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HomeMy WebLinkAboutSpecial 2024-01-22 Item 7A / 8A - Contract - Automated License Plate Readers with Flock Group for $511,300COUNCIL AGENDA SYNOPSIS Initials Meeting Date Prepared by Mayor's review Council review 1/22/24 EL ITEM INFORMATION ITEM NO. 7.A. & 8.A. STAFF SPONSOR: ERIC LUND ORIGINAL AGENDA DATE: 1/22/24 AGENDA ITEM TITLE Flock Safety - 5 year contract CATEGORY ® Discussion Mtg Date 1/22/24 Motion Mtg Date 1/22/24 Resolution Altg Date ❑ Ordinance bite Date Bid Award bite Date ❑ Public Hearing bite Date ❑ Other Altg Date SPONSOR ❑ Council ❑ Mayor ❑ Admin Svcs ❑ DCD ❑ Finance ❑ Fire ❑ P&R ® Police ❑ PW SPONSOR'S SUMMARY With the success of the police department's using ALPR technology from Flock Safety, a new 5-year contract is being proposed to lock in current pricing which will be increasing. Overall savings to the city over the life of the 5 year contract is $70,000. REVIEWED BY ❑ Trans&Infrastructure Svcs ❑ Community Svcs/Safety ❑ Finance & Governance ❑ LTAC ❑ Arts Comm. ❑ Parks Comm. DATE: COMMITTEE CHAIR: LJ Planning & Community Dev. ❑ Planning Comm. RECOMMENDATIONS: SPONSOR/ADMIN. COMMITTEE COST IMPACT / FUND SOURCE EXPENDITURE REQUIRED $511,300.00 AMOUNT BUDGETED $69,000 APPROPRIATION REQUIRED Fund Source: PD BUDGET, PUBLIC SAFETY GRANT FROM WESTFIELD CORPORATION Comments: Annual total: $101, 000 (except year 1), offset by $30,000 public safety grant 1/22/24 MTG. DATE 1/22/24 RECORD OF COUNCIL ACTION ATTACHMENTS Informational Memorandum dated 1/16/2024 Draft Contract Contract 23-074 - Flock Group, Inc. 15 16 City of Tukwila Thomas McLeod, Mayor INFORMATIONAL MEMORANDUM TO: Tukwila City Council FROM: Eric Dreyer, Chief of Police BY: Eric Lund, Deputy Chief of Police CC: Thomas McLeod DATE: January 16, 2024 SUBJECT: Flock Safety — 5-year contract ISSUE In 2023, Tukwila PD contracted with Flock Safety to provide Automated License Plate Readers (ALPR) throughout the city. Contract 23-074 was approved by council and expires at the end of 2024. Flock Safety will be increasing the cost per camera beginning with new contracts in 2024. However, our current costs will be locked in with the approval of a new 5-year contract. BACKGROUND Tukwila PD was one of the first agencies in the State of Washington to install ALPR cameras. ALPR cameras take photographs of the rear of vehicles and the license plates that are driving on public roadways. The license plates are then compared to a national database of stolen vehicles, vehicles wanted in connection with criminal activity, missing persons, Amber Alerts, and other databases. Officers receive a real-time alert that a wanted vehicle has passed by one of the cameras. Officers can respond to the area and attempt to stop the stolen vehicle. The images are saved for 30 days and deleted. There is no personally identifiable information that is recorded with these photographs. Additionally, officers and detectives can use the information to assist with criminal investigations by identifying suspect vehicles. Without license plates, identification of suspects is increasingly difficult. Since Tukwila PD partnered with Flock Safety, many other police departments in the region are also installing this technology. Des Moines, Kent, Auburn, Lakewood, Chehalis, Eatonville, and Tacoma Mall already have cameras operating. Cities that are just starting the process are Everett and Seatac. In collaboration with the Westfield Corporation, it has been determined that adding eight (8) Condor cameras and integration with current mall surveillance cameras, that this would be a great opportunity to provide an additional level of security for employees, shoppers, and visitors to Southcenter Mall. Condor cameras are a pan, tilt, zoom (PTZ) camera which captures video footage with the option to stream live video, capture and view video recordings, and upload videos. It is estimated that 70% of all crimes are committed with a vehicle. In 2023, Tukwila PD took 914 auto thefts and responded to 892 theft from vehicle calls. On average, the current cameras capture 40-60 "hits" per day, most of which are stolen vehicles and vehicles that have stolen license plates attached to them. In 2023, our officers in our department have attempted to stop or have stopped close to 300 vehicles directly using Flock technology. 17 INFORMATIONAL MEMO Page 2 FINANCIAL IMPACT The current contract with Flock includes 26 cameras at $2,500/each, which totals $65,000. Year one set up fees increased the total to $75,000. For year 2 (2024), the cost will be $68,500. The new contract will include the same 26 cameras, plus an additional 2 cameras. This contract also includes adding eight (8) Flock Safety Condor cameras around the perimeter of Southcenter Mall and integration with Southcenter Mall's security camera network. The additional Condor cameras will cost an additional $28,000 annually. The Westfield Corporation has agreed to provide a Public Safety Grant to the City of Tukwila in the amount of $30,000 annually, which will offset the cost of the additional cameras. If this contract is not approved, the PD will be renewing an additional contract starting in 2025. The new cost of the cameras will be $3,000 per camera. This is an increase of $500 per camera and with 28 cameras, this will be an increase of $14,000 annually. Over the lifetime of a 5-year contract, the savings to the city will be approximately $70,000. The total amount of a new 5-year contract with Flock Safety would total $511,300.00. The year 1 total will be $107,300, and subsequent years 2-5 will total $101,000. The $30,000 public safety grant will be billed to Westfield annually. The department's current budgeted amount for 2024 is $69,000. RECOMMENDATION The Council is being asked to approve the contract at the January 22, 2024 Council Meeting. ATTACHMENTS Contract Proposal Current Contract 23-074 — Flock Group, Inc. 18 https://tukwilawa.sharepoint.com/sites/mayorsoffice/cc/Council Agenda Items/Police/Informational Memorandum (Info Memo).docx frock safety Flock Safety + WA - Tukwila PD Flock Group Inc. 1170 Howell Mill Rd, Suite 210 Atlanta, GA 30318 MAIN CONTACT: Mack Larkin mack.larkin@flocksafety.com 3603912071 20 Customer: Legal Entity Name: Accounts Payable Email. Address: f ock safety WA - Tukwila PD WA - Tukwila PD e.lund@tukwilawa.gov 15005 Tukwila Intl Blvd Tukwila, Washington 98188 Hardware and Software Products Annual recurring amounts over subscription term Flock Safety Flock OS F1ockOS TM Flock Safety LPR Products Flock Safety Falcon ® Flock Safety Falcon ® Flex Flock Safety Video Products Flock Safety Condor TM PTZ w/ LTE Service Flock Safety FlockOS Add Ons Flock Safety Advanced Search EXHIBIT A ORDER FORM Initial Term: Renewal Term: Payment Terms: Billing Frequency: Retention Period: Included 60 Months 24 Months Net 30 Annual - First Year at Signing. 30 Days 1 Professional Services and One Time Purchases Included Included Included $3,500.00 28 1 8 1 $101,000.00 Included Included Included Included $3,500.00 One Time Fees Flock Safety Professional Services Professional Services - Existing Infrastructure Implementation Fee Condor Professional Services - Standard Implementation Fee $150.00 $750.00 2 8 Subtotal Year 1: Annual Recurring Subtotal: Discounts: Estimated Tax: Contract Total: $300.00 $6,000.00 $107,300.00 $101,000.00 $77,500.00 $0.00 $511,300.00 21 Billing Schedule Billing Schedule Amount (USD) Year 1 At Contract Signing $107,300.00 Annual Recurring after Year 1 Contract Total $101,000.00 $511,300.00 *Tax not included Discounts Discounts Applied Amount (USD) Flock Safety Platform $70,000.00 Flock Safety Add-ons $7,500.00 Flock Safety Professional Services $0.00 22 Product and Services Description Flock Safety Platform Item IFIREMR. irertr Flock Safety Falcon ® An infrastructure -free license plate reader camera that utilizes Vehicle Fingerprint® technology to capture vehicular attributes. The Term shall commence upon first installation and validation of Flock Hardware. Flock Safety Falcon® Flex An infrastructure -free, location -flexible license plate reader camera that enables the Customer to self -install. The Term shall commence upon execution of this Statement of Work. Flock Safety CondorTM Flock's pan, tilt, zoom (PTZ) or fixed cameras which capture video footage with the option to stream live video, capture and view video recordings, and upload videos. The Term shall commence upon first installation and validation of Flock Hardware. One -Time Fees Service Description Installation on existing infrastructure One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief. Professional Services - Standard Implementation Fee One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief. Professional Services - Advanced Implementation Fee One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief. FlockOS Features & Description Package: Essentials FlockOS Features Description Community Cameras (Full Access) Access to all privately owned Flock devices within your jurisdiction that have been shared with you. Unlimited Users Unlimited users for FlockOS State Network (LP Lookup Only) Allows agencies to look up license plates on all cameras opted in to the statewide Flock network. Nationwide Network (LP Lookup Only) Allows agencies to look up license plates on all cameras opted in to the nationwide Flock network. Direct Share -Surrounding Jurisdiction (Full Access) Access to all Flock devices owned by law enforcement that have been directly shared with you. Have ability to search by vehicle fingerprint, receive hot list alerts, and view devices on the map. Time & Location Based Search Search full, partial, and temporary plates