HomeMy WebLinkAbout9.1 Motion to waive the formal bid process and enter into an agreement with the Flock Group to provide license plate readers (LPR) in an amount not to exceed $140,450.00.Mr�GauC �'d'+rt;�iect
Subject• • to waive the formalbid process and enter
intoan agreementFlock Groupto
provide platereaders amount
not •exceed
Meeting March 21, 2023 - REGULAR MEETING OF THE MOUNT
PROSPECT VILLAGE BOARD -
Fiscal Impact true
Dollar Amount $140,450.00
Budget Source 044.60.61.65.0.000.665.031
Category VILLAGE MANAGER'S REPORT
Type Action Item
Maintaining public safety is a top priority of the Mount Prospect Police Department.
In an effort to help deter crime, gather evidence and identify offenders in criminal
investigations, the Police Department is requesting to enter into an agreement
with the Flock Group, Inc. to provide a combination of fixed License Plate
Recognition (LPR) cameras at strategic locations within the Village of Mount
Prospect. The fixed LPR systems have been proven to be a cost effective and
practical technological solution to criminal investigations. LPR's monitor the license
plates of traveling motorists, and can assist in identifying vehicles and offenders
involved in crimes as well as locating missing persons and AMBER/Silver alerts.
The Flock LPR cameras are able to detect license plates of passing motor vehicles
and notify law enforcement of stolen vehicles or vehicles being of particular
interest in criminal investigations in real-time. Fixed cameras will be installed at
strategic locations throughout the Village of Mount Prospect covering major
ingress and egress corridors as well as areas that have experienced significant
criminal activity. Additionally, the agreement with Flock includes a portable
camera that can be placed wherever a critical need arises or to address a
particular concern. Several local agencies currently use the Flock system and have
found great success with the system. Most notably, the Highland Park Police
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Department and area departments successfully located and apprehended the
offender in their horrific July 4, 2022 shooting within the day through the use of
the Flock System. Flock cameras are currently being used, implemented, or in the
approval process in several of our neighboring agencies including Des Plaines,
Arlington Heights, Elk Grove Village, Palatine, Barrington, Prospect Heights,
Northbrook, Glenview, Park Ridge, and Wheeling. The Flock system shares data
only among member law enforcement agencies as well as receives data from
commercial users aiding law enforcement greatly with locating suspect and stolen
vehicles in a timely manner. With this information sharing capability, it is critical
that the Mount Prospect Police Department utilizes Flock's system to reap the
benefits of this regional data. Commercial Flock users do not receive law
enforcement data.
The Department is requesting to enter into a 2 -year agreement with Flock Group,
Inc. in the amount of $140,450.00 to provide and install twenty-three (23) fixed
LPR and one (1) movable LPR cameras. The initial cost of $76,450.00 includes the
LPR system and installation as well as the associated permitting fees. The
remaining $64,000.00 constitutes the annual recurring cost for the system.
The Department is also requesting the Village Board to waive of the formal bidding
process as Flock Group, Inc. is the preferred system for information sharing in the
northwest suburban area.
Federal asset seizure funds are available to cover the initial installation cost and
first year's annual maintenance of the LPR system ($140,450.00). The
Department will budget $64,000 annually thereafter to cover the ongoing
subscription cost for the system.
Alternatives
1. Waive the bid process and accept the proposal from the Flock Group to
provide license plate readers (LPR) in an amount not to exceed $140,450.00.
2. Action at the discretion of the Village Board.
Staff Recommendation
Waive the formal bid process and enter into an agreement with the Flock Group to
provide license plate readers (LPR) in an amount not to exceed $140,450.00.
ATTACHMENTS:
IL_-_Mount_Prospect_PD_-_Flock_Safety_-_Law_Enforcement_Agreement. pdf
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FLOCK GROUP INC.
SERVICES AGREEMENT
ORDER FORM
This Order Form together with the Terms (as defined herein) describe the relationship between Flock Group Inc.
("Flo&7) and the customer identified below ("Agency") (each of Flock and Customer, a "Party"). This order form
("Order Form") hereby incorporates and includes the "GOVERNMENT AGENCY AGREEMENT" attached (the "Terms")
which describe and set forth the general legal terms governing the relationship (collectively, the "Agreement" ). The
Terms contain, among other things, warranty disclaimers, liability limitations and use limitations.
