HomeMy WebLinkAboutFlock Group, Inc. - Purchase and Service Agreement DocuSign Envelope ID:B1BFOE12-D4EB-4F45-BA3E-376A039D703F
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("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:WA-Yakima PD
Contact Name:Dustin Soptich
Legal Entity Name:
Address:
200 South 3rd Street Phone:509.576.6341
Yakima,Washington 98901 E-Mail:dustin.soptich@yakimawa.gov
Expected Payment Method: Billing Contact:
PU Cik A E. O C-�•oes., (if different than above)
.._ - --- - SAME 1`5 46.4s0vt..
Initial Term:24 months Billing Term:Annual payment due Net 30 per terms
Renewal Term:24 months and conditions
DocuSign Envelope ID: B1BFOE12-D4EB-4F45-BA3E-376A039D703F
Name Price QTY Subtotal
Raven Promo $0.00 1.00 $0.00
(Includes one-time fees)
Year 1 Total$0.00
Recurring Total: $0.00
Special terms:
•Agency will receive one(1)FREE square mile of Raven coverage for 12 months with the signing of a 2-year
contract.After FREE initial 12 months,Agency shall be billed standard pricing of$25,000 per square mile of
Raven coverage per year.Agency shall have the option to terminate Raven subscription upon prior written
notification to Flock at least thirty(30)days prior to the end of the first year Term.If Agency fails to notify
Flock of Agency's intent to cancel subscription,Raven subscription shall auto-renew and Agency shall be
billed the standard price of$25,000 per square mile of Raven coverage per year.
DocuSign Envelope ID:B1BFOE12-D4EB-4F45-BA3E-376A039D703F
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:WA-Yakima PD
by:
By: rDocuSigned
o7432021862e4e1... By:
Alex Latraverse Rvhe'.* (--zLrr i5or)
Name: Name:
Chief Revenue officer G i a..r `- „ �/
Title: Title: / LCC.�v
2/4/2022 G
Date: Date: Fdo . 1 , 0 o 2'9'
CITY CONTRACT NO:pO2K-02/
RESOLUTION NO: hi&
DocuSign Envelope ID:B1BFOE12-D4EB-4F45-BA3E-376A039D703F
Hock safety
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 below("Agency")(each a"Party,"and together,the
"Parties").
RECITALS
WHEREAS,Flock offers a software and hardware solution for automatic license plate detection through Flock's
technology platform(the"Flock Service"),and upon detection,the Flock Service creates images and recordings of
suspect vehicles("Footage")and can provide notifications to Agency upon the instructions of Non-Agency End
User("Notifications");
WHEREAS,Agency desires to purchase,use and/or have installed access to the Flock Service 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 System(where there is an
investigative purpose)such as schools,neighborhood homeowners associations,businesses,and individual users;
WHEREAS,because Footage is stored for no longer than(thirty)30 days in compliance with Flock's records
retention policy,Agency is responsible for extracting,downloading and archiving Footage from the Flock System
on its own storage devices 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 purpose of crime awareness and prevention by police departments and
archiving for evidence gathering("Purpose").
AGREEMENT
NOW,THEREFORE,Flock and Agency agree as follows and further agree to incorporate the Recitals into this
Agreement.
1.DEFINITIONS
Certain capitalized terms,not otherwise defined herein,have the meanings set forth or cross-referenced in this
Section 1.
1.1 "Agency 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 through the Web Interface,under the rights granted to Agency pursuant to this Agreement.
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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 terms of this Agreement.
1.5"Embedded Software"will mean the software and/or firmware embedded or preinstalled on the Agency
Hardware.
1.6"Flock IP"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"Flock 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 term"Hardware"excludes the Embedded Software.
1.9 "Implementation Fee(s)"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 "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.
1.12"Support Services"shall mean Monitoring Services,as defined in Section 2.9 below.
1.13"Unit(s)"shall mean the Agency Hardware together with the Embedded Software.
1.14"Usage Fee"means the subscription fees to be paid by the Agency for ongoing access to Services.
1.15"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.
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 Service
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Term(as defined in Section 6.1 below),solely for the Authorized End Users.The Footage will be available for
Agency's designated administrator,listed on the Order Form,and any Authorized End Users to access via the Web
Interface for 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, 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 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 Hardware or Agency Hardware;in each case,solely as necessary for Agency
to use the Services.
2.3 Documentation License.Subject to the terms of this Agreement,Flock hereby grants to Agency a non-
exclusive,non-transferable right and license to use the Documentation during the Service Term to Agency 's in
connection with its use of the Services as contemplated herein,and under Section 2.4 below.