by time at particular device locations License Plate Lookup Look up specific license plate location history captured on Flock devices Vehicle Fingerprint Search Search footage using Vehicle FingerprintTM technology. Access vehicle type, make, color, license plate state, missing / covered plates, and other unique features like bumper stickers, decals, and roof racks. Flock Insights/Analytics page Reporting tool to help administrators manage their LPR program with device performance data, user and network audits, plate read reports, hot list alert reports, event logs, and outcome reports. ESRI Based Map Interface Flock Safety's maps are powered by ESRI, which offers the ability for 3D visualization, viewing of floor plans, and layering of external GIS data, such as City infrastructure (i.e., public facilities, transit systems, utilities), Boundary mapping (i.e., precincts, county lines, beat maps), and Interior floor plans (i.e., hospitals, corporate campuses, universities) Real -Time NCIC Alerts on Flock ALPR Cameras Alert sent when a vehicle entered into the NCIC crime database passes by a Flock camera Unlimited Custom Hot Lists Ability to add a suspect's license plate to a custom list and get alerted when it passes by a Flock camera 23 By executing this Order Form, Customer represents and warrants that it has read and agrees to all of the terms and conditions contained in the Master Services Agreement attached. The Parties have executed this Agreement as of the dates set forth below. FLOCK GROUP, INC. Customer: WA - Tukwila PD By: By: Name: Name: Title: Title: Date: Date: PO Number: 24 Master Services Agreement This Master Services Agreement (this "Agreement") is entered into by and between Flock Group, Inc. with a place of business at 1170 Howell Mill Road NW Suite 210, Atlanta, GA 30318 ("Flock") and the entity identified in the signature block ("Customer") (each a "Party," and together, the "Parties") on this the 22 day of November 2023. This Agreement is effective on the date of mutual execution ("Effective Date"). Parties will sign an Order Form ("Order Form") which will describe the Flock Services to be performed and the period for performance, attached hereto as Exhibit A. The Parties agree as follows: RECITALS WHEREAS, Flock offers a software and hardware situational awareness solution through Flock's technology platform that upon detection is capable of capturing audio, video, image, and recording data and provide notifications to Customer ("Notifications"); WHEREAS, Customer desires access to the Flock Services (defined below) on existing devices, provided by Customer, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, via the Flock Services; WHEREAS, Customer shall have access to the Footage in Flock Services. Pursuant to Flock's standard Retention Period (defined below) Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for extracting, downloading and archiving Footage from the Flock Services on its own storage devices; and AGREEMENT NOW, THEREFORE, Flock and Customer agree that this Agreement, and any Order Form, purchase orders, statements of work, product addenda, or the like, attached hereto as 25 exhibits and incorporated by reference, constitute the complete and exclusive statement of the Agreement of the Parties with respect to the subject matter of this Agreement, and replace and supersede all prior agreements, term sheets, purchase orders, correspondence, oral or written communications and negotiations by and between the Parties. 1. DEFINITIONS Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross- referenced in this Section 1. 1.1 "Anonymized Data" means Customer Data permanently stripped of identifying details and any potential personally identifiable information, by commercially available standards which irreversibly alters data in such a way that a data subject (i.e., individual person or entity) can no longer be identified directly or indirectly. 1.2 "Authorized End User(s)" means any individual employees, agents, or contractors of Customer accessing or using the Services, under the rights granted to Customer pursuant to this Agreement. 1.3 "Customer Data" means the data, media and content provided by Customer through the Services. For the avoidance of doubt, the Customer Data will include the Footage. 1.4. "Customer Hardware" means the third -party camera owned or provided by Customer and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services. 1.5 "Embedded Software" means the Flock proprietary software and/or firmware integrated with or installed on the Flock Hardware or Customer Hardware. 1.6 "Flock Hardware" means the Flock device(s), which may include the pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded Software and the Web Interface, to provide the Flock Services as specifically set forth in the applicable product addenda. 1.7 "Flock IP" means the Services, the Embedded Software, and any intellectual property or proprietary information therein or otherwise provided to Customer and/or its Authorized End Users. Flock IP does not include Footage (as defined below). 1.8 "Flock Network End User(s)" means any user of the Flock Services that Customer authorizes access to or receives data from, pursuant to the licenses granted herein. 26 1.9 "Flock Services" means the provision of Flock's software and hardware situational awareness solution, via the Web Interface, for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage. 1.10 "Footage" means still images, video, audio and other data captured by the Flock Hardware or Customer Hardware in the course of and provided via the Flock Services. 1.11 "Hotlist(s)" means a digital file containing alphanumeric license plate related information pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license plates, vehicles owned or associated with wanted or missing person(s), vehicles suspected of being involved with criminal or terrorist activities, and other legitimate law enforcement purposes. Hotlist also includes, but is not limited to, national data (i.e., NCIC) for similar categories, license plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult Alerts, and includes manually entered license plate information associated with crimes that have occurred in any local jurisdiction. 1.12 "Installation Services" means the services provided by Flock for installation of Flock Services. 1.13 "Retention Period" means the time period that the Customer Data is stored within the cloud storage, as specified in the product addenda. 1.14 "Vehicle Fingerprinfr'M" means the unique vehicular attributes captured through Services such as: type, make, color, state registration, missing/covered plates, bumper stickers, decals, roof racks, and bike racks. 1.15 "Web Interface" means the website(s) or application(s) through which Customer and its Authorized End Users can access the Services. 27 2. SERVICES AND SUPPORT 2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, non -transferable right to access the features and functions of the Flock Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Authorized End Users to access and download via the Web Interface for the data retention time defined on the Order Form ("Retention Period"). Authorized End Users will be required to sign up for an account and select a password and username ("User ID"). Customer shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, including any acts or omissions of authorized End user which would constitute a breach of this agreement if undertaken by customer. Customer shall undertake reasonable efforts to make all Authorized End Users aware of all applicable provisions of this Agreement 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, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage). 2.2 Embedded Software License. Flock grants Customer a limited, non-exclusive, non- transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as it pertains to Flock Services, solely as necessary for Customer to use the Flock Services. 2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health, in order to improve performance and functionality. Flock will use commercially reasonable efforts to respond to requests for support within seventy-two (72) hours. Flock will provide Customer with reasonable technical and on -site support and maintenance services in -person, via phone or by email at support@flocksafety.com (such services collectively referred to as "Support Services"). 2.4 Upgrades to Platform. Flock may make any upgrades to system or platform that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Flock's products or services to its agencies, the competitive strength of, or market for, Flock's products or services, such platform or system's cost efficiency or performance, or (ii) to comply with applicable law. Parties understand that such upgrades are necessary from time to time and will not diminish the quality of the services or materially change any terms or conditions within this Agreement. 28 2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock's provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any third -party services required for Services are interrupted; (c) if Flock reasonably believe Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance ("Service Interruption"). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Customer, to provide updates, and to resume providing access to Flock Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized End User may incur as a result of a Service Interruption. To the extent that the Service Interruption is not caused by Customer's direct actions or by the actions of parties associated with the Customer, the time will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day). For example, in the event of a Service Interruption lasting five (5) continuous days, Customer will receive a credit for five (5) free days at the end of the Term. 2.6 Service Suspension. Flock may temporarily suspend Customer's and any Authorized End User's access to any portion or all of the Flock IP or Flock Service if (a) there is a threat or attack on any of the Flock IP by Customer; (b) Customer's or any Authorized End User's use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Customer has violated any term of this provision, including, but not limited to, utilizing Flock Services for anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Customer's account ("Service Suspension"). Customer shall not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or credit. If the Service Suspension was not caused by Customer, the Term will be tolled by the duration of the Service Suspension. 2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. 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. 29 3. CUSTOMER OBLIGATIONS 3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated registration information. Authorized End Users may not select as their User ID, a name that they do not have the right to use, or any other name with the intent of impersonation. Customer and Authorized End Users may not transfer their account to anyone else without prior written permission of Flock. Authorized End Users shall not share their account username or password information and must protect the security of the username and password. Unless otherwise stated and defined in this Agreement, Customer shall not designate Authorized End Users for persons who are not officers, employees, or agents of Customer. Authorized End Users shall only use Customer -issued email addresses for the creation of their User ID. Customer is responsible for any Authorized End User activity associated with its account. Customer shall ensure that Customer provides Flock with up to date contact information at all times during the Term of this agreement. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Flock Services. Customer shall (at its own expense) provide Flock with reasonable access and use of Customer facilities and Customer personnel in order to enable Flock to perform Services (such obligations of Customer are collectively defined as "Customer Obligations"). 3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer shall use Flock 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 data, video, photo, or audio content. 4. DATA USE AND LICENSING 4.1 Customer Data. As between Flock and Customer, all right, title and interest in the Customer Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited, non-exclusive, royalty -free, irrevocable, worldwide license to use the Customer Data and perform all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock does not own and shall not sell Customer Data. 4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages, 30 text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Customer ("Customer Generated Data"). Customer shall retain whatever legally cognizable right, title, and interest in Customer Generated Data. Customer understands and acknowledges that Flock has no obligation to monitor or enforce Customer's intellectual property rights of Customer Generated Data. Customer grants Flock a non-exclusive, irrevocable, worldwide, royalty -free, license to use the Customer Generated Data for the purpose of providing Flock Services. Flock does not own and shall not sell Customer Generated Data. 4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer Data and Customer Generated Data to the extent such anonymization renders the data non - identifiable to create Anonymized Data to use and perform the Services and related systems and technologies, including the training of machine learning algorithms Customer hereby grants Flock a non-exclusive, worldwide, perpetual, royalty -free right to use and distribute such Anonymized Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock offerings. Parties understand that the aforementioned license is required for continuity of Services. Flock does not own and shall not sell Anonymized Data. 5. CONFIDENTIALITY; DISCLOSURES 5.1 Confidentiality. To the extent required by any applicable public records requests, 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 includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Flock or collected by Flock via Flock Services, which includes but is not limited to geolocation information and environmental data collected by sensors. 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 less than commercially reasonable precautions, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any 31 such Proprietary Information. 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 it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. At the termination of this Agreement, all Proprietary Information will be returned to the Disclosing Party, destroyed or erased (if recorded on an erasable storage medium), together with any copies thereof, when no longer needed for the purposes above, or upon request from the Disclosing Party, and in any case upon termination of the Agreement. Notwithstanding any termination, all confidentiality obligations of Proprietary Information that is trade secret shall continue in perpetuity or until such information is no longer trade secret. 5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement. Customer further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock's sole discretion. Customer and Authorized End Users shall not: (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; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock Services or Flock IP; (vi) use the Flock Services for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Customer's rights. There are no implied rights. 32 5.3 Disclosure of Footage. Subject to and during the Retention Period, 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 comply with a legal process, enforce this Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or emergency situations. 6. PAYMENT OF FEES 6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order Form based on the billing structure and payment terms as indicated in the Order Form. If Customer believes that Flock has billed Customer incorrectly, Customer must contact Flock no later than thirty (30) days after the closing date on the first invoice in which the error or problem appeared to receive an adjustment or credit. Customer acknowledges and agrees that a failure to contact Flock within this period will serve as a waiver of any claim. If any undisputed fee is more than thirty (30) days overdue, Flock may, without limiting its other rights and remedies, suspend delivery of its service until such undisputed invoice is paid in full. Flock shall provide at least thirty (30) days' prior written notice to Customer of the payment delinquency before exercising any suspension right. 6.2 Notice of Changes to Fees. Flock reserves the right to change the fees for subsequent Renewal Terms by providing sixty (60) days' notice (which may be sent by email) prior to the end of the Initial Term or Renewal Term (as applicable). 6.3 Late Fees. If payment is not issued to Flock by the due date of the invoice, an interest penalty of 1.0% of any unpaid amount may be added for each month or fraction thereafter, until final payment is made. 6.4 Taxes. Customer is responsible for all taxes, levies, or duties, excluding only taxes based on Flock's net income, imposed by taxing authorities associated with the order. If Flock has the legal obligation to pay or collect taxes, including amount subsequently assessed by a taxing authority, for which Customer is responsible, the appropriate amount shall be invoice to and paid by Customer unless Customer provides Flock a legally sufficient tax exemption certificate and Flock shall not charge customer any taxes from which it is exempt. If any deduction or 33 withholding is required by law, Customer shall notify Flock and shall pay Flock any additional amounts necessary to ensure that the net amount that Flock receives, after any deduction and withholding, equals the amount Flock would have received if no deduction or withholding had been required. 7. TERM AND TERMINATION 7.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order Form (the "Term"). Following the Term, unless otherwise indicated on the Order Form, this Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a "Renewal 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. 7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any applicable Flock Hardware at a commercially reasonable time period. In the event of any material breach of this Agreement, the non -breaching Party may terminate this Agreement prior to the end of the 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 (30) day period ("Cure Period"). Either Party may terminate this Agreement (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. In the event of a material breach by Flock, and Flock is unable to cure within the Cure Period, Flock will refund Customer a pro-rata portion of the pre -paid fees for Services not received due to such termination. 7.3 Survival. The following Sections will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 11.1 and 11.6. 34 8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER 8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded Software (a "Defect"), Customer must notify Flock's technical support team. In the event of a Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective Flock Hardware at no additional cost to the Customer. Flock reserves the right, in its sole discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or testing within a commercially reasonable time, but no longer than seven (7) business days after Customer gives notice to Flock. 