The Agreement will become effective when this Order Form is executed by both Parties (the "Effective Date").
Agency: IL - Mount Prospect PD
Legal Entity Name:
Address:
911 East Kensington Road
Mount Prospect, Illinois 60056
Expected Payment Method:
Contact Name: Mike Eterno
Phone: (847) 870-5656
E -Mail: metemo@mountprospect.org
Billing Contact:
(if different than above)
Initial Term: 24 months Billing Term: Invoice Plan payment due Net 30 per
Renewal Term: 24 months terms and conditions
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Professional Services and One -Time Purchases
Name
Price/Usage Fee
QTY
Subtotal
Professional Services - Standard Implementation Fee
$350.00
12.00
$4,200.00
Professional Services - Advanced Implementation
$3,500.00
1.00
$3,500.00
Falcon Flex
$750.00
11.00
$8,250.00
Fee
Hardware and Software Products
Annual recurring amounts over subscription term
Name
Price/Usage Fee
QTY
Subtotal
Falcon
$2,500.00
23.00
$57,500.00
Flock Safety Advanced Search
$3,500.00
1.00
$3,500.00
Falcon Flex
$3,000.00
1.00
$3,000.00
Subtotal Year 1: $76,450.00
Subscription Term: 24 Months
Annual Recurring Total: $64,000.00
Estimated Sales Tax: $0.00
Total Contract Amount: $140,450.00
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I have reviewed and agree to the Customer Implementation Guide on Schedule B at the end of this
agreement.
By executing this Order Form, Agency represents and warrants that it has read and agrees all of the terms
and conditions contained in the Terms attached. The Parties have executed this Agreement as of the dates set forth
below.
FLOCK GROUP, INC. Agency: IL - Mount Prospect PD
By: By:
Name: Name:
Title: Title:
Date: Date:
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/o safety
f
it
GOVERNMENT AGENCY AGREEMENT
This Government Agency Agreement (this "Agreement") is entered into by and between Flock Group, Inc. with a
place of business at 1170 Howell Mill Rd NW Suite 210, Atlanta, GA 30318 ("Flock") and the police department or
government agency identified in the signature block of the Order Form ("Agency") (each a "Party," and together,
the "Parties").
RECITALS
WHEREAS, Flock offers a software and hardware situational awareness solution for automatic license plates, video
and audio detection through Flock's technology platform (the "Flock Service"), and upon detection, the Flock
Services are capable of capturing audio, video, image, and recording data and can provide notifications to Agency
upon the instructions of Non -Agency End User (as defined below) ("Notifications");
WHEREAS, Agency desires access to the Flock Service on existing cameras, provided by Agency, or Flock
provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive
Notifications, including those from Non -Agency End Users of the Flock Service (where there is an investigative or
bona fide lawful purpose) such as schools, neighborhood homeowners associations, businesses, and individual users;
WHEREAS, Flock deletes all Footage on a rolling thirty (30) day basis, excluding Wing Replay which is deleted
after seven (7) days. Agency is responsible for extracting, downloading and archiving Footage from the Flock
System on its own storage devices for auditing for prosecutorial/administrative purposes; 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 departments, and archiving for evidence gathering ("Permitted Purpose").
AGREEMENT
NOW, THEREFORE, Flock and Agency agree that this Agreement, and any addenda attached hereto or referenced
herein, 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 "Advanced Search" means the provision of Services, via the web interface using Flock's software applications,
which utilize advanced evidence delivery capabilities including convoy analysis, multi-geo search, visual search,
cradlepoint integration for automatic vehicle location, and common plate analysis.
1.2 "Agency Data" means the data, media and content provided by Agency through the Services. For the avoidance
of doubt, the Agency Data will include the Footage.
1.3 "Agency Generated Data" means the messages, text, illustrations, files, images, graphics, photos, comments,
sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, other information or
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materials posted, uploaded, displayed, published, distributed, transmitted, broadcasted, or otherwise made available
on or submitted through the Wing Suite.
1.4. "Agency Hardware" means 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.
1.5. "Aggregated Data" means information that relates to a group or category of individuals, from which any
potential individuals' personal identifying information has been permanently "anonymized" by commercially
available standards to irreversibly alter data in such a way that a data subject (i.e., individual person or impersonal
entity) can no longer be identified directly or indirectly.
