency on the location and positioning of the Units for optimal license plate image capture, as conditions and location
aHow. Flock and Agency must mutually agree on the location (mounting site or pole), position and angle of the Units
each Unit location so designated by Agency, a "Designated Location"). Flock shall have no liability to Agency
resulting from any poor performance, functionality or Footage resulting from or otherwise relating to the Designated
Locations or delay in installation due to Agency's delay in identifying the choices for the Designated Locations, in
ordering and/or having the Designated Location ready for installation including having all electrical work preinstalled
and permits ready. Designated Locations that are suggested by Flock and accepted by Agency without alteration will
be known as Flock Designated Locations. After a deployment plan with Designated Locations and equipment has
been agreed upon by both Flock and the Agency, any subsequent changes to the deployment plan ("Reinstalls") driven
by Agency's request will incur a charge for Flock's then -current list price for Reinstalls, as listed in the then -current
Reinstall Policy (available at https://www.flocksafety.com/reinstall-fee-schedule) and any equipment charges. These
changes include but are not limited to camera re -positioning, adjusting of camera mounting, re -angling, removing
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foliage, camera replacement, changes to heights of poles, regardless of whether the need for Reinstalls related to
vandalism, weather, theft, lack of criminal activity in view, and the like.
2.7.2 Agency's Installation: Obligations. Agency agrees to allow Flock and its agents reasonable access in
and near the Designated Locations at all reasonable times upon reasonable notice for the purpose of performing the
installation work, The "Agency Installation Obligations" include, to the extent required by the Deployment Plan, but
are not limited to electrical work to provide a reliable source of 120V AC power that follow Flock guidelines and
comply with local regulations if adequate solar exposure is not available. Agency is solely responsible for (i) any
permits or associated costs, and managing the permitting process; (ii) any federal, state or local taxes including
property, license, privilege, sales, use, excise, gross receipts or other similar taxes which may now or hereafter become
applicable to, measured by or imposed upon or with respect to the installation of the Hardware, its use, or (iii) any
other services performed in connection with installation of the Hardware. Any fees payable to Flock exclude the
foregoing. Without being obligated or taking any responsibility for the foregoing., Flock may pay and invoice related
costs to Customer if Customer did not address them or a third party requires Flock to pay. Agency represents and
warrants that it has all necessary right title and authority and hereby authorizes Flock to install the Hardware at the
Designated Locations and to make any necessary inspections or tests in connection with such installation.
2.7.3 Flock's Installation Obligatio�ts. The Hardware shall be installed in a workmanlike manner in
accordance with Flock's standard installation procedures, and the installation will be completed within a reasonable
time from the time that the Designated Locations are selected by Agency. Following the initial installation of the
Hardware and any subsequent Reinstalls or maintenance operations, Flock's obligation to perform installation work
shall cease; however, Flock will continue to monitor the performance of the Units and receive access to the Footage
for a period of 3 business days for maintenance purposes. Customer can opt out of Flock's access in the preceding
sentence, which would waive Flock's responsibility to ensure such action was successful. Agency understands and
agrees that the Flock Services will not function without the Hardware. Labor may be provided by Flock or a third
party.
2.7.4 Security Inte1•est. The Hardware shall remain the personal property of Flock and will be removed upon
the termination or expiration of this Agreement. Agency agrees to perform all acts which maybe necessary to assure
the retention of title of the Hardware by Flock. Should Agency default in any payment for the Flock Services or any
part thereof or offer to sell or auction the Hardware, then Agency authorizes and empowers Flock to remove the
Hardware or any part thereof. Such removal, if made by Flock, shall not be deemed a waiver of Flock's rights to any
damages Flock may sustain as a result of Agency's default and Flock shall have the right to enforce any other legal
remedy or right.
2.8 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock's price for its services under this
Agreement does not contemplate work in any areas that contain hazardous materials, or other hazardous conditions,
including, without limit, asbestos. In the event any such hazardous materials are discovered in the designated
locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work
immediately in the area affected until such materials are removed or rendered harmless. Any additional expenses
incurred by Flock as a result of the discovery or presence of hazardous material or hazardous conditions shall be the
responsibility of Agency and shall be paid promptly upon billing.