2.4 Usage Restrictions.The purpose for usage of the Unit,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 and not for tracking activities that the system is not designed to capture("Permitted Purpose").
Agency will not,and will not permit any Authorized End Users to,(i)copy or duplicate any of the Flock IP;(ii)
decompile,disassemble,reverse engineer or otherwise attempt to obtain or perceive the source code from which any
software component of any of the Flock IP is compiled or interpreted,or apply any other process or procedure to
derive the source code of any software included in the Flock IP,or attempt to do any of the foregoing,and Agency
acknowledges that nothing in this Agreement will be construed to grant Agency any right to obtain or use such
source code;(iii)modify,alter,tamper with or repair any of the Flock IP,or create any derivative product from any
of the foregoing,or attempt to do any of the foregoing,except with the prior written consent of Flock;(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
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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.
2.5 Retained Rights;Ownership. As between the Parties,subject to the rights granted in this Agreement,Flock
and its licensors retain all right,title and interest in and to the Flock IP and its components,and Agency
acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by
this Agreement.Agency further acknowledges that Flock retains the right to use the foregoing for any purpose in
Flock's sole discretion.There are no implied rights.
2.6 Suspension.Notwithstanding anything to the contrary in this Agreement,Flock may temporarily suspend
Agency's and any Authorized End User's access to any portion or all of the Flock IP if(i)Flock reasonably
determines that(a)there is a threat or attack on any of the Flock IP;(b)Agency's or any Authorized End User's use
of the Flock 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,circumstances permitting,to
provide written notice of any Service Suspension to Agency(including notices sent to Flock's registered email
address)and to provide updates regarding resumption of access to the Flock IP following any Service Suspension.
Flock will use commercially reasonable efforts to resume providing access to the Service as soon as reasonably
possible after the event giving rise to the Service Suspension is cured. Flock will have no liability for any damage,
liabilities,losses(including any loss of data or profits)or any other consequences that Agency or any Authorized
End User may incur as a result of a Service Suspension.To the extent that the Service Suspension is not caused by
Agency 's direct actions or by the actions of parties associated with the Agency,the expiration of the Term will be
tolled by the duration of any suspension(for any continuous suspension lasting at least one full day)prorated for the
proportion of cameras on the Agency's account that have been impacted.
2.7 Installation Services.
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 and Agency must mutually agree on the location (mounting site or pole),
position and angle of the Units(each Unit location so designated by Agency,a"Designated Location"). Flock shall
have no liability to Agency resulting from any poor performance,functionality or Footage resulting from or otherwise
relating to the Designated Locations or delay in installation due to Agency's delay in identifying the choices for the
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Designated Locations, in ordering and/or having the Designated Location ready for installation including having all
electrical work preinstalled and permits ready, if necessary. Designated Locations that are suggested by Flock and
accepted by Agency without alteration will be known as Flock Designated Locations. After a deployment plan with
Designated Locations and equipment has been agreed upon by both Flock and the Agency, any subsequent changes
to the deployment plan("Reinstalls")driven by Agency's request will incur a charge for Flock's then-current list price
for Reinstalls, as listed in the then-current Reinstall Policy (available at https://www.flocksafety.com/reinstall-fee-
schedule) and any equipment charges. These changes include but are not limited to camera re-positioning, adjusting
of camera mounting, re-angling, removing foliage, camera replacement, changes to heights of poles, regardless of
whether the need for Reinstalls related to vandalism,weather,theft,lack of criminal activity in view,and the like.
2.7.2 Agency Installation Obligations.Agency agrees to allow Flock and its agents reasonable access in and near the
Designated Locations at all reasonable times upon reasonable notice for the purpose of performing the installation
work. The "Agency Installation Obligations" include, to the extent required by the deployment plan, but are not
limited to electrical work to provide a reliable source of 120V AC power that follow Flock guidelines and comply
with local regulations if adequate solar exposure is not available. Agency is solely responsible for(i)any permits or
associated costs,and managing the permitting process;(ii) any federal,state or local taxes including property,license,
privilege, sales, use, excise, gross receipts or other similar taxes which may now or hereafter become applicable to,
measured by or imposed upon or with respect to the installation of the Hardware, its use, or (iii) any other
supplementary cost for services performed in connection with installation of the 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. 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.Any fees payable to Flock exclude the foregoing.Without being obligated
or taking any responsibility for the foregoing, Flock may pay and invoice related costs to 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 all necessary right title and authority and hereby authorizes Flock to install the Hardware at the
Designated Locations and to make any necessary inspections or tests in connection with such installation.Flock is not
responsible for installation of Agency Hardware.