1.6 "Authorized End User(s)" means any individual employees, agents, or contractors of Agency accessing or using
the Services through the Web Interface, under the rights granted to Agency pursuant to this Agreement.
1.7 "Deployment Plan" means the strategic geographic mapping of the location(s) and implementation of Flock
Hardware, and/or other relevant Services required under this Agreement.
1.8 "Documentation" means 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 tenns of this Agreement.
1.9 "Embedded Software" means the software and/or firmware embedded or preinstalled on the Flock Hardware or
Agency Hardware.
1.10 "Falcon Flea'' means an infrastructure -free, location -flexible license plate reader camera that enables the
Agency to self -install.
1.11 "Flock Hardware" means 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.
1.12 "Flock IP" means 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.
1.13 "Flock Safety FalconTM" means an infrastructure -free license plate reader camera that utilizes Vehicle
FingerprintTM technology to capture vehicular attributes.
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1. 14 "Flock Safety RavenTM" means an audio detection device that provides real-time alerting to law enforcement
based on programmed audio events such as gunshots, breaking glass, and street racing.
1.15 "Flock Safety SparrowTM" means an infrastructure -free license plate reader camera for residential roadways
that utilizes Vehicle FingerprintTM technology to capture vehicular attributes.
1.17 "Footage" means still images, video, audio and other data captured by the Flock Hardware or Agency
Hardware in the course of and provided via the Services.
1.18 "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.
1.19 `Implementation Fee(s) " means the monetary fees associated with the Installation Services, as defined below.
1.20 "Installation Services" means the services provided by Flock for installation of Agency Hardware and/or
Flock Hardware, including any applicable installation of Embedded Software on Agency Hardware.
1.21 "Non -Agency Enc! User(s)" means any individual, entity, or derivative therefrom, authorized to use the
Services through the Web Interface, under the rights granted to pursuant to the terms (or to those materially similar)
of this Agreement.
1.22 "Services" or "Flock Services" means the provision, via the Web Interface, of Flock's software applications for
automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage.
1.23 "Support Services" means Monitoring Services, as defined in Section 2.10 below.
1.24 "Usage Fee" means the subscription fees to be paid by the Agency for ongoing access to Services.
1.25 "Web Interface" 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.
1.26 "Wing Suite" means the Flock interface which provides real-time access to the Flock Services, location of
Flock Hardware, Agency Hardware, third -party cameras, live -stream video, Wing Livestream, Wing LPR, Wing
Replay, alerts and other integrations.
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1.27 "Wing Livestream" means real-time video integration with third -party cameras via the Flock interface.
1.28 "ung LPR" means software integration with third -party cameras utilizing Flock's Vehicle Fingerprint
TechnologyTM for license plate capture.
1.29 "Ming Replay" means enhanced situational awareness encompassing Footage retention, replay ability, and
downloadable content from Hot Lists integrated from third -party cameras.
1.30 "Vehicle Fingerprinirw' 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.
2. SERVICES AND SUPPORT
2.1 Provision of Access. Subject to the terms of this Agreement, Flock hereby grants to Agency a non-exclusive,
non -transferable right to access the features and functions of the Services via the Web Interface during the Term,
solely for the Authorized End Users. The Footage will be available for Agency's designated administrator, listed on
the Order Form, and any Authorized End Users to access and download via the Web Interface for thirty (30) days.
Authorized End Users will be required to sign up for an account and select a password and username ("User ID").
Flock will also provide Agency 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, (such as using a third party to host the Web Interface for cloud storage or a cell
phone provider for wireless cellular coverage) which makes the Sei vices available to Agency and Authorized End
Users. Warranties provided by said third party service providers are the agency's sole and exclusive remedy and
Flock's sole and exclusive liability with regard to such third -party services, including without limitation hosting the
Web Interface. Agency agrees to comply with any acceptable use policies and other terms of any third -party service
provider that are provided or otherwise made available to Agency from time to time.
2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Agency a limited, non-
exclusive, non -transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the
Embedded Software as installed on the Flock Hardware or Agency Hardware; in each case, solely as necessary for
Agency to use the Services.
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2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to Agency a non-
exclusive, non -transferable right and license to use the Documentation during the Term in connection with its use of
the Services as contemplated herein, and under Section 2.5 below.
2.4 Wing Suite License. Subject to all terms of this Agreement, Flock grants Agency a limited, non-exclusive, non-
transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Wing Suite software
and interface.