8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may request a replacement of Flock Hardware at a fee according to the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule). In the event that Customer chooses not to replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that (1) Flock Services will be materially affected, and (2) that Flock shall have no liability to Customer regarding such affected Flock Services, nor shall Customer receive a refund for the lost, damaged, or stolen Flock Hardware. 8.3 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. 8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER'S SOLE REMEDY, AND FLOCK'S SOLE LIABILITY, WITH RESPECT TO DEFECTS. 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 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 35 PARTICULAR PURPOSE AND NON -INFRINGEMENT. THIS DISCLAIMER ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 11.6. 8.5 Insurance. Flock will maintain commercial general liability policies as stated in Exhibit B. 8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, pandemics (including the spread of variants), issues of national security, acts or omissions of third -party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, financial institution crisis, weather conditions or acts of hackers, internet service providers or any other third party acts or omissions. 9. LIMITATION OF LIABILITY; INDEMNITY 9.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK, ITS 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 LOSS OF REVENUE, BUSINESS OR BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA; (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (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. THIS LIMITATION OF 36 LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN SECTION 10.6. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) INDEMNIFICATION OBLIGATIONS. 9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable for the torts of its own officers, agents, or employees. 9.3 Flock Indemnity. Flock shall indemnify and hold harmless Customer, its agents and employees, from liability of any kind, including claims, costs (including defense) and expenses, on account of: (i) any copyrighted material, patented or unpatented invention, articles, device or appliance manufactured or used in the performance of this Agreement; or (ii) any damage or injury to property or person directly caused by Flock's installation of Flock Hardware, except for where such damage or injury was caused solely by the negligence of the Customer or its agents, officers or employees. Flock's performance of this indemnity obligation shall not exceed the fees paid and/or payable for the services rendered under this Agreement in the preceding twelve (12) months. 10. INSTALLATION SERVICES AND OBLIGATIONS 10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of this Agreement, except as otherwise specifically set forth in this Agreement. Except as otherwise expressly stated in this Agreement, Customer is not permitted to remove, reposition, re -install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Customer agrees and understands that in the event Customer is found to engage in any of the foregoing restricted actions, all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination for material breach by Customer. Customer shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at 37 Flock's discretion. 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 Customer's default and Flock shall have the right to enforce any other legal remedy or right. 10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock Hardware for optimal product functionality, as conditions and locations allow. Flock will collaborate with Customer to design the strategic geographic mapping of the location(s) and implementation of Flock Hardware to create a deployment plan ("Deployment Plan"). In the event that Flock determines that Flock Hardware will not achieve optimal functionality at a designated location, Flock shall have final discretion to veto a specific location, and will provide alternative options to Customer. 10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent requested changes to the Deployment Plan, including, but not limited to, relocating, re- positioning, adjusting of the mounting, removing foliage, replacement, changes to heights of poles will incur a fee according to the reinstall fee schedule located at (https://www.flocksafety.com/reinstall-fee-schedule). Customer will receive prior notice and confirm approval of any such fees. 10.4 Customer Installation Obligations. Customer is responsible for any applicable supplementary cost as described in the Customer Implementation Guide, attached hereto as Exhibit C ("Customer Obligations"). Customer represents and warrants that it has, or shall lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the designated locations and to make any necessary inspections or maintenance in connection with such installation. 10.5 Flock's Obligations. Installation of any Flock Hardware shall be installed in a professional manner within a commercially reasonable time from the Effective Date of this Agreement. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for the length of the Term. Flock may use a subcontractor or third party to perform certain obligations under this agreement, provided that Flock's use of such subcontractor or third party shall not release Flock from any duty or liability to fulfill Flock's obligations under this Agreement. 11. MISCELLANEOUS 38 11.1 Compliance With Laws. Parties shall comply with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any subpoena request(s). 11.2 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. 11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party, without prior consent. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of merger, consolidation or similar transaction. 11.4 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous or contemporaneous negotiations, discussions or agreements, whether written and oral , 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 Customer's purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. Any mutually agreed upon future purchase order is subject to these legal terms and does not alter the rights and obligations under this Agreement, except that future purchase orders may outline additional products, services, quantities and billing terms to be mutually accepted by Parties. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement shall prevail. Customer agrees that Customer's purchase is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Flock with respect to future functionality or feature. 11.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Parties do not have any authority of any kind to bind each other in any respect whatsoever. Flock shall at all times be and act as an independent contractor to Customer. 39 11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the state in which the Customer is located. The Parties hereto agree that venue would be proper in the chosen courts of the State of which the Customer is located. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement. 11.7 Special Terms. Flock may offer certain special terms which are indicated in the proposal and will become part of this Agreement, upon Customer's prior written consent and the mutual execution by authorized representatives ("Special Terms"). To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control. 11.8 Publicity. Flock has the right to reference and use Customer's name and trademarks and disclose the nature of the Services in business and development and marketing efforts. 11.9 Feedback. If Customer or Authorized End User provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency or Authorized End User hereby assigns to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing. 11.10 Export. Customer 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 Control, or any other United States or foreign Customer or authority. As defined in Federal Acquisition Regulation ("FAR"), section 2.101, the Services, the Flock Hardware and Documentation are "commercial items" and according to the Department of Defense Federal Acquisition Regulation ("DFAR") section 252.2277014(a)(1) and are deemed to be "commercial computer software" and "commercial computer software documentation." Flock is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of any system, or as critical technology as part of any Flock system. 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. 40 11.11 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections. 11.12 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 Parties they are representing. 11.13 Conflict. In the event there is a conflict between this Agreement and any applicable statement of work, or Customer purchase order, this Agreement controls unless explicitly stated otherwise. 11.14 Morality. In the event Customer or its agents become the subject of an indictment, contempt, scandal, crime of moral turpitude or similar event that would negatively impact or tarnish Flock's reputation, Flock shall have the option to terminate this Agreement upon prior written notice to Customer. 11.15 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 email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt to the address listed on the Order Form (or, if different, below), if sent by certified or registered mail, return receipt requested. 