2.7.3 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 selected by Agency. Following the initial installation of the
Hardware and any subsequent Reinstalls or maintenance operations, Flock's obligation to perform installation work
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shall cease;however,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 three (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 can opt out of
Flock's access to Footage after the initial installation which would waive Flock's responsibility to ensure such action
was successful.Agency understands and agrees that the Flock Services will not function without the Hardware.Labor
may be provided by Flock or a third party.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
termination or expiration of this Agreement.Agency agrees to perform all acts which may be necessary to assure the
retention of title of the Hardware by Flock. Should Agency default in any payment for the Flock Services or any part
thereof or offer to sell or auction the Hardware,then Agency authorizes and empowers Flock to remove the Hardware
or any part thereof. Such removal, if made by Flock, shall not be deemed a waiver of Flock's rights to any damages
Flock may sustain as a result of Agency's default and Flock shall have the right to enforce any other legal remedy or
right. In the event of natural expiration of this Agreement,Flock shall remove Flock Hardware at no additional cost
to Agency.
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 right to cease work immediately in the area affected until such materials are removed or rendered harmless. Any
additional expenses incurred by Flock as a result of the discovery or presence of hazardous material or hazardous
conditions shall be the responsibility of Agency and shall be paid promptly upon billing.
2.9 Support Services.Subject to the payment of fees,Flock shall monitor the performance and functionality of Flock
Services and may, from time to time, advise Agency on changes to the Flock Services, Installation Services, or the
Designated Locations which may improve the performance or functionality of the Services or may improve the quality
of the Footage.The work,its timing,and the fees payable relating to such work shall be agreed by the Parties prior to
any alterations to or changes of the Services or the Designated Locations ("Monitoring Services"). Subject to the
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 support@,flocksafety.com. Flock will use commercially reasonable efforts to
respond to requests for support. If Agency chooses to self-install Hardware or install Hardware on a mobile location,
Flock shall make reasonable commercial efforts to provide On-Site Services, if permissible. Agency shall not be
entitled to reimbursement, tolling, or credit for any lapse in Services associated with the Unit malfunction due to
installation on mobile locations (i.e. trailers). Agency shall be subject to Reinstall Fees for re-positioning Units on
mobile locations,or subsequent installation on Flock or other stationary poles.
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2.10 Special Terms.From time to time,Flock may offer certain"Special Terms"related to guarantees,service and
support which are indicated in the proposal and on the order form and will become part of this Agreement,upon
Agency's 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 Safety may,in its sole discretion,make any changes to any system or platform
that it deems necessary or useful to(i)maintain or enhance(a)the quality or delivery of Flock Safety's products or
services to its Agency s,(b)the competitive strength of,or market for,Flock Safety's products or services,(c)such
platform or system's cost efficiency or performance,or(ii)to comply with applicable law.
3.RESTRICTIONS AND RESPONSIBILITIES
3.1 Agency Obligations.Upon 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. 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. To the extent allowed by
the governing law of the state mentioned in Section 10.6,or if no state is mentioned in Section 10.6,by the law of
the State of Georgia,Agency hereby agrees to indemnify and hold harmless Flock against any damages,losses,
liabilities,settlements and expenses. including without limitation costs and attorneys' fees,in connection with any
claim or action that arises from an alleged violation of the foregoing,Agency's installation obligations,or otherwise
from Agency 's use of the Services,Flock Hardware,Agency Hardware and any Embedded Software,including any
claim that such actions violate any applicable law or third party right. Although Flock has no obligation to monitor
Agency 's use of the Services,Flock may do so and may prohibit any use of the Services it believes may be(or
alleged to be)in violation of the foregoing.