2.5 Usage Restrictions.
2.5.1 Flock IP. The permitted purpose for usage of the Flock Hardware, Agency Hardware,
Documentation, 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 ("Permitted Purpose"). Agency will not, and
will not permit any Authorized End Users to, (i) copy or duplicate any of the Flock IP; (ii) dccompile, 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 any of the Services or Flock IP; (vi)
use the Services, support, Flock Hardware, Documentation, or the Flock IP 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, Agency's rights under Sections 2.1, 2.2, 2.3, or 2.4.
2.5.2. 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 Agreement. Except for Falcon Flex
products, which are designed for self -installation, Agency 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 2.5.2, all warranties herein shall be null and void, and this Agreement shall be
subject to immediate termination (without opportunity to cure) for material breach by Agency.
2.6 Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement, Flock
and its licensors retain all right, title and interest in and to the Flock IP and its components, and Agency
acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by
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this Agreement. Agency further acknowledges that Flock retains the right to use the foregoing for any purpose in
Flock's sole discretion. There are no implied rights
2.7 Suspension.
2.7.1 Service Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily
suspend Agency's and any Authorized End User's access to any portion or all of the Flock IP or Flock Service if
Flock reasonably determines that (a) there is a threat or attack on any of the Flock IP by Agency; (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 customer
or vendor of Flock; (c) Agency or any Authorized End User is/are using the Flock IP for fraudulent or illegal
activities; (d) Agency has violated any term of this provision, including, but not limited to, utilizing the Services for
anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Agency's
account ("Service Suspension"). Agency shall not be entitled to any remedy for the Service Suspension period,
including any reimbursement, tolling, or credit.
2.7.2 Service Interruption. Services may be interrupted in the event that: (a) Flock's provision of the Services to
Agency 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 Agency and to provide updates regarding resumption of access to Flock
Services. Flock will use commercially reasonable efforts to resume providing access to the 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 Agency 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 Agency's direct actions or by the actions of parties associated with the Agency, the expiration of the Term
will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day)
prorated for the proportion of cameras on the Agency's account that have been impacted. For example, in the event
of a Service Inter7uption lasting five (5) continuous days, Agency will receive a credit for five (5) free days at the
end of the Term.
2.8 Installation Services.
2.8.1 Designated Locations. For installation of Flock Hardware, excluding Falcon Flex products, prior to
performing the physical installation of the Flock Hardware, Flock shall advise Agency on the location and
positioning of the Flock Hardware for optimal license plate image capture, as conditions and location allow. Flock
may consider input from Agency regarding location, position and angle of the Flock Hardware ("Designated
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Location") and collaborate with Agency to design the Deployment Plan confirming the Designated Locations. Flock
shall have final discretion on location of Flock Hardware. 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. After
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.coin/reinstall-fee-schedule) and any equipment fees. For clarity, Agency will receive prior
notice and provide approval for any such fees. These changes include but are not limited to re -positioning, adjusting
of the mounting, re -angling, removing foliage, 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.
2.8.2 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 Flock Hardware is designed to utilize solar power, certain Designated Locations may
require a reliable source of 120V or 240V AC power. In the event adequate solar power is not available, Agency is
solely responsible for costs associated with providing a reliable source of 120V or 240V AC power to Flock
Hardware. Flock will provide solar options to supply power at each Designated Location. If Agency refuses
recommended solar options, Agency waives any reimbursement, tolling, or credit for any suspension period of Flock
Services due to low solar power. 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 Flock
Hardware, its use (excluding tax exempt entities), or (iii) any other supplementary cost for services performed in
connection with installation of the Flock Hardware, including but not limited to contractor licensing, engineered
drawings, rental of specialized equipment, or 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"). In the event that a Designated Location for Flock Hardware requires pen -nits, Flock may
provide the Agency with a temporary alternate location for installation pending the permitting process. Once the
required permits are obtained, Flock will relocate the Flock Hardware from the temporary alternate location to the
permitted location at no additional cost. Without being obligated or taking any responsibility for the foregoing,
Flock may pay and invoice related costs to Agency if Agency did not address them prior to the execution of this
Agreement or a third party requires Flock to pay. Agency 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 tests in connection with such installation.