2.9 Support Services. Subject to the payment of fees, Flock shall monitor the performance and functionality of
Flock Services and may, from time to time, advise Agency on changes to the Flock Services, Installation Services,
or the Designated Locations which may improve the performance or functionality of the Services or may improve
the quality of the Footage. The work, its timing, and the fees payable relating to such work shall be agreed by the
Patties prior to any alterations to or changes of the Services or the Designated Locations ("Monitoring Services").
Subject to the terms hereof, Flock will provide Agency with reasonable technical and on -site support and
maintenance services ("On -Site Services") in -person or by email at hello@flocksafety.com. Flock will use
commercially reasonable efforts to respond to requests for support.
2.10 Special Terms. From time to time, Flock may offer certain "Special Terms" related to guarantees, service and
support which are indicated in the proposal and on the order form and will become part of this Agreement.
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3. AGENCY RESTRICTIONS AND RESPONSIBILITIES
3.1 Agency Obligations. Agency agrees to provide Flock with accurate, complete, and updated registration
information. Agency may not select as its User ID a name that Agency does not have the right to use, or another
person's name with the intent to impersonate that person. Agency may not transfer its account to anyone else
without prior written permission of Flock. Agency will not share its account or password with anyone, and must
protect the security of its account and password. Agency is responsible for any activity associated with its account.
Agency shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect
to, access or otherwise use the Services. Agency will, at its own expense, provide assistance to Flock, including, but
not limited to, by means of access to, and use of, Agency facilities, as well as by means of assistance from Agency
personnel, to the limited extent any of the foregoing may be reasonably necessary to enable Flock to perform its
obligations hereunder, including, without limitation, any obligations with respect to Support Services or any
Installation Services.
3.2 Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency will use
the Services only in compliance with this Agreement and all applicable laws and regulations, including but not
limited to any laws relating to the recording or sharing of video, photo, or audio content and retention thereof. To
the extent allowed by the governing law of the state mentioned in Section 10.6, or if no state is mentioned in Section
10.6, by the law of the State of Georgia, Agency hereby agrees to indemnify and hold harmless Flock against any
damages, losses, liabilities, settlements and expenses, including without limitation costs and attorneys' fees, in
connection with any claim or action that arises from an alleged violation of the foregoing, Agency's Installation
Obligations, or otherwise from Agency's use of the Services, Hardware and any Software, including any claim that
such actions violate any applicable law or third party right. Although Flock has no obligation to monitor Agency's
use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or alleged to be)
in violation of the foregoing.
4. CONFIDENTIALITY; AGENCY DATA; NON -AGENCY DATA
4.1 Confidentiality. Each Party (the "Receiving Party") understands that the other Party (the "Disclosing Party")
has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business
(hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Flock is
non-public information including but not limited to features, functionality, designs, user interfaces, trade secrets,
intellectual property, business plans, marketing plans, works of authorship, hardware, customer lists and
requirements, and performance of the Flock Services. Proprietary Infonnation of Agency includes non-public
Agency Data, Non -Agency End User Data, and data provided by Agency or a Non -Agency End User to Flock or
collected by Flock via the Unit, including the Footage, to enable the provision of the Services. The Receiving Party
shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Proprietary
Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are
reasonably necessary and appropriate to preserve and protect the Proprietary Information and the parties' respective
rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the
Proprietary Information of the other party to those employees or agents who require access in order to perform
hereunder. The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or
unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no
event will a party apply less than reasonable precautions to protect such Proprietary Information, and (ii) not to use
(except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such
Proprietary Information. Flock's use of the Proprietary Information may include processing the Proprietary
Information to send Agency Notifications or alerts, such as when a car exits Agency's neighborhood, or to analyze
the data collected to identify motion or other events.
The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving
Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by
Receiving Party prior to receipt fiom the Disclosing Party, or (c) was rightfully disclosed to Receiving Parry without
restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the
Disclosing Party.