4.CONFIDENTIALITY;AGENCY DATA
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4.1 Confidentiality.This provision is subject to any obligations under 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 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 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,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 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. Agency
hereby expressly grants Flock a non-exclusive,worldwide,perpetual,royalty-free right and 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.Agency and Non-Agency End User Data.As between Flock and Agency,all right,title and
interest in the Agency Data and Non-Agency End User Data,belong to and are retained solely by Agency. Agency
hereby grants to Flock a limited,non-exclusive,royalty-free,worldwide license to use the Agency Data and Non-
Agency End User Data and perform all acts with respect to the Agency Data and Non-Agency End User Data as
may be necessary for Flock to provide the Flock Services to Agency,including without limitation the Support
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Services set forth in Section 2.9 above,and a non-exclusive,perpetual,irrevocable,worldwide,royalty-free, fully
paid license to use,reproduce,modify and distribute the Agency Data and Non-Agency End User Data as a part of
the Aggregated Data(as defined in Section 4.4 below). As between Flock and Agency,Agency is solely responsible
for the accuracy,quality,integrity,legality,reliability,and appropriateness of all Agency Data and Non-Agency End
User Data. As between Agency and Non-Agency End Users that have prescribed access of Footage to Agency,each
of Agency and Non-Agency End Users will share all right,title and interest in the Non-Agency End User Data.This
Agreement does not by itself make any Non-Agency End User Data the sole property or the Proprietary Information
of Agency.Flock will automatically delete Footage older than thirty(30)days. Agency has a thirty(30)day
window to view,save and/or transmit Footage to the relevant government agency prior to its deletion.
4.3 Feedback.If Agency provides any suggestions,ideas,enhancement requests,feedback,recommendations or
other information relating to the subject matter hereunder,Agency hereby assigns(and will cause its agents and
representatives to assign)to Flock all right,title and interest(including intellectual property rights)with respect to or
resulting from any of the foregoing.
4.4 Aggregated Data.Notwithstanding anything in this Agreement to the contrary,Flock shall have the right to
collect and analyze data that does not refer to or identify Agency or any individuals or de-identifies such data and
other information relating to the provision,use and performance of various aspects of the Services and related
systems and technologies(including,without limitation,information concerning Agency Data and data derived
therefrom). 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 anonymized and/or
aggregated data based on Agency Data and Non-Agency End User Data input into the Services(the"Aggregated
Data"). Agency hereby grants Flock a non-exclusive,worldwide,perpetual,royalty-free right and license(during
and after the Service Term hereof)to(i)use and distribute such Aggregated Data to improve and enhance the
Services and for other marketing,development,diagnostic and corrective purposes,other Flock offerings,and crime
prevention efforts,and(ii)disclose the Agency Data and Non-Agency End User Data(both inclusive of any
Footage)to enable law enforcement monitoring against law enforcement hotlists as well as provide Footage search
access to law enforcement for investigative purposes only. No rights or licenses are granted except as expressly set
forth herein.
5.PAYMENT OF FEES
5.1a Wing Fees.For Wing products,the Agency will pay Flock the first Usage Fee and the Implementation Fee(as
described on the Order Form,together the "Initial Fees")as set forth on the Order Form 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.
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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 Form,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 commencement of 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`h 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 Renewal
Term,as defined below,Agency shall pay the entire invoice on or before the 30th 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 Term or any Renewal Term,upon sixty(60)days'notice prior to the end of such
Initial Term or Renewal Term(as applicable)to Agency(which may be sent by email). If Agency believes that
Flock has billed Agency incorrectly,Agency must contact Flock no later than sixty(60)days after the closing date
on the first billing statement in which the error or problem appeared,in order to receive an adjustment or credit.
Inquiries should be directed to Flock's 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 billing error.
5.3 Invoicing,Late Fees;Taxes.Flock may choose to bill through an invoice,in which case,full payment for
invoices issued in any given month must be received by Flock thirty(30)days after the mailing date of the invoice.
Unpaid amounts are subject to a finance charge of 1.5%per month on any outstanding balance,or the maximum
permitted by law,whichever is lower,plus all expenses of collection,and may result in immediate termination of
Service. Agency shall be responsible for all taxes associated with Services other than U.S.taxes based on Flock's
net income.
6.TERM AND TERMINATION
6.la Wing Term.Subject to earlier termination as provided below,the initial term of this Agreement shall be for the
period of time set forth on the Order Form(the"Initial Term"). The Term shall commence upon execution of this
Agreement.Following the Initial 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",and together with the Initial Term,the"Service Term")unless either party gives
the other party notice of non-renewal at least thirty(30)days prior to the end of the then-current term.
6.1b Falcon Term. Subject to earlier termination as provided below,the initial term of this Agreement shall be for
the period of time set forth on the Order Form(the"Initial Term").The Term shall commence upon first installation
and validation of a Unit.Following the Initial Term, unless otherwise indicated on the Order Form, this Agreement
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will automatically renew for successive renewal terms for the length set forth on the Order Form(each,a"Renewal
Term",and together with the Initial Term,the"Service Term")unless either party gives the other party notice of
non-renewal at least thirty(30)days prior to the end of the then-current term.
6.2 Termination for Convenience.At any time during the agreed upon Term,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-time fee of$500 per Falcon Camera(Flock Hardware).Upon termination for convenience,a refund will be
provided for Falcon Cameras,prorated for any fees for the remaining Term 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 unbilled 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.