11.16 Non -Appropriation. Notwithstanding any other provision of this Agreement, all obligations of the Customer under this Agreement which require the expenditure of funds are conditioned on the availability of funds appropriated for that purpose. Customer shall have the right to terminate this Agreement for non appropriation with thirty (30) days written notice without penalty or other cost. 41 FLOCK NOTICES ADDRESS: 1170 HOWELL MILL ROAD, NW SUITE 210 ATLANTA, GA 30318 ATTN: LEGAL DEPARTMENT EMAIL: legal@flocksafety.com Customer NOTICES ADDRESS: ADDRESS: ATTN: EMAIL: 42 EXHIBIT B INSURANCE Required Coverage. Flock shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the services under this Agreement and the results of that work by Flock or its agents, representatives, employees or subcontractors. Insurance shall be placed with insurers with a current A. M. Best rating of no less than "A" and "VII". Flock shall obtain and, during the term of this Agreement, shall maintain policies of professional liability (errors and omissions), automobile liability, and general liability insurance for insurable amounts of not less than the limits listed herein. The insurance policies shall provide that the policies shall remain in full force during the life of the Agreement. Flock shall procure and shall maintain during the life of this Agreement Worker's Compensation insurance as required by applicable State law for all Flock employees. Types and Amounts Required. Flock shall maintain, at minimum, the following insurance coverage for the duration of this Agreement: (i) Commercial General Liability insurance written on an occurrence basis with minimum limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad -form property damage, and product and completed operations coverage; (ii) Umbrella or Excess Liability insurance written on an occurrence basis with minimum limits of Ten Million Dollars ($10,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate; (iii) Professional Liability/Errors and Omissions insurance with minimum limits of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate; (iv) Commercial Automobile Liability insurance with a minimum combined single limit of One Million Dollars ($1,000,000) per occurrence for bodily injury, death, and property coverage, including owned and non -owned and hired automobile coverage; and 43 (v) Cyber Liability insurance written on an occurrence basis with minimum limits of Five Million Dollars ($5,000,000). 44 DocuSign Envelope ID; 577834F4-2C88-4966-A928-BOECB11F6EC8A 23-074 Council Approval 4/17/23 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 Custainer, a "Party"). This order form ("Order Form") hereby incorporates and includes the "GOVERNMENT AGENCY CUSTOMER AGREEMENT' attacked (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 Agreementwill become effective when this Order Form is executed by both Parties (the "Effective Date"). Customer: WA - PD Contact Name: Eric Lund Address15005 Tukwila Intl Blvd Phone: 2064331821 Tukwila, Washington 98188 Expected Payment Method ACH / Check InitiaI Term: 24.00 Renewal Term: 24 Months E-Mail: e .1u nd@tukvvilavva .gov Billing Contact: (if different thqin above) Plot period: First 60 days of InitiaI Term; option to cancel contract at no cost. InitiaI Term invoice due after Plot period. Biiiing Term: Annuai payment dueNet 30 per terms andl conditions Name Flock Safety_Advanced Search 25-49 Falcons Flock Falcon Camera Professional Services - Falcon, Standard Implementation (Includes one-time fees) Price 3,500.00 2,500.00 $250.00 QTY 26.00 Subtotal $3,500.00 $65,000.00 $6,500.00 Year 1 Total: $75,000.00 Recurring Total: $68,500.00 (EFM2578746.DOCX;2/13175. 000001/ ) Flock Group Inc. This proposal expires in 30 days. Order Forin 45 DocuSiign Envellope II©: 577B34F4-2C88-4966-A928-B©'BCBiF6EC8A 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 Flock Group Inc ,r—DocuSig ned by: By. Qtt, Wirutult. L-- D7432o21662B41... crated this Agreement as of the dates set forth bellow Customer: City of Tukwila —DocuSig ned by: By 4 IALV,I. FA42C415B3324DC... Name: Alex. Latraverse Name: Eric Lund Title: chief Revenue officer Title: Date: 4/26/2022 Date: 4/25,j2022 84488 ma soeml000c000.00m 14o8 24443870 4E25 4188 813© 60088004575r Allan Ekberg, Mayor 4/26/23 EF fi?""""78 46 I. CX;2J13175.Q300001/ ) Flock (_Group Inc. 46 This proposal expires in 30 days. Order Form DowSign Envelope la 577634F4-2C88-4966-A928-BOECB1IF6EC8A GOVERNMENT AGENCY AGREEMENT This Government Agency Agreement (this "Agreement") is entered into by and between Flock (I+roup, 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 of the order form ("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 Services are capable of captufing audio, image, and recordings data of suspected vehicles ("Footage") and can provide notifications to Agency upon the instructions of Non -Agency End User ("Notifications"); WHEREAS, Agency desires access to the Flock Service on existing cameras, provided by Agency, or Flock provided Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, including those from non -Agency users of the Flock Service (where there is an investigative or bona fide lawful puipose) such as schools, neighborhood homeowners associations, businesses, and individual users; WHEREAS, Flock deletes all Footage on a rolling thirty (30) day basis, Agency is responsible for extract*, downloading and archiving Footage from the Flock System on its own storage devices for auditing for pro s ecutoria Fa dininistrative p urp os es ; 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 awareness, prevention, and prosecution of crime, bona fide investigations by police departinents, and archiving for evidence gathering ("Ptu-p ose")., AGREEMENT NOW, THEREFORE, Flock and Agency agree as follows and further agree to incorporate the Recitals into this Agreement. 1. DEFINITIONS Certain capit.alized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in this Section 1., (EFM2578746.1)0CX;2/13175.000001/ 47 DowSign Envelope la 577834F4-2C88-4966-A928-BOECB1IF6EC8A 1.1 "Agenty Data" will mean the data, media and content provided by Agency through the Services. For the avoidance of doubt, the Agency Data will include the Footage. 1.2. "Agency Hardware " shall mean the third -party camera owned or provided by Agency and any other physical elements that interact. with the Embedded Software and the Web Interface to provide the Services. The term "Agency Hardware" excludes the Embedded Software 1.3 "Authorized End User(s)" shall mean any individual employees, agents, or contractors of Agency accessing or using the Services tlrough the Web Interface, under the rights granted to Agency pursuantto this Aweement, 1.4 ".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 twins of this Agreement, 1. 5 "Embedded Software" will mean the software and/or firmware embedded or preinstalled on the Agency Hardware. 1.6 "Flock 1P" will mean the Services, the Documentation, 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., 1.7 "Footage" means still images captured by the Agency Hardware in the course of and provided via the Services. 1.8 "Hardware" or "Hock Hardware" shall mean the Flock cameras or device, pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Flock Services. The terrn "Hardware" excludes the Embedded Software. 1.9 "implementation Fee()'' means the monetary fees associated with the Installation Services, as defined in Section 1.10 below. 1.10 "installation Services" means the services provided by Flock including any applicable installation of Embedded Software on Agency Hardware., 1.11 "Non -Agency End User(s)" shall mean any individual, entity. or derivative therefrom, authorized to use the Services tlrough the Web Interface, under the rights granted to pursuantto the terns (or to those materially similar) of this Agreement, 1.12 "Services" or "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., 1.13 "Support Services" shall mean Monitoring Services, as defined in Section 2.9 below. 1.14 "Unit(s)" shall mean the Agency Hardware together with the Embedded Software. 1.15 "Usage Fee" means the subscription fees to be paid by the Agency for ongoing access to Services. 1.16 "Web interlace" means the website(s) or application(s) through which Agency and its Authorized End Users can access the Services in accordance with the terms of this Agreement. 2. SERVICES AND SUPPORT 2.1 Provision of Access. Subject. to the tenns of this Aweement. Flock hereby wants to Agency a non-exclusive, non -transferable right to access the features and functions of the Services via the Web Interface during the Service Term(as defined in Section 6.1 below). solely for the Authorized End Users. The Footage will be available for 48 (EFM2578746.1)0CX;2/13175.000001/ DocuSIgn Envelope ID:: 577634F4-2C88-4966-A928-BOECB1IF6EC8A Agency 's designated adininistrator, listed on the order fonn, and any Authorized End Users to access via the Web Interface for thirty (30) days. Authorized End Users will be required to sign up for an accountand select a password and usemame ("User ID"). Flock will also provide Agency with the Documentation to be used in accessing and using the 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 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 Services, including without limitation using a third party to host. the Web Interface which makes the Services available to Agency and Authorized End Users. Warranties provided by said thndpaity service providers are the Agency's sole and exclusive remedy and Flock's sole and exclusive liability with regard to such third-paiiy services, including without limitation hosting the web interface.