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2.8.3 Flock's Obligations. Installation of 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. Upon removal of Flock Hardware, Flock shall restore the
location to its original condition, ordinary wear and tear excepted. Following the initial installation of the Flock
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 Flock Hardware for the length of the Term and will receive access to the Footage for a period of seven (7)
business days after the initial installation for quality control and provide any necessary maintenance. Labor may be
provided by Flock or a third -party. Flock is not obligated to install, reinstall, or provide physical maintenance to
Agency Hardware. Notwithstanding anything to the contrary, Agency understands that Flock will not provide
installation services for Falcon Flex products.
2.8.4 Ownership of Hardware. Flock Hardware shall remain the personal property of Flock and will be removed
upon the natural expiration of this Agreement at no additional cost to Agency. Agency shall not perform any acts
which would interfere with the retention of title of the Flock Hardware by Flock. Should Agency default on any
payment of the Flock Services, Flock may remove Flock 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.
2.9 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 right to cease work immediately in the area affected until such materials are removed or rendered harmless.
2.10 Support Services. Subject to the payment of fees, Flock shall monitor the performance and functionality of
Flock Services and may, from time to time, advise Agency on changes to the Flock Services, Installation Services,
or the Designated Locations which may improve the performance or functionality of the Services or may improve
the quality of the Footage. The work, its timing, and the fees payable relating to such work shall be agreed by the
Parties prior to any alterations to or changes of the Services or the Designated Locations ("Monitoring Services").
Flock will use commercially reasonable efforts to respond to requests for support. Flock will provide Agency with
reasonable technical and on-site support and maintenance services ("On -Site Services") in-person or by email
at support(aoflocksafety.com, at no additional cost. Notwithstanding anything to the contrary, Agency is solely
responsible for installation of Falcon Flex products. Agency further understands and agrees that Flock will not
provide monitoring services or on-site services for Falcon Flex.
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2. 11 Special Terms. From time to time, Flock may offer certain special terms related to guarantees, sei vice and
support which are indicated in the proposal and on the Order Fonn and will become part of this Agreement, upon
Agency's prior written consent ("Special Terms"). To the extent that any terms of this Agreement are inconsistent
or conflict with the Special Terms, the Special Terms shall control.
2.12 Upgrades to Platform. Flock may, in its sole discretion, make any upgrades to system or platforin that it
deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Flock's products or services to its
agencies, (b) the competitive strength of, or market for, Flock's products or services, (c) 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 materially change any terms or conditions within this Agreement.
3. RESTRICTIONS AND RESPONSIBILITIES
3.1 Agency Obligations. Flock will assist Agency Authorized End Users in the creation of a User ID. Agency
agrees to provide Flock with accurate, complete, and updated registration information. Agency may not select as its
User ID a name that Agency does not have the right to use, or another person's name with the intent to impersonate
that person. Agency may not transfer its account to anyone else without prior written permission of Flock. Agency
will not share its account or password with anyone and must protect the security of its account and password. Unless
otherwise stated and defined in this Agreement, Agency may not designate Authorized End Users for persons who
are not officers, employees, or agents of Agency. Authorized End Users shall only use Agency -issued email
addresses for the creation of their User ID. Agency is responsible for any activity associated with its account.
Agency shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect
to, access or otherwise use the Services. Agency will, at its own expense, provide assistance to Flock, including, but
not limited to, by means of access to, and use of, Agency facilities, as well as by means of assistance from Agency
personnel to the limited extent any of the foregoing may be reasonably necessary to enable Flock to perform its
obligations hereunder, including, without limitation, any obligations with respect to Support Services or any
Installation Services.
3.2 Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency will use
the Services only in compliance with this Agreement and all applicable laws and regulations, including but not
limited to any laws relating to the recording or sharing of video, photo, or audio content. Although Flock has no
obligation to monitor Agency 's use of the Services, Flock may do so and may prohibit any use of the Services it
believes may be (or alleged to be) in violation of the foregoing.