6.3 Termination.In the event of any material breach of this Agreement,the non-breaching party may terminate this
Agreement prior to the end of the Service Term by giving thirty(30)days prior written notice to the breaching party;
provided,however,that this Agreement will not terminate if the breaching party has cured the breach prior to the
expiration of such thirty(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.
6.5 No-Fee Term.For the Term of this Agreement,Flock will provide Agency with complimentary 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 Term 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 thirty(30)days'notice.Agency may terminate any No-
Fee Term or access to future No-Fee Terms upon thirty(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),5.4,6.5,7.4, 8.1,8.2,8.3,8.4,9.1 and 10.5.
7.REMEDY;WARRANTY AND DISCLAIMER
7.1 Remedy.Upon a malfunction or failure of Flock Hardware or Embedded Software(a"Defect"),Agency must
first make commercially reasonable efforts to address the problem by contacting Flock's technical support as
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described in Section 2.9 above. If such efforts do not 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 Unit provided that such inspection and test shall occur within seventy-
two(72)hours after Agency notifies the Flock of a 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,Flock agrees to 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 functionality nor shall the
Usage Fee or Implementation Fees owed be impacted. Flock is under no obligation to replace or repair Agency
Hardware.
7.2 Exclusions.Flock will not provide the remedy described in Section 7.1 above if any of the following exclusions
apply: (a)misuse of the Flock Hardware,Agency Hardware or Embedded Software in any manner,including
operation of the Flock Hardware,Agency Hardware or Embedded Software in any way that does not strictly comply
with any applicable specifications,documentation,or other restrictions on use provided by Flock or the Agency
Hardware manufacturer;(b)damage,alteration,or modification of the Agency Hardware,Flock Hardware or
Embedded Software in any way which would cause Agency Hardware,Flock Hardware or Embedded Software to
malfunction;or(c)combination of the Agency Hardware or Embedded Software with software,Agency Hardware
or other technology that was not expressly authorized by Flock.
7.3 Warranty.Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the
Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation
Services in a professional and workmanlike manner.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-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. 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"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
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EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 10.6,OR IF
NO STATE IS MENTIONED IN SECTION 10.6,BY THE LAW OF THE STATE OF GEORGIA.
7.5 Insurance.
7.5 Automobile Liability Insurance. Before this Contract is fully executed by the parties,Flock shall provide
Agency with a certificate of insurance,or copy of the policy declarations page,as proof of automobile liability
insurance with a minimum liability limit of$1,000,000.00 per occurrence combined single limit bodily injury and
property damage. If Flock carries higher coverage limits,such limits shall be shown on the Certificate of Insurance
and Endorsements. The certificate or declaration page shall clearly state who the provider is,the coverage amount,
the policy number,and when the policy and provisions provided are in effect. Said policy shall be in effect for the
duration of this Contract. The insurance shall be with an insurance company or companies rated A-VII or higher in
Best's Guide and admitted in the State of Washington.
General Liability Insurance. Before this Contract is fully executed by the parties,Flock shall provide the Agency
with a certificate of insurance as evidence of General Liability Insurance with coverage of at least$1,000,000.00 per
occurrence and an annual aggregate limit of at least$1,000,000.00. The certificate shall clearly state who the
provider is,the amount of coverage,the policy number,and when the policy and provisions provided are in effect.
The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide. If the policy
is on a claims made basis,the retroactive date of the insurance policy shall be on or before the inception date of the
Contract. The insurance coverage shall remain in effect during the term of this Contract and for a minimum of three
years following the termination of this Contract.
7.6 Force Majeure.Flock Safety is not responsible nor liable for any delays or failures in performance from any
cause beyond its 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,weather conditions or acts of hackers,internet service providers or any other third party or acts or
omissions of Agency or any Authorized End User.
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),
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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. IN THE EVENT OF AN EMERGENCY,
AGENCY SHOULD CONTACT 911 AND SHOULD NOT RELY ON THE SERVICES.THIS LIMITATION OF
LIABILITY OF SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF
THE STATE MENTIONED IN SECTION 10.6,OR IF NO STATE IS MENTIONED IN SECTION 10.6,BY THE
LAW OF THE STATE OF GEORGIA.
8.2 Additional No-Fee Term Requirements. IN NO EVENT SHALL FLOCK'S AGGREGATE LIABILITY,IF
ANY,ARISING OUT OF OR IN ANY WAY RELATED TO THE 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. Except for
Flock's willful acts,Agency agrees to pay for Flock's attorneys'fees to defend Flock for any alleged or actual
claims arising out of or in any way related to the No-Fee Term.