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 tams of this Agteement. Flock grants Agency a limited, non- exclusive, non -transferable, non -sub licensable (except to the Authorized End Users), revocable right to use the Embedded Software as installed on the Hardware or Agency Hardware; in each case, solely as necessary for Agency to use the Services. 2.3 Documentation Lic ense. 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 to Agency's in connection with its use of the Services as contemplated herein, and under Section 2.4 below. 2.4 Usage Restrictions. a. Flock IP. The purpose for usage of the Unit, Doctunentation, Services, support, and Flock IP are solely to facilitate gathering evidence that could be used in a lawful 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 intapreted, 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 constnied to grant Agency any rightto 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; (iv) 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 (EFM2578746.1)0CX;2/13175.000001/ ) 49 DowSign Envelope ID. 577634F4-2C88-4966-A928-BOECB1IF6EC8A the Services or Flock IP; (vi) use the Services. support, Unit, Documentation or the Flock IP for anything other than the Permitted Purpose; or (vii) 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. b. Flock Hardware. Agency understands that all Flock Hardware is owned exclusively by Flock, and that. title to any Flock Hardware does not pass to Agency upon execution of this AgreementAgency is not permitted to remove, reposition, re -install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Notwithstanding the notice and cure period set for in Section 6.3, Agency agrees and understands that in the event. Agency is found to engage in any of the restricted actions of this Section 2.4b), all warranties herein shall be null and void, and this Aweementshall be subject to immediate termination (without opportunity to cure) for material breach by Agency. 2.5 Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Aweement. 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 wanted by this Agreement. Agency fuither 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 Aweement. Flock may temporarily suspend Agency's and any Authorized End User's access to any portion or all of the Flock IP or Flock Hardware 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 IP disrupts or poses a security risk to the Flock IP or any other agency 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 Services to Agency or any Authorized End User is prohibited by applicable law, (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 IP; or (f) Agency has violated any term of this provision, including, but not limited to, utilizing the Services for anything other than the Permitted Purpose (each such suspension, in accordance with this Section 2.,6, a "Service Suspension"). Flock will make commercially reasonable efforts, circrunstances 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 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 ofparties 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) prorated for the proportion of cameras on the A,gency 's accountthat have been impacted., 50 (E1M2578746.1)0CX;2/13175.000001/ DowSign Envelope la 577634F4-2C88-4966-A928-BOECB1IF6EC8A 2., 7 Installation Servic es. 2., 7., 1 Designated Locations. For installation of Flock Hardware, 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 may consider input from Agency regarding location, position and angle of the Units (each Unit location so designated by Agency, a "Designoted Location"). Flock shall have final discretion on location of Units. 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 confirming Designated Locations, in ordering and/or having the Designated Location ready for installation including having all electrical work preinstalled and permits ready, if necessary., The deployment. plan will confirm the Designated Location. Except as provided for in Section 2.7.2 and 2.9 below, after initial installation, any subsequent changes to the deployment. plan ("Reinstalls") 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 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., Flock shall have full discretion on decision to reinstall Flock Hardware., 2.7.2 Agency 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. Although the Units are designed to utilize solar power, certain Designated Locations may require a reliable source of 120V AC power, as described in the deployment plan. In the event adequate solar exposure is not. available, Agency is solely responsible for providing a reliable source of 120V AC power to the Units, if necessary., Additionally. Agency is solely responsible for (i) any permits or associated costs, and managing the permitting process of installation of cameras or AC power; (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 (excluding tax exempt. entities), or (iii) any other supplementary cost for services performed in connection with installation of the Hardware, including but. not limited to contractor licensing, engineered drawings, rental of specialized equipmentor vehicles, third -party personnel (i.e., Traffic Control Officers, Electricians, State DOT -approved poles, etc., if necessary), such costs to be approved by the Agency ("Agency installation Obligations") prior to Flock installing the Hardware and Unit. In the event that a Designated Location for a Unit requires permits. Flock will provide the Agency with a temporary alternate location for installation pending the permitting process. Once the required permits are obtained, Flock will relocate the Units from the temporary alternate location to the permitted location at no additional cost. Flock will provide options to supply power at each Designated Location. If Agency refuses alternative power supply options. Agency agrees and understands that Agency will not be subject to any reimbursement., tolling, or credit for any suspension period of Flock Services due to low solar. Flock will make all reasonable efforts within their control to minimize suspension of Flock Services. Withoutbeing obligated or taking any responsibility for the foregoing. Flock may pay (EFM2578746.1)0CX;2/13175.000001/ ) 51 DowSign Envelope la 577634F4-2C88-4966-A928-BOECB1IF6EC8A and invoice related costs to Agency if Agency did not address them prior to the execution of this Agreement or a third parly requires Flock to pay. Flock is not responsible for installation of Agency Hardware., 17.3 Flock's Obligations. Installation of any Flock 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 confirmed., Following the initial installation of the Hardware and any subsequent Reinstalls or maintenance operations. Flock's obligation to perform installation work shall cease; however, for the sole purpose of validating installation. Flock will continue to monitor the performance of the Units for the length of the Term and will receive access to the Footage for a period of tlwee (3) business days after the initial installation in order to monitor performance and provide any necessary maintenance solely as a measure of quality control. Agency understands and agrees that the Flock Services will not fiinction .without the Hardware. Labor may be provided by Flock or a third party. Flock is not obligated to install, reinstall, or provide physical maintenance to Agency Hardware., 2.7.4 Security Interest. Flock Hardware shall remain the personal property of Flock and will be removed upon the natural expiration of this Aweementat no cost to Agency.Agency shall not perform any acts which would interfere with the retention of title of the Hardware by Flock., Should Agency default on any payment. of the Flock Services, Flock may remove Hardware at Flock's discretion. 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, lead, toxic or flammable substances. 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 rightto cease work immediately in the area affected until such materials are removed or rendered harmless., 2.9 Supp ort Servic es. 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"). If Flock determines that a relocation of a Unit from the original Designated Location is suitable, the reinstallation shall occur at no cost to the City.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 auppg1(01201sEukty!.22w.Flock will use commercially reasonable efforts to respond to requests for support. 52 (EFM2578746.1)0CX;2/13175.000001/ DowSign Envelope la 577634F4-2C88-4966-A928-BOECB1IF6EC8A 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 pait of this Agreement., upon Agency's written consent. To the extent that any terms of this Agreement. are inconsistent or conflict. with the Special Terms, the Special Terms shall control. 