4. CONFIDENTIALITY; AGENCY DATA
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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
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 Agency
includes non-public data provided by Agency to Flock or collected by Flock via the Flock Hardware or Agency
Hardware, to enable the provision of the 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 will a Party apply less than reasonable precautions to protect such
Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein)
or divulge to any third person any such Proprietary Information. Flock's use of the Proprietary Information may
include processing the Proprietary Information to send Agency alerts, 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 Parry 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. For clarity, Flock may access, use, preserve
and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally
required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably
necessary to: (a) comply with a legal process or request; (b) enforce this Agreement, including investigation of any
potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect
the rights, property or safety of Flock, its users, a third party, or the public as required or permitted by law, including
respond to an emergency situation. 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 (i) 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 2.10
above, and a non-exclusive, perpetual, irrevocable, worldwide, royalty -free, fully paid license to use, reproduce,
modify, display, and distribute the Agency Data as a part of the Aggregated Data, (ii) disclose the Agency Data
(both inclusive of any Footage) to enable law enforcement monitoring for elected law enforcement Hotlists as well
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as provide Footage search access to law enforcement for investigative purposes only, and (iii) and obtain
Aggregated Data as set forth below in Section 4.5. As between Agency and Non -Agency End Users that have
prescribed access of Footage to Agency, each of Agency and Non -Agency End Users will share all right, title and
interest in the Non -Agency End User Data. This Agreement does not by itself make any Non -Agency End User Data
the sole property or the Proprietary Information of Agency. Flock will automatically delete Footage older than thirty
(3 0) days. Agency has a thirty (30) day window to view, save and/or transmit Footage to the relevant government
agency prior to its deletion. Notwithstanding the foregoing, Flock automatically deletes Wing Replay after seven (7)
days, during which time Agency may view, save and/or transmit such data to the relevant government agency prior
to deletion. Flock does not own and shall not sell Agency
4.3 Agency Generated Data in Wing Suite. Parties understand that Flock does not own any right, title, or interest
to third -party video integrated into the Wing Suite. Flock may provide Agency with the opportunity to post, upload,
display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Wing Suite,
messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content,
ratings, reviews, data, questions, suggestions, or other information or materials produced by Agency. Agency shall
retain whatever legally cognizable right, title, and interest that Agency has in Agency Generated Data. Agency
understands and acknowledges that Flock has no obligation to monitor or enforce Agency's intellectual property
rights to Agency Generated Data. To the extent legally permissible, Agency grants Flock a non-exclusive,
perpetual, irrevocable, worldwide, royalty -free, fully paid license to use, reproduce, modify, display, and distribute
the Agency Generated Data for the sole purpose of providing Flock Services. Flock does not own and shall not sell
Aeencv Generated Data.
4.4 Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommendations or
other information relating to the subject matter hereunder, Agency hereby assigns (and will cause its agents and
representatives to assign) to Flock all right, title and interest (including intellectual property rights) with respect to or
resulting from any of the foregoing.
4.5 Aggregated Data. Flock shall have the right to collect, analyze, and anonyinize Agency Data and Agency
Generated Data to create Aggregated Data to use and perform the Services and related systems and technologies,
including the training of machine learning algorithms. Agency hereby grants Flock a non-exclusive, worldwide,
perpetual, royalty -free right (during and after the Term hereof) to 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. Parties understand that the aforementioned license is required for continuity
of Services. No rights or licenses are granted except as expressly set forth herein. Flock does not sell Aggregated
Data.
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5. PAYMENT OF FEES
5. 1.1 Software Product Fees. For Order Forms listing Wing Suite, Advanced Search and other software -only
products, Agency will pay Flock the fees for the Initial Term (as described on the Order Foran attached hereto) on or
before the 30' day from the date of invoice. For any Renewal Terms, Agency shall pay invoice on or before the 30t"
day from the date of renewal invoice.
5.1.2 Hardware Product Fees. For Order Forms listing Falcon, Sparrow, Raven and Falcon Flex products, Agency
will pay Flock fifty percent (50%) of the fees for the Initial Term as set forth on the Order Form on or before the 30'
day from date of invoice. Upon commencement of installation, Flock will issue an invoice for twenty-five percent
(25%) of total fees, and Agency shall pay on or before 30t" day following date 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 date 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 any Renewal
Terms, Agency shall pay the total invoice on or before the 30th day from the date of renewal invoice.
5.2 Notice of Changes to Fees. Flock reserves the right to change the fees or applicable charges and to institute new
charges and fees on subsequent terms by providing sixty (60) days' notice prior to the end of such Initial Term or
Renewal Term (as applicable) to Agency (which may be sent by email).