8.3 Responsibility.Each Party to this Agreement shall assume the responsibility and liability for the acts and
omissions of its own employees,deputies,officers,or agents,in connection with the performance of their official
duties under this Agreement.Each Party to this Agreement shall be liable(if at all)only for the torts of its own
officers,agents,or employees that occur within the scope of their official duties.Agency will not pursue any claims
or actions against Flock's suppliers.
8.4 Indemnity.Agency hereby agrees to indemnify and hold harmless Flock against any damages,losses,liabilities,
settlements and expenses(including without limitation costs and attorneys' fees)in connection with any claim or
action that arises from an alleged violation of Section 3.2,a breach of this Agreement,Agency's Installation
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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
Software,including any claim that such actions violate any applicable law or third party right. Although Flock has
no obligation to monitor Agency's use of the Services,Flock may do so and may prohibit any use of the Services it
believes may be(or alleged to be)in violation of Section 3.2 or this Agreement. Flock agrees to protect,defend,
indemnify,and hold harmless the City,its elected officials,officers,employees and agents from any and all claims,
demands,losses,liens,liabilities,penalties,fines,lawsuits,and other proceedings and all judgments,awards,costs
and expenses(including reasonable attorneys'fees and disbursements),resulting from negligent acts and/or
omissions or willful misconduct of the Flock or its agents arising out of the performance of this Contract.
9.RECORD RETENTION
9.1 Data Preservation.The Agency agrees to store Agency Data and Non-Agency End User Data in compliance
with all applicable local,state and federal laws,regulations,policies and ordinances and their associated record
retention schedules.As part of Agency's consideration for paid access and no-fee access to the Flock System,to the
extent that Flock is required by local,state or federal law to store the Agency Data or the Non-Agency End User
Data,Agency agrees to preserve and securely store this data on Flock's behalf so that Flock can delete the data from
its servers and,should Flock be legally compelled by judicial or government order,Flock may retrieve the data from
Agency upon demand.
10.MISCELLANEOUS
10.1 Severability.If any provision of this Agreement is found to be unenforceable or invalid,that provision will be
limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and
effect and enforceable.
10.2 Assignment.This Agreement is not assignable,transferable or sublicensable by either party with the prior
written consent of the other party,which shall not be unreasonably withheld.
10.3 Entire Agreement.This Agreement,together with the Order Form(s),the then-current Reinstall Policy
(https://www.flocksafety.com/reinstall-fee-schedule),and Deployment Plan(s),are the complete and exclusive
statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral
agreements,communications and other understandings relating to the subject matter of this Agreement,and that all
waivers and modifications must be in a writing signed by both parties,except as otherwise provided herein. None of
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Agency's purchase orders,authorizations or similar documents will alter the terms of this Agreement,and any such
conflicting terms are expressly rejected.
10.4 Relationship.No agency,partnership,joint venture,or employment is created as a result of this Agreement
and Agency does not have any authority of any kind to bind Flock in any respect whatsoever.
10.5 Costs and Attorneys' Fees.In any action or proceeding to enforce rights under this Agreement,the prevailing
party will be entitled to recover costs and attorneys' fees.
10.6 Governing Law;Venue.This Agreement shall be governed by the laws of the State of Washington without
regard to its conflict of laws provisions. To the extent that the arbitration language below does not apply,the federal
and state courts sitting in the State of Washington will have proper and exclusive jurisdiction and venue with respect
to any disputes arising from or related to the subject matter of this Agreement. The parties agree that the United
Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement. Any dispute
arising out of,in connection with,or in relation to this agreement or the making of validity thereof or its
interpretation or any breach thereof shall be determined and settled by arbitration in Yakima County by a sole
arbitrator pursuant to the rules and regulations then obtaining of the American Arbitration Association and any
award rendered therein shall be final and conclusive upon the parties,and a judgment thereon may be entered in the
highest court of the forum,state or federal,having jurisdiction.The service of any notice,process,motion or other
document in connection with an arbitration award under this agreement or for the enforcement of an arbitration
award hereunder may be effectuated by either personal service or by certified or registered mail to the respective
addresses provided herein.