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Nothing in this Agreement will prevent the Receiving Partyfrom disclosing the Proprietary Information pursuant to
any subpoena, summons, judicial order or other judicial or governmental process, provided that the Receiving Party
gives the Disclosing Party reasonable prior notice of such disclosure to obtain a protective order or otherwise oppose
the disclosure. For clarity, Flock may access, use, preserve and/or disclose the Footage to law enforcement
authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief
that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with a legal process or
request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or
otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Flock, its users, a
third party, or the public as required or permitted by law, including respond to an emergency situation. Having
received notice prior to data being deleted, Flock may store Footage in order to comply with a valid court order but
such retained Footage will not be retrievable without a valid court order.
4.2 Agency and Non -Agency End User Data. As between Flock and Agency, all right, title and interest in the
Agency Data and Non -Agency End User Data, belong to and are retained solely by Agency. Agency hereby grants
to Flock a limited, non-exclusive, royalty -free, worldwide license to use the Agency Data and Non -Agency End
User Data and perform all acts with respect to the Agency Data and Non -Agency End User Data as may be
necessary for Flock to provide the Flock Services to Agency, including without limitation the Support Services set
forth in Section 2.9 above, and a non-exclusive, perpetual, irrevocable, worldwide, royalty -free, fully paid license to
use, reproduce, modify and distribute the Agency Data and Non -Agency End User Data as a part of the Aggregated
Data (as defined in Section 4.4 below). As between Flock and Agency, Agency is solely responsible for the
accuracy, quality, integrity, legality, reliability, and appropriateness of all Agency Data and Non -Agency End User
Data. As between Agency and Non -Agency End Users that have prescribed access of Footage to Agency, each of
Agency and Non -Agency End Users will share all right, title and interest in the Non -Agency End User Data. This
Agreement does not by itself make any Non -Agency End User Data the sole property or the Proprietary Information
of Agency. Flock will automatically delete Footage older than 30 days. Agency has a 30-day window to view, save
and/or transmit Footage to the relevant government agency prior to its deletion.
4.3 Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommendations or
other information relating to the subject matter hereunder, Agency hereby assigns (and will cause its agents and
representatives to assign) to Flock all right, title and interest (including intellectual property rights) with respect to or
resulting from any of the foregoing.
4.4 Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Flock shall have the right to
collect and analyze data that does not refer to or identify Agency or any individuals or de -identifies such data and
other information relating to the provision, use and performance of various aspects of the Services and related
systems and technologies (including, without limitation, information concerning Agency Data and data derived
therefrom). Agency acknowledges that Flock will be compiling anonymized and/or aggregated data based on
Agency Data and Non -Agency End User Data input into the Services (the "Aggregated Data"). Agency hereby
grants Flock a non-exclusive, worldwide, perpetual, royalty -free right and license (during and after the Service Term
hereof) to (i) use and distribute such Aggregated Data to improve and enhance the Services and for other marketing,
development, diagnostic and corrective purposes, other Flock offerings, and crime prevention efforts, and (ii)
disclose the Agency Data and Non -Agency End User Data (both inclusive of any Footage) to enable law
enforcement monitoring against law enforcement hotlists as well as provide Footage search access to law
enforcement for investigative purposes only. No rights or licenses are granted except as expressly set forth herein.
5. PAYMENT OF FEES
5.1 Fees. Agency will pay Flock the first Usage Fee, the Installation Fee and any Hardware Fee (defined on the
Order Form, together the "Initial Fees") as set forth on the Order Form on or before the 7th day following the
Effective Date of this Agreement. Flock is not obligated to commence the Installation Services unless and until the
Initial Fees have been made and shall have no liability resulting from any delay related thereto. Agency shall pay
the ongoing Usage Fees set forth on the Order Form with such Usage Fees due and payable thirty (30) days in
advance of each Payment Period. All payments will be made by either ACH, check, or credit card. The first month
of Services corresponding to the fast Usage Fee payment will begin upon the first installation. For 10+-camera
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offerings where only some of the cameras are installed at the first installation and additional cameras will be
installed later, prorated Usage Fees corresponding to the then -installed cameras will be invoiced to Agency
immediately after installation and to the later camera installation(s) subsequently invoiced.