5.3 Invoicing, Late Fees; Taxes. Flock may choose to bill through an invoice, in which case, full payment for
invoices must be received by Flock thirty (30) days after the receipt of invoice. If Agency is a non -tax-exempt
enti , Agency shall be responsible for all taxes associated with Services other than U.S. taxes based on Flock's net
income. If Agency believes that Flock has billed Agency incorrectly, Agency must contact Flock no later than sixty
(60) days after the closing date on the first billing statement in which the error or problem appeared, in order to
receive an adjustment or credit. Agency acknowledges and agrees that a failure to contact Flock within this sixty
(60) day period will serve as a waiver of any claim Agency may have had as a result of such billing error.
6. TERM AND TERMINATION
6.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order Form and shall
commence at the time outlined in this section below (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.
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a. For Wing Suite products: the Term shall commence upon execution of this Agreement and continue for one
(1) year, after which, the Term may be extended by mutual consent of the Parties, unless terminated by either Party.
For Falcon and Sparrow products: the Term shall commence upon first installation and validation of Flock
Hardware.
C. For Raven products: the Term shall commence upon first installation and validation of Flock Hardware.
d. For Falcon Flex products: the Term shall commence upon execution of this Agreement.
e. For Advanced Search products: the Term shall commence upon execution of this Agreement.
6.2 Termination for Convenience. At any time during the agreed upon Term, either Party may terminate this
Agreement for convenience. Termination for convenience of the Agreement by the Agency will be effective
immediately. Termination for convenience by Agency will result in a one-time removal fee of $500 per Flock
Hardware. Termination for convenience by Flock will not result in any removal fees. Upon termination for
convenience, a refund will be provided for Flock Hardware, prorated for any tees for the remaining Tenn length set
forth previously. Wing Suite products and Advanced Search are not subject to refund for early termination. 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. Agency's termination of this Agreement for Flock's
material breach of this Agreement shall not be considered a termination for convenience for the purposes of
this Section 6.2.
6.3 Termination. Notwithstanding the termination provisions in Section 2.5.2, 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. Either Party may
terminate this Agreement, without notice, (i) upon the institution by or against the other Party of insolvency,
receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors,
or (iii) upon the other Party's dissolution or ceasing to do business. Upon termination for Flock's material breach,
Flock will refund to Agency a pro -rata portion of the pre -paid fees for Services not received due to such termination.
6.4 No -Fee Term. Flock will provide Agency with complimentary access to Hotlist alerts, as further described in
Section 4.2 ("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, Agency will have access to Non -Agency End User Footage and/or
notifications until deletion, subject to a thirty (30) day retention policy for all products except Wing Replay, which
is subject to a seven (7) day retention policy. Flock may, in their sole discretion, provide access or immediately
terminate the No -Fee Term. The No -Fee Term will survive the Term of this Agreement. Flock, in its sole discretion,
can determine to impose a price per No -Fee Term upon thirty (30) days' notice to Agency. Agency may terminate
any No -Fee Term or access to future No -Fee Terms upon thirty (30) days' notice.
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6.5 Survival. The following Sections will survive termination: 2.5, 2.6, 3, 4, 5, 6.4, 7.3, 7.4, 8.1, 8.2, 8.3,
8.4, 9.1 and 9.6.
7. REMEDY; WARRANTY AND DISCLAIMER
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 2.10 above. If Flock is unable to correct the Defect, Flock
shall, or shall instruct one 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 refuse or delay replacement or its choice of
remedy for a Defect until after it has inspected and tested the affected Flock Hardware provided that such inspection
and test shall occur within a commercially reasonable time, but no longer than seven (7) business days after Agency
notifies the Flock of a known Defect. In the event of a Defect, Flock will repair or replace the defective Flock
Hardware at no additional cost to Agency. Absent a Defect, in the event that Flock Hardware is lost, stolen, or
damaged, Agency may request that Flock replace the Flock Hardware 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 Flock Hardware, however, Agency understands and agrees that functionality, including
Footage, will be materially affected due to such subsequently lost, damaged or stolen Flock Hardware and that Flock
will have no liability to Agency regarding such affected functionality nor shall the Usage Fee or Implementation
Fees owed be impacted. Flock is under no obligation to replace or repair Flock Hardware or Agency Hardware.
7.2 Exclusions. Flock will not provide the remedy described in Section 7.1 if Agency has misused the Flock
Hardware, Agency Hardware, or Service in any manner.
7.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the
Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation
Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled
maintenance or for unscheduled emergency maintenance, either by Flock or by third -party providers, or because of
other causes beyond Flock's reasonable control, but Flock shall use reasonable efforts to provide advance notice in
writing or by e-mail of any scheduled service disruption.