10.7 Publicity.
a. Trademarks;Outreach Materials.Any educational,marketing,outreach or online materials created or
provided by Flock related to the Project,including templates,(collectively,"Outreach Materials"),may display the
name and logo of the City of Yakima.Each use shall be approved prior to dissemination by Flock. Each Party
retains ownership of its respective trademarks, logos and other identifying information,with the goodwill from any
use inuring to the owner's benefit. Except for the City of Yakima trademarks,service marks,logos,and other
identifying information contained in Outreach Materials,Flock will own the Outreach Materials.
b. Required phrasing on Outreach Materials. All Outreach Materials that include the City logo or identifying
information must contain the following statement:
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"The City of Yakima does not endorse the services offered herein,and is not partnered or otherwise involved with
the services Flock advertises herein or would provide to you as part of its program. Any questions,comments or
concerns should be addressed through Flock. The City of Yakima is not advocating or suggesting that you purchase
any product,program or service through Flock."
c. Revocation of Permission to Use Logo. The City shall have the right to revoke permission to use the City
logo at any time. The City shall provide notice,in writing,to Flock that the right to use the City logo has been
revoked and the effective date of revocation(revocation can be effectively immediately). Flock shall immediately
cease and desist distribution of all materials containing the City's logo on the effective date of the revocation,and
shall destroy all copies of Outreach Materials still in their possession that contain the City logo.
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
Control,or any other United States or foreign agency or authority. As defined in FAR section 2.101,the Services,
the Hardware,the Embedded Software and Documentation are"commercial items"and according to DFAR section
252.2277014(a)(1)and(5)are deemed to be"commercial computer software"and"commercial computer software
documentation."Consistent with DFAR section 227.7202 and FAR section 12.212,any use,modification,
reproduction,release,performance,display,or disclosure of such commercial software or commercial software
documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be
prohibited except to the extent expressly permitted by the terms of this Agreement.
10.9 Headings.The headings are merely for organization and should not be construed as adding meaning to the
Agreement or interpreting the associated Sections.
10.10 Counterparts.This Agreement may be executed in two or more counterparts,each of which shall be deemed
an original,but all of which together shall constitute one and the same instrument.
10.11 Authority.Each of the below signers of this Agreement represent that they understand this Agreement and
have the authority to sign on behalf of and bind the organizations and individuals they are representing.
10.12 Notices.All notices under this Agreement will be in writing and will be deemed to have been duly given
when received,if personally delivered;when receipt is electronically confirmed,if transmitted by facsimile or e-
mail;the day after it is sent,if sent for next day delivery by recognized overnight delivery service; and upon receipt,
if sent by certified or registered mail,return receipt requested.
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fl'ock safety
Let's defeat crime together.m
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CUSTOMER IMPLEMENTATION GUIDE
LAW ENFORCEMENT
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•
fl'ock safety
TABLE OF CONTENTS
3. Implementation Timeline
4. Implementation Team
6. Things to Consider when Picking Locations
7. Customer Responsibilities: AC-Powered Cams
8. Electrician Handout
Electrician Installation Steps
FAQs about AC-Powered Flock Cameras
11. Installation Service Brief
12. Permitting: Pre-Install Questionnaire
Timeline
Right of Way
AC Power vs. Solar
Traffic Control & Installation Methods
Paperwork & Required Forms
Contacts
14. *Fee Schedule
15. Help Center
16. Customer Support
0 CUSTOMER IMPLEMENTATION GUIDE 2
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flock safety
IMPLEMENTATION TIMELINE
This timeline provides general guidance and understanding of your installation process. While
we typically complete installations 6-8 weeks after locations have been finalized, delays can
occur as noted in the timeline below:
CONFIRM CAMERA LOCATIONS WITH YOUR SALES REPRESENTATIVE
REVIEW Flock: Your Sales representative will present several viable options for camera locations
LOCATION Customer: Review Deployment Plan &approve
camera locations
Please Note: If Public Works is required to move forward, please obtain approval.
PREPARE FOR FINALIZED CAMERA LOCATIONS
FINALIZE Flock: Confirm Deployment Plan and signed agreement. Flock will move forward with next
LOCATION steps for locations that don't need permits (minimum 10 locations needed to move forward
with partial installation)
Customer: Prepare the below items, as needed
• If permits are required, begin application process
• If cameras will be AC-powered, hire an electrician/street department
CONDUCT ON-SITE SURVEY& PLACE FLAGS:
STEP 1 Flock: Flock technician conducts site survey to(1)evaluate solar or power access, (2)
check line of sight to the road, and (3)evaluate cellular service in the area.When the
technician deems the locations suitable, s/he will place a white flag at each spot.
Please Note: If the initially determined locations don't meet Flock standards, we will
evaluate a new location, obtain customer approval, and redo a site survey. This may push
timeline for installation.