5.2 Changes to Fees. Flock reserves the right to change the Fees or applicable charges and to institute new charges
and Fees at the end of the Initial Term or any Renewal Term, upon sixty (60) days' notice prior to the end of such
Initial Term or Renewal Term (as applicable) to Agency (which may be sent by email). If Agency believes that
Flock has billed Agency incorrectly, Agency must contact Flock no later than sixty (60) days after the closing date
on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
Inquiries should be directed to Flock's customer support department. Agency acknowledges and agrees that a failure
to contact Flock within this sixty (60) day period will serve as a waiver of any claim Agency may have had as a
result of such billing error.
5.3 Invoicing, Late Fees; Taxes. Flock may choose to bill through an invoice, in which case, full payment for
invoices issued in any given month must be received by Flock thirty (30) days after the mailing date of the invoice.
Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum
permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of
Service. Agency shall be responsible for all taxes associated with Services other than U.S. taxes based on Flock's
net income.
5.4 No -Fee Term Access. Subject to Flock's record retention policy, Flock offers complimentary access to the
Flock System for 30 days ("No Fee Term") to Agency when Non -Agency End Users intentionally prescribe access
or judicial orders mandate access to Non -Agency End User Data. No hardware or installation services will be
provided to Agency. No financial commitment by Agency is required to access the Flock Services or Footage.
Should such access cause Flock to incur internal or out-of-pocket costs that are solely the result of the access, Flock
reserves the right to invoice these costs to Agency under Section 5.3 and Agency agrees to pay them. For clarity,
No -Fee Terms and Service Terms can occur simultaneously, and when a No -Fee Term overlaps with a Service
Term, Agency agrees to pay the Initial Fees and Usage Fees payments according to Section 5.1.
6. TERM AND TERMINATION
6.1 Term. Subject to earlier termination as provided below, the initial term of this Agreement shall be for the period
of time set forth on the Order Form (the "Initial Term"). Following the Initial Term, unless other7vise indicated
on the Order Form, this Agreement will automatically renew for successive renewal terms for the greater of one
year and the length set forth on the Order Form (each, a "Renewal Term", and together with the Initial Term, the
"Service Term") unless either party gives the other party notice of non -renewal at least thirty (30) days prior to
the end of the then -current term.
6.2 Agency Satisfaction Guarantee. At any time during the agreed upon term, a customer not fully satisfied with
the service or solution may self -elect to terminate their contract. Self -elected termination will result in a one-time fee
of actual cost of removal, said cost not to exceed $500 per camera. Upon self -elected termination, a refund will be
provided, prorated for any fees paid for the remaining Term length set forth previously. Self -termination of the
contract by the customer will be effective immediately. Flock will remove all equipment at its own convenience
upon termination. Advance notice will be provided.
6.3 Termination. In the event of any material breach of this Agreement, the non -breaching party may terminate this
Agreement prior to the end of the Service Term by giving thirty (30) days prior written notice to the breaching party;
provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the
expiration of such thirty -day period. Either party may terminate this Agreement, without notice, (i) upon the
institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other
parry's making an assignment for the benefit of creditors, or (iii) upon the other parry's dissolution or ceasing to do
business. Upon termination for Flock's breach, Flock will refund to Agency a pro -rats portion of the pre -paid Fees
for Services not received due to such termination.
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6A Effect of Termination. Upon any termination of the Service Term, 1710ck will collect all Units, delete all
Agency Data, terminate Agency's right to access or use any Services, and all licenses granted by Flock hereunder
will immediately cease. Agency shall ensure that Flock is granted access to collect all Units and shall ensure that
Flock personnel does not encounter Hazardous Conditions in the collection of such units. Upon termination of this
Agreement, Agency will immediately cease all use of Flock Services,
6.5 No -Fee Term. The initial No -Fee Term will extend, after entering into this Agreement, for 30 days from the
date a Non -Agency End User grants access to their Footage and/or Notifications. In expectation of repeated non -
continuous No -Fee Terms, Flock may in its sole discretion leave access open for Agency's Authorized End Users
despite there not being any current Non -Agency End User authorizations. Such access and successive No -Fee
Terms are deemed to be part of the No -Fee Term. Flock, in its sole discretion, can determine not to provide
additional No -Fee Terms or can impose a price per No -Fee Term upon 30 days' notice. Agency may terminate any
No -Fee Term or access to future No -Fee Terms upon 30 days' notice.