2.10 Changes to Platform. Flock may, in its sole discretion, make any changes to any system or platform that it. deems necessaiy or useful to (i) maintain or enhance (a) the quality or delivery of Flock's products or services to the Agency, (b) the competitive strength of, or market. for, Flock's products or services, (c) such platform or system's cost efficiency or pedormance, or (ii) to comply with applicable law. If any such change results in a detrimental impact. to the Agency, the Agency shall have the option to either: (1) terninate this Agreement and receive a pro- rata refiind of any pre -paid fees to -date, or (2) request. a credit for payment. of futme fees. 3. RESTRICTIO.NS ES tESPO.NSIB1Lr1FI 3.1 Agency Obligations. Flock will assist Agency End -Users in the creation of a User ID. Agency agrees to provide Flock with accurate, complete, and updated registration information., Agency End -Users may not select as its User ID a name that the Agency End -User does not have the right to use, or another person's name with the intent. to impersonate that person. Agency and Agency End -Users may not transfer their accountto anyone else without prior written permission of Flock.Agency will not share its account or password with anyone, and mustprotect the security of its accountand 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 provide reasonable 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 perforin its obligationshereunder, un hereder, including, ny without limitation, aobligations 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. Although Flock has no obligation to monitor the illegal use of cameras, damaging of cameras, removal of cameras, passing along login information, 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. C..17.)N.FILEPTI I. ADA"TA. 4.1 Confidentiality. To the extent allowable by applicable FOIA and state -specific Public Records Acts, each Party (the "Receiving Party") understands that the other Party (the "Disclosing Party") has disclosed or may disclose (EFM2578746.1)0CX;2/13175.000001/ ) 53 DocuSIgn Envelope ID:: 577634F4-2C88-4966-A928-BOECB1IF6EC8A business, technical or financial information relating to the Disclosing Pa 's business (hereinafter referred to as "Proprie(ary lofOrmation" of the Disclosing Party). Proprietary Information of Flock includes any record Flock has marked as "Confidential". Proprietary Information of Agency includes non-public data provided by Agency to Flock or collected by Flock via the Unit, including the Footage, to enable the provision of the Services, which includes but is not limited to geolocation information and environmental data collected by sensors built into the Units ("Agency Data"). 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 perfonnance of the Services or as otherwise required to state or Federal law or by court order) or divulge to any third person any such Proprietary Information. Flock's use of the Proprietary Information may include processing the Proprietor)! Information to send Agency 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 it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information plu-suantto any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. For clarity, Flock may access, use, preserve and/or disclose the Footage to law enforcementauthorities, 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., Agency hereby expressly grants Flock a non-exclusive, worldwide, perpetual, royalty -free rightand license (during and after the term hereof) to disclose the Agency Data (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. Flock may store deleted Footage in order to comply with certain legal obligations but. such retained Footage will not be retrievable without a valid court order. 4.2 Agency Data. As between Flock and Agency, all right, title and interest in the Agency 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 perform all acts with respect to the Agency 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, iirevocab le, worldwide, royalty -free, fully paid license to use, reproduce, rnodifSr and distribute the Agency Data as a part of the Aggregated Data (as defined in Section 4.4 below). 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. 54 (EFM2578746.1)0CX;2/13175.000001/ DowSign Envelope ID. 577634F4-2C88-4966-A928-BOECB1IF6EC8A 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 thirty (30) days. Agency has a thirty (30) day window to view, save and/or transmit. Footage to the relevant ,govemmentagency prior to its deletion. 4.3 Feedback. If Agency provides any suggestions, ideas, enhancementrequests, 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). For the sake of clarity, Aggregated Data is compiled anonymous data .which has been stripped of any personal identifying information Agency acknowledges that Flock will be compiling anon and/or aggregated data based on Agency Data input into the Services (the "Aggregated Data") and Flock acknowledges and agrees that. it is solely responsible and liable for conducting such anon and de -identification of Agency 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 development., diagnostic and corrective purposes, other Flock offerings, and crime prevention efforts, and (ii) disclose the Agency Data (both inclusive of any Footage) to enable law enforcement. monitoring against law enforcementhotlists 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. Flock shall not sell Agency Data or Aggregated Data., 5. PAYMENT OF FEES 5. la Wing Fees. For Wing products, the Agency will pay Flock the first Usage Fee and the Implementation Fee (as described on the Order Fonn attached hereto, together the "initial Fees") as set forth on the Order Fonn on or before the 30th day following the Effective Date of this Agreement. Flock shall have no liability resulting from any delay by the Agency in installing the Embedded Software on the Agency Hardware. If applicable, 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. 5.1b Falcon Fees. For Falcon products during the Initial Term, Agency will pay Flock fifty percent (50%) of the first Usage Fee, the Implementation Fee and any fee for Hardware (as described on the Order Fonn attached hereto, together the "Initial Fees") as set forth on the Order Form on or before the 30th day following receipt of initial invoice after Effective Date. Upon commencementof installation. Flock will issue an invoice for twenty-five percent (25%) of the Initial Fees, and Agency shall pay on or before 30th day following receipt of invoice., Upon completion of installation. Flock will issue an invoice for the remaining balance and Agency shall pay on or before 30" day following receipt of final invoice. Flock is not obligated to commence the Installation Services unless and until the first payment. has been made and shall have no liability resulting from any delay related thereto. For a (EFM2578746.1)0CX;2/13175.000001/ ) 55 DocuSIgn Envelope ID:: 577834F4-2C88-4966-A928-BOECB1IF6EC8A Renewal Tenn, as defined below. Agency shall pay the entire invoice on or before the 30'h day following receipt. of invoice. 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 Tenn or any Renewal Term, upon sixty (60) days' prior written notice to the end of such Initial Tenn or Renewal Tenn (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 statementin which the error or problem appeared, in order to receive an adjustment. or credit., Inquiries should be directed to Flock's Agency 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 bill* error. 5.3 Invoicing, Late Fees; Taxes. Flock may choose to bill through an invoice, in which case, full paymentfor invoices issued in any ,given month must. be received by Flock thirty (30) days after the mailing date of the invoice. If Agency is a non -tax exempt. entity. Agency shall be responsible for all taxes associated with Services other than U.S., taxes based on Flock's net income., 6. TEIRM ANI....[.ER. 6. la Wing Term. Subject to earlier termination as provided below, the initial term of this Aweementshall be for the period of time set forth on the Order Fonn (the "lititid Term"). The Term shall commence upon execution of this Aweement, 111owittg the Initial Term , unless ot h e se indicated on the Order Torn, this Agreement will automatically Pen ew for ,succes• siv e renewal te rms of the g'recite.?r• of one year or the lerkgt h ,s et fo h on the Order Form (each, a "Renewal 'Term", and together with the Initial Tenn. the "Service Term") int ess either party g Ives the other party notke oftion- renewal al least thy ( 30 ) days prior to the end of the then -current term. 6.1b Falcon Term., Subject to earlier termination as provided below, the initial term of this Aweementshall be for the period of tiine set forth on the Order Fonn (the "initial Term"). The Tenn shall commence upon first installation and validation of a Unit. loll ing the Initial Te rm, tint e.?•ss otherwiserated on the Order Fonn, thiV A re eme nt wi II a la OillatiC ly renew • r ,s tux ess .1„,e renewal te rms Jiff the e n„q'th set Jiff h on the Order Fonn each, a "Renewal Term", and together with the Initial Tenn, the "Service 'Term" unless either party gi ves the other party w tten not c e of non- renew al at least t rty () days prior to the end of the then -current term. 6.2 Termination for Convenience. At any tune during the agreed upon Tenn, an Agency not fully satisfied with the service may self -elect to terminate this Agreement for convenience. Termination for convenience will result. in a one -tune fee of $500 per Flock Hardware. Upon termination for convenience, a refund will be provided for Falcon Cameras, prorated for any fees for the remaining Tenn length set forth previously.Agency will remain liable to pay the full outstanding fees for any Wing product. on the effective date of termination of that. Order Form., Flock will invoice, and Agency will pay, any unb flied fees and any unpaid fees covering the remainder of the term of that. Order Form had it not been terminated.Termination for convenience of the Agreement. by the Agency will be effective immediately.Flock will provide advanced written notice and remove all Flock Hardware at Flock's own convenience, within a commercially reasonable period of time upon termination., 56 (EFM2578746.1)0CX;2/13175.000001/ DowSign Envelope la 577634F4-2C88-4966-A928-BOECB1IF6EC8A 6.3 Termination. Notwithstanding the termination provisions in Section 2.4(b), in the event of any material breach of this Agyeement, the non -breaching party may terminate this Agyeement prior to the end of the Service Tenn by giving thirty (30) days prior .written notice to the breaching pa ; provided, however, that this Agreement will not. terminate if the breaching party has cured the breach prior to the expiration of such thirty (30) day period. Either party may terminate this Aweement, 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 assignmentfor the benefit. of creditors, or (iii) upon the other pai 's dissolution or ceasing to do business. Upon termination for Flock's material breach. Flock will refund to Agency a pro-rata portion of the pre -paid fees for Services not received clue to such termination., 6.