7.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS AGENCY'S SOLE REMEDY, AND
FLOCK'S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE EMBEDDED SOFTWARE. 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
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"AS IS" AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE AND NON -INFRINGEMENT. THIS DISCLAIMER OF SECTION 7.4 ONLY APPLIES TO THE
EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 9.6.
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. 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, acts or omissions of third -Party technology providers, riots, fires, earthquakes, floods, power
blackouts, strikes, supply chain shortages of equipment or supplies, weather conditions or acts of hackers, inteinet
service providers or any other third Party acts or omissions. Force Majeure includes the novel coronavirus Covid-19
pandemic, and the potential spread of variants, which is ongoing as of the date of the execution of this Agreement.
8. LIMITATION OF LIABILITY; NO FEE TERM; INDEMNITY
8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK AND ITS
SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY SUPPLIERS),
OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE
RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR
TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE
OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR FOOTAGE OR
COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF
BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR REASONABLE
CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE OR
IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH THE FBI DATABASE; (D) FOR ANY PUBLIC
DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (E) FOR CRIME
PREVENTION; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH
ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY AGENCY TO FLOCK FOR THE
SERVICES UNDER THIS AGREEMENT IN THE 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 LIABILITY OF
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SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE
MENTIONED IN SECTION 9.6.
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 6.4 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 purpose of this Section 8.2 is to allocate the risks under the No -Fee Term
described in Section 6.4 and limit potential liability given the aforementioned complimentary service, which would
have been substantially higher if Flock were to assume any further liability other than as set forth herein. Flock has
relied on these limitations in determining whether to provide the complementary 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 Agreement shall assume the responsibility and liability for the acts and
omissions of its own employees, deputies, officers, or agents, in connection with the performance of their official
duties under this Agreement. Each Parry to this Agreement shall be liable (if at all) only for the torts of its own
officers, agents, or employees.
9. INDEMNIFICATION
Agency hereby agrees to indemnify and hold harmless Flock against any damages, losses, liabilities, settlements and
expenses in connection with any claim or action that arises from an alleged violation of Section 3. 1, a breach of this
Agreement, Agency's Installation Obligations, Agency's sharing of any data in connection with the Flock system,
Flock employees or agent or Non -Agency End Users, or otherwise from Agency's use of the Services, Flock
Hardware, Agency Hardware and any Embedded Software, including any claim that such actions violate any
applicable law or third Parry right. Although Flock has no obligation to monitor Agency's use of the Services, Flock
may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of Section 3.1
or this Agreement.
10. MISCELLANEOUS
10.1 Compliance With Laws. The Agency agrees to comply with all applicable local, state and federal laws,
regulations, policies and ordinances and their associated record retention schedules, including responding to any
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subpoena request(s). In the event Flock is legally compelled to comply with a judicial order, subpoena, or
government mandate, to disclose Agency Data. or Agency Generated Data, Flock will provide Agency with notice.
10.2 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.
10.3 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.
10.4 Entire Agreement. This Agreement, together with the Order Form(s), the then -current Reinstall policy
(https://www.flocksafety.com/reinstall-fee-schedule), Deployment Plan(s), and any attached addenda are the
complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous
written and oral agreements, communications and other understandings relating to the subject matter of this
Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise
provided herein. None of Agency's purchase orders, authorizations or similar documents will alter the terms of this
Agreement, and any such conflicting terms are expressly rejected. 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.
10.5 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. Flock shall at all times
be and act as an independent contractor.
10.6 Governing Law; Venue. This Agreement shall be governed by the laws of the State in which the Agency is
located. The Parties hereto agree that venue would be proper in the chosen courts of the State of which the Agency
is located. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in
its entirety from this Agreement.
10.7 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, including without limitation on Flock's website.
10.8 Export. Agency may not remove or export from the United States or allow the export or re-export of the Flock
IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the
United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets
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Control, or any other United States or foreign agency or authority. As defined in 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.
10.9 Headings. The headings are merely for organization and should not be construed as adding meaning to the
Agreement or interpreting the associated sections.
10.10 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.
10.11 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 confinned, if transmitted by email; 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.
FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: legal@flocksafety.com
AGENCY NOTICES ADDRESS:
ADDRESS:
ATTN:
EMAIL:
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