6.6 Survival. The following Sections will survive temination: 2.4, 2.5, 3, 4, 5 (with respect to any accrued rights to
payment), 6.5, 7.4, 8.1, 8.2, 8.3, 8.4, 9.1 and 10.5.
7. REMEDY; WARRANTY AND DISCLAIMER
7.1 Remedy. Upon a malfunction or failure of Hardware or Embedded Software (a "Defect"), Agency must first
make commercially reasonable efforts to address the problem by contacting Flock's technical support as described
in Section 2.9 above. If such efforts do not correct the Defect, Flock shall, or shall instruct one of its contractors to,
in its sole discretion, repair or replace the Hardware or Embedded Software suffering from the Defect. Flock
reserves the right to refuse or delay replacement or its choice of remedy for a Defect until after it has inspected and
tested the affected Unit; provided that such inspection and test shall occur within 72 hours after Agency notifies the
Flock of defect. Flock agrees to replace cameras at a fee according to the then -current Reinstall Policy
(https://www.flocksafety.com/reinstall-fee-schedule). Customer shall not be required to replace subsequently
damaged or stolen units; however, Customer understands and agrees that functionality, including Footage, will be
materially affected due to such subsequently damaged or stolen units and that Flock will have no liability to
Customer regarding such affected functionality nor shall the Fees owed be impacted.
7.2 Exclusions. Flock will not provide the remedy described in Section 7.1 above if any of the following exclusions
apply: (a) misuse of the Hardware or Embedded Software in any manner, including operation of the Hardware or
Embedded Software in any way that does not strictly comply with any applicable specifications, documentation, or
other restrictions on use provided by Flock; (b) damage, alteration, or modification of the Hardware or Embedded
Software in any way; or (c) combination of the Hardware or Embedded Software with software, hardware or other
technology that was not expressly authorized by Flock.
7.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the
Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation
Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled
maintenance or for unscheduled emergency maintenance, either by Flock or by third -party providers, or because of
other causes beyond Flock's reasonable control, but Flock shall use reasonable efforts to provide advance notice in
writing or by e-mail of any scheduled service disruption.
7.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS AGENCY'S SOLE REMEDY, AND
FLOCK'S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE HARDWARE AND/OR EMBEDDED
SOFTWARE. THE FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR
ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED
FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE
SERVICES AND INSTALLATION SERVICES ARE PROVIDED "AS IS" AND FLOCK DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT
THIS DISCLAIMER OF SECTION 7.4 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING
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LAW OF THE STATE MENTIONED IN SECTION 10.65OR IF NO STATE IS MENTIONED IN SECTION 10.6,
BY THE LAW OF THE STATE OF GEORGIA.
7.5 Insurance. Flock and Agency will each maintain commercial general liability policies with policy limits
reasonably commensurate with the magnitude of their business risk. Certificates of Insurance will be provided upon
request.
8. LIMITATION OF LIABILITY AND INDEMNITY
8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK AND ITS
SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY SUPPLIERS),
OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE
RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR
TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE
OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR FOOTAGE OR
COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF
BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR REASONABLE
CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE OR
IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH THE FBI DATABASE; (D) FOR ANY PUBLIC
DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (E) FOR CRIME
PREVENTION; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH
ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY AGENCY TO FLOCK FOR THE
SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT OR OMISSION THAT
GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF AN EMERGENCY, AGENCY SHOULD
CONTACT 911 AND SHOULD NOT RELY ON THE SERVICES.THIS LIMITATION OF LIABILITY OF
SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE
MENTIONED IN SECTION 10.6, OR IF NO STATE IS MENTIONED IN SECTION 10.6, BY THE LAW OF
THE STATE OF GEORGIA
8.2 Additional No -Fee Term Requirements. IN NO EVENT SHALL FLOCK'S AGGREGATE LIABILITY, IF
ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE NO -FEE TERM EXCEED $100, WITHOUT
REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
PRODUCT LIABILITY OR OTHERWISE. Except for Flock's willful acts, Agency agrees to pay for Flock's
attorneys' fees to defend Flock for any alleged or actual claims arising out of or in any way related to the No -Fee
Term.