„5 No -Fee Term. For the Term of this Agyeement. Flock will provide Agency with complimentaiy access to 'hot - list' alerts, which may include 'hot tags', stolen vehicles, Amber Alerts, etc. ("No -Fee Term"). In the event a Non - Agency End User grants Agency access to Footage and/or Notifications from a Non -Agency End User Unit, Agency will have access to Non -Agency End User Footage and/or Notifications until deletion, subject to the thirty (30) day retention policy., Non -Agency End Users and Flock may, in their sole discretion, leave access open. The No -Fee Term will survive the Tenn of this Agreement. Flock, in its sole discretion, can determine not to provide additional No -Fee Terms or can impose a price per No -Fee Term upon forty-five (45) days' notice. Agency may terminate any No -Fee Term or access to future No -Fee Terms upon thiity (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), 5„ 6 5, '7„ „ 8„ 1, 8„ 2, 8„ 3, 8„1 9„ 1. and 16 5 „ 7..REMEDY; WARRANTY AN.D DISCIAIMER. 7.1 Remedy. Upon a malfunction or failure of Flock Hardware or Embedded Software (a "Defect"), Agency must. notify Flock's technical support as described in Section 2.9 above. If Flock is unable to correct the Defect, Flock shall, or shall instnictone of its contractors to repair or replace the Flock Hardware or Embedded Software suffering from the Defect. Flock reserves the right in their sole discretion to refiise 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 seventy-two (72) hours after Agency notifies the Flock of a known Defect. In the event of a Defect. Flock will repair or replace the defective Unit at no additional cost. In the event that a Unit is lost, stolen, or damaged. Agency may request that Flock replace the Unit at a fee according to the then -current. Reinstall Policy (https://www.flocksafety.com/reinstall-fee-schedule). Agency shall not be required to replace subsequently lost, damaged or stolen Units, however, Agency understands and agrees that functionality, including Footage, will be materially affected due to such subsequently lost, damaged or stolen Units and that Flock will have no liability to Agency regarding such affected fiinctionality nor shall the Usage Fee or Implementation Fees owed be impacted., Flock is under no obligation to replace or repair Hardware., 7.2 Exclusions. Flock will not provide the remedy described in Section 7.1 ifA,gency is found to have misused the Flock Hardware, Agency Hardware or Embedded Software in any manner. (EFM2578746.1)0CX;2/13175.000001/ ) 57 DowSign Envelope la 577634F4-2C88-4966-A928-BOECB1IF6EC8A 7.3 Warranty. Flock shall use reasonable efforts consistent with prevail* industry standards to maintain the Services in a manner which minimizes errors and intemtptions in the Services and shall perform the Installation Services in a professional and .workmanlike manner, Upon completion of any installation or repair. Flock shall clean and leave the area in good condition. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third -patty 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 sell/ice disruption. 7.4 Disclahner, THE REMEDY DESCRIBED IN SECTION 7.1 ABOVEIS AGENCY 'S SOLEREMEDY. AND FLOCK'S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE 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 ARE PROVIDED "AS IS" ANT) FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, THIS DISCLAIMER OF SECTION 7.4 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 10.5. 7.5 Insurance. Flock will maintain commercial ,general liability policies with policy limits reasonably commensurate with the magnitude of Flock's business risk. Certificates of Insurance can be provided upon request. 7.6 Force Majeure. Flock is not responsible nor liable for any delays or failures in perfonnance from any cause beyond its control, including, but not limited to acts of (.+od, changes to law or regulations, embargoes, war, terrorist. acts, acts or omissions of third-pady technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet set -vice providers or any other third party or acts or omissions of Agency or any Authorized End User., 8, LIMITATION OF LIABILITY; .NO FEE TERM; .). .. 8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, PARTIES ANT) 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 MAT l'ER 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 PARTY'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 58 (EF12578746.1)0CX;2/13175.000001/ DowSign Envellope la 577634F4-2C88-4966-A928-BOECB1IF6EC8A 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 TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF AN EMERGENCY, AGENCY SHOULD CONTACT 911 ANT) 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 10.5,. 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 COMPLIMENTARY NO -FEE TERM AS DESCRIBED IN SECTION 6.„5 EXCEED $100, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. Parties acknowledge and agree that the essential pulp ose of this Section 8., 2 is to allocate the risks under the No -Fee Term described in Section 6.5 and limit. potential liability given the aforementioned complimentaty service, which would have been substantially higher if Flock were to as Rune any further liability other than as set forth herein. Flock has relied on these limitations in determining whether to provide the complimentary No -Fee Term., The limitations set. forth in this Section 8., 2 shall not apply to claims or damages resulting from Flock's other obligations under this Agreement, 8.3 Responsibility. Each Party to this Aweementshall a sstune 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 Aweementshall 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 harinless Flock against. any damages, losses, liabilities, settlements and expenses in connection with any claim or action that arises from: (i) an alleged violation of Section 3.2, (ii) a breach of this Agreement, (iii) Agency's Installation Obligations, (iv) Agency's sharing of any data in connection with the Flock system, Flock employees or agent or Non -Agency End Users, or (v) Agency's use of the Services, Flock Hardware, Agency Hardware and any Embedded Software. 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, 9. RECORD RETENTION 9.1 Data Preservation. The Agency agrees to store Agency 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 preserve the Agency Data, Flock wili notify Agency of the requirementand applicable (EFM2578746.1)0CX;2/13175.000001/ 59 DowSign Envellope la 577634F4-2C88-4966-A928-BOECB1IF6EC8A retention period, and Agency agrees to preserve and securely store this data on Flock's behalf so that 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 minimrun extent necessary so that this Aweementwill otherwise remain in full force and effect and enforceable. 10.2 Assignment. This Agreement. is not assignable, transferable or sublicens able by either party except. with the other party's prior written consent. 10.3 Entire Agreement. This Agreement, together with the Order Fonn(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 inust. be in a .writing signed by both parties, except. as otherwise provided herein. None of Agency's purchase orders, authorizations or similar dociunents will alter the terms of this Agreement., and any such conflicting tams 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 Governing Law; Venue. This Agreement shall be governed by the laws of the State in which the Agency is located (Washington). The parties hereto agree that venue would be proper in the chosen courts of Washington. The parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement. 10.6 Publicity. Upon prior consent from Agency, 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, inc ludin,g without limitation on Flock's webs ite. 10.7 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 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 Dociunentation are "commercial items" and according to DFAR section 60 (EF12578746,1)OCX;2/13175.000001/ ) DocuSIgn Envelope ID:: 577634F4-2C88-4966-A928-BOECB1IF6EC8A 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, peifonnance, 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 10.8 Headings. The headings are merely for organization and should not be construed as adding meaning to the Aweementor interpreting the associated Sections. 10.,09 Authority. Ea ch of the below signers of this Agreementrepresent that they understand this Aweementand have the authority to sign on behalf of and bind the organizations and individuals they are representing., 10.10 Notices. All notices under this AgTeementwill 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. (EFM2578746.1)0CX;2/13175.000001/ ) 61 DocuSIgn Envelope ID:: 577634F4-2C88-4966-A928-BOECB1IF6EC8A EXHIBIT A St ement 'Work Installation of Flock Camera on c stngpoe'Flock.s lied ollc ficqiic c (EFM 2578746.D 0 CX;2/13175. 000001/ ) Fiock Group Inc. 62 This proposal expires in 30 days., Order Form