8.3 Responsibility. Each Party to this Agreement 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 Agreement. Each Party to this Agreement 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. Agency will not pursue any claims
or actions against Flock's suppliers.
8.4 Indemnity. Agency hereby agrees to indemnify and hold harmless Flock against any damages, losses, liabilities,
settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or
action that arises from an alleged violation of Section 3.2, a breach of this Agreement, Agency's Installation
Obligations, Agency's sharing of any data in connection with the Flock system, Flock employees or agent or Non -
Agency End Users, or otherwise from Agency's use of the Services, Hardware and any Software, including any
claim that such actions violate any applicable law or third party right. Although Flock has no obligation to monitor
Agency's use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or
alleged to be) in violation of Section 3.2 or this Agreement.
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9. RECORD RETENTION
9.1 Data Preservation. The Agency agrees to store Agency Data and Non -Agency End User Data in compliance
with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record
retention schedules. As part of Agency's consideration for paid access and no -fee access to the Flock System, to the
extent that Flock is required by local, state or federal law to store the Agency Data or the Non -Agency End User
Data, Agency agrees to preserve and securely store this data on Flock's behalf so that Flock can delete the data from
its servers and, should Flock be legally compelled by judicial or government order, Flock may retrieve the data from
Agency upon demand.
10. MISCELLANEOUS
10.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be
limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and
effect and enforceable.
10.2 Assignment. This Agreement is not assignable, hansferable or sublicensable by Agency except with Flock's
prior written consent. Flock may transfer and assign any of its rights and obligations, in whole or in part, under this
Agreement without consent.
10.3 Entire Agreement. This Agreement, together with the Order Form(s), the then -current Reinstall Policy
(https://www.flocksafety.com/reinstall-fee-schedule), and Deployment Plan(s), are the complete and exclusive
statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral
agreements, communications and other understandings relating to the subject matter of this Agreement, and that all
waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. None of
Agency's purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such
conflicting terms are expressly rejected.
10.4 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement
and Agency does not have any authority of any kind to bind Flock in any respect whatsoever.
10.5 Costs and Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing
party will be entitled to recover costs and attorneys' fees.
10.6 Governing Law; Venue. This Agreement shall be governed by the laws of the State of Georgia without regard
to its conflict of laws provisions. To the extent that the arbitration language below does not apply, the federal and
state courts sitting in Atlanta, Georgia will have proper and exclusive jurisdiction and venue with respect to any
disputes arising from or related to the subject matter of this Agreement. The parties agree that the United Nations
Convention for the International Sale of Goods is excluded in its entirety from this Agreement. Any dispute arising
out of, in connection with, or in relation to this agreement or the making of validity thereof or its interpretation or
any breach thereof shall be determined and settled by arbitration in Atlanta, Georgia by a sole arbitrator pursuant to
the rules and regulations then obtaining of the American Arbitration Association and any award rendered therein
shall be final and conclusive upon the parties, and a judgment thereon may be entered in the highest court of the
forum, state or federal, having jurisdiction. The service of any notice, process, motion or other document in
connection with an arbitration award under this agreement or for the enforcement of an arbitration award hereunder
may be effectuated by either personal service or by certified or registered mail to the respective addresses provided
herein.
10.7 Publicity. Unless otherwise indicated on the Order Form, Flock has the right to reference and use Agency's
name and trademarks and disclose the nature of the Services provided hereunder in each case in business and
development and marketing efforts, including without limitation on Flock's website.
10.8 Export. Agency may not remove or export from the United States or allow the export or re-export of the Flock
IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the
United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets
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Control, or any other United States or foreign agency or authority. As defined m FAR section 2.101, the Services,
the Hardware, the Embedded Software and Documentation are "commercial items" and according to DFAR section
252.2277014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software
documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification,
reproduction, release, performance, display, or disclosure of such commercial software or commercial software
documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be
prohibited except to the extent expressly permitted by the terms of this Agreement.
10.9 Headings. The headings are merely for organization and should not be construed as adding meaning to the
Agreement or interpreting the associated Sections.
10.10 Counterparts. This Agreement maybe executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.
10.11 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and
have the authority to sign on behalf of and bind the organizations and individuals they are representing.
10.12 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given
when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e.
mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt,
if sent by certified or registered mail, return receipt requested.
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Re: Sole Source Letter for Flock Safety Cameras and Solution
To: Anna Police Department
Date: Jun 30, 2020
Flock Safety is the sole manufacturer and developer of the Flock Safety Camera. Flock Safety
is also the sole provider of the comprehensive monitoring, processing, and machine vision
services which integrate with the Flock Safety Camera.
Description
• Wireless deployment of license plate reading cameras with integrated cellular
communication
• Wireless ALPR camera in total weighing less than 51bs and able to be powered solely by a
solar panel of 60W or less
• On device machine processing to limit LTE bandwidth consumption
• Covert industrial design for minimizing visual pollution
• Machine vision to analyze vehicle license plate, state recognition, vehicle color, and vehicle
make
• Machine vision to capture and identify characteristics of vehicles with paper plates and in
the absence of a plate
• Machine vision to detect persons, animals, vehicles, and other cars
• Privacy controls to enable certain vehicles to "opt -out" of being captured on film
• Cloud storage of footage
• Web based footage retrieval tool with filtering capabilities such as vehicle color, partial/full
license plate, and object detection
• Performance monitoring software to predict potential failures, obstructions, tilts, and other
critical or minor issues
Page 93 of 150
Thank you,
Garrett Langley
CEO, Flock Safety
1170 Howell Mill Rd. NW •Suite 210, Atlanta, GA 30318
Page 94 of 150
Flock Safety ALPR System -Anna
Police Department
290
0
364
Camera 1: SR 455 Eastbound (100
377 8�301 W White St, Anna, TX 75409
Camera 2: SR 455 Westbound (312
F42�61 FM 455, Anna, TX 75409)
376 Camera 3: SR 5 at Finley Blvd
42; Northbound (2043 E Finley Blvd, Anna, TX
75409)
Camera 4: SR 5 at SR 373
Southbound (1499 Co Rd 373, Anna, TX
Anna 75409)
Camera 5: Collin County Outer Loop
Eastbound (8080 us-75, Anna, TX 75409)
Flock Safety's ALPR system includes fixed license plate reading cameras and
software for unlimited users to access footage and receive hotlist notifications.
Company Overview
Flock Safety's mission is to eliminate non-violent crime. This is possible with city-wide coverage
of automatic license plate readers (ALPRs) for both public safety organizations and private
citizens. When a crime occurs, Flock Safety cameras deliver the actionable evidence you need to
make an arrest.
Our company is headquartered in Atlanta, Georgia. Flock Safety camera systems are live in over
600 cities in 38 states and over 210 police departments. With an average of 65 Hot List
notifications sent an hour with jurisdictions throughout the U.S., our team is helping agencies
solve and prevent crime every hour.
Our Team
Page 95 of 150
We are a team of passionate engineers and developers focused on creating cutting -edge
technology to help solve and prevent crime. We do this by building our own hardware, writing
our own software, and continuously improving our systems. Ongoing customer feedback is at
the core of our product. We release regular enhancements based on customer needs, so we can
deliver the best technology to help eliminate non-violent crime.
Purpose
Police departments need a scalable solution to increase clearance rates and deter crime. The
Flock Safety camera sees like a detective to make actionable evidence available when needed
that is easily searchable by car type, color, timeframe, or plate detail
In October 2019, Cobb County Police Department released a study based on their installation of
13 Flock Safety cameras in March. Over the six month period, Cobb police reported a 60%
reduction in overall crime by focusing on the beat with the highest crime levels.
Product
Flock Safety cameras do not just identify the
plate seen, but all the objects within the
frame. Even if the vehicle does not have a
tag, the image can be captured for review.
The user interface is a simple search with
unlimited user licenses. Within the software
component, law enforcement can receive
hotlist alerts and create custom alerts for
plates under your investigation.
Software User Interface
Detect Crime
• Connected to the NCIC Hot List & CJIS compliant
• Hot plate alerts (includes privately owned
cameras in your jurisdiction)
• Create custom alerts for tags under
investigation with your organization
• Filter notifications by reason codes (exclude sex
offenders, include stolen plates, etc.)
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Performance
Day Time Footage
Access Evidence
• Filter search by specific camera location
• Capture vehicles regardless of plate type
(paper, no plate, etc.)
• Filter by Vehicle Fingerprint
• Timeframe
• Object (Vehicle, Bicycle, Animal Person)
• Vehicle Characteristics
• Plate (partial)
• Plate Type (in state, out of state, temporary
tag)
• Build & Color
• Resident status
Night Time Footage
Page 97 of 150
Results
Jersey Village, Texas - A camera on every street to create a virtual gate
Within one week, Flock Safety cameras notified officers of two vehicles on the NCIC Hot List.
During the seizure of one of the vehicles, a wanted murderer in the state of Louisiana was
arrested. Both vehicles were returned to their owners.
• Location: Houston suburb
• Flock Cameras: 50+
• Residents:8,000
• Installation: Two months from purchase
Marietta, Georgia - 34% reduction in calls for service in targeted hotspots
Cameras within the county led to the arrest of a suspect who allegedly brutally attacked a
woman. Officers were able to locate and arrest the suspect using Flock cameras after weeks of
the suspect being on -the -run.
• Location: Atlanta suburb
• Flock Cameras: /0 and growing (30 police cameras and 40 private cameras)
• Residents:650,000
• Installation: Two months from purchase for first hotspot
Redlands, California -Contain crime with custom hotlist alerts
A string of commercial burglaries across two towns led officers to create a custom hotlist alert for
the suspected vehicle's tag. Within three days, detectives received the notification and were able
to pursue the suspect.
• Location: San Bernardino suburb
• Flock Cameras:l4
Page 98 of 150
• Residents:7O,OOO
• Installation: Phased approach, ongoing
Post Purchase Order
Safety -as -a -Service
• Customer Support team to provide ongoing support
• Regular software updates at no additional cost
• Unlimited users for hotlist integration and alerts, and camera footage search
• Maintenance requests handled within 72 hours of request submission
Installation &Camera Locations
The average installation is to 8 weeks. Camera locations and installation timing is coordinated by
the Flock Safety Customer Support team.
City intersection
Solar & existing pole
Pricing &Contract Details
Entrance to Hotel
Solar & Flock 12 foot pole
City Foot Traffic Street
Electric & existing pole
Page 99 of 150
Traditional ALPR systems have upfront costs ranging from $10,000 to $30,000 per camera.
Additionally, due to infrastructure requirements installation can be costly and timing can vary
drastically.
Flock's ALPR camera is the only completely wireless system designed for city-wide protection.
This fully infrastructure -free setup with options for solar or direct power, allows us to offer flexible
and affordable pricing. Helping police across the country have more eyes on the street to help
reduce crime in a matter of weeks.
Subscription Details Price
2 Year Warranty
Annual Subscription Price $2,500.00
per year
Automatic License Plate Reader $0.00
(ALPR)
Solar or DC Power
2Year Maintenance Warranty
Hosting & Analytics $0.00
Cloud Hosting
Unlimited User Licenses
Hotlist Integration & Alerts
Neighborhood Camera Integration
Ongoing Software Enhancements
Installation $250.00
Camera Setup
Shipping & Handling
Other $0.00
Cellular
Mounting Equipment
Annual Subscription Price
QN Subtotal
5 $12,500.00
5 $1,250.00
S u btota I $13,750.00
Total $13,750.00
Page 100 of 150
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