CALL 811
STEP 2 Flock: Flock Safety will coordinate with Call 811 to mark each camera location for
underground utilities within a 10-foot radius.
Please Note: Ca11811 is a government service, so turnaround times may vary and is
outside of Flock control.
SCHEDULE INSTALLATION
STEP 3 Flock: Flock will (1) ship any site specific materials that the technician does not have
locally(2)schedule the installation date.
INSTALL&VALIDATE CAMERAS
STEP 4 Flock: After installation, your Customer Success Manager will confirm that cameras are
capturing footage well and functioning properly. They will then give you full access to the
system along with helpful training resources.
FINALIZE ANY INSTALLATION NEEDS
Flock: While we typically complete installations within 4 weeks of finalizing locations, delays
ONGOING may occur due to external factors. In these instances, we will continue to work through this
AS process until your cameras are fully installed and operational.
0 CUSTOMER IMPLEMENTATION GUIDE 2
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ftock safety
IMPLEMENTATION TEAM
FLOCK TEAM HOW WILL THEY SUPPORT YOU
Your Customer Success Manager is your strategic
_,- partner for your lifetime as a Flock customer.
1 They will be your guide through the installation
oil
" . Ille_` process. After install, they will help you understand
how best to leverage the Flock Safety tool to solve
crime. You should reach out to them when you want
to discuss:
• Training
• Benefits of features
Customer Success • Best practices for getting relevant data
Manager • Opportunities to expand the security
network in your area
• Feedback on your partnership with Flock
The Flock Safety Support team is committed to
/" Th answering all your day-to-day questions as quickly as
possible. To get in touch with support, simply email
support@flocksafety.com. Support can help you:
V • Request camera maintenance
•Troubleshoot online platform
• Contract/ Billing questions
• Update account information
• Camera Sharing questions
• Quick "How to" questions in your
Flock Safety Support Flock Account
Your Product Implementation Specialist is your
41111r,* technical product expert.
They will help translate your goal for using Flock
Safety cameras into a technical plan that can be
,,. executed and enable you to solve crime. Your
specialist will work with you to:
. • Review the cameras in your deployment
•Ensure that the deployment plan is set up for
success from a technological standpoint in
addition to meeting your goals for the product
Product Implementation •If any of your locations require permits,
Specialist a member of the Product Implementation
team will assist you in packaging your
application(s).
0 CUSTOMER IMPLEMENTATION GUIDE 4
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frock safety
IMPLEMENTATION TEAM
The Field Operations team is responsible for the
physical installation and maintenance of cameras
and associated equipment provided by Flock. This
includes a large team of technicians, schedulers, and
i� many others involved in ensuring the delivery of your
product.
"41
They take the technical plan you finalized with
• Product Implementation and work closely with other
? ) teams at Flock to make sure that your cameras
are installed quickly and safely, and in a way that
maximizes the opportunity to solve crime at a
specific location.
Field Operations Team
*Note*: For all Installation questions or concerns,
please always direct them to your Customer Success
Manager and not to the technician.
Please Note: On some occasions, third parties outside of Flock
Safety may be (or need to be) involved in your implementation.
OUTSIDE PARTY WHEN THEY MAY BE INVOLVED
If your Flock cameras need to be AC powered,
Electrician/Street you (customer) are responsible for providing an
Department electrician to ensure power connectivity
Public Works (LE) To weigh in on use of public Right of Ways or property
Department of
Transportation (DOT), City, If installation in your area requires permitting
or County Agencies
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THINGS TO CONSIDER WHEN
PICKING LOCATIONS
Falcon Cameras
• Use Cases
- Flock LPRs are designed to capture images of rear license plates, aimed in the
direction of traffic.
- Flock LPRs are not designed to capture pedestrians, sidewalks, dumpsters,
gates, other areas of non- vehicle traffic, intersections
• Placement
-They capture vehicles driving away from an intersection.
-They cannot point into the middle of an intersection.
- They should be placed after the intersection, to prevent stop and go motion
activation, or "stop and go" traffic.
•Mounting
- They can be mounted on existing utility, light, or traffic signal poles, or 12
foot Flock poles. **NOTE** Permitting (or permission from pole owner) may be
required in order to use existing infrastructure or install in specific areas,
depending on local regulations & policies.
-They should be mounted one per pole*. If using AC power, they can be mounted 2 per
pole.
*Cameras need sufficient power. Since a solar panel is required per camera, it can prevent sufficient
solar power if 2 cameras and 2 solar panels were on a single pole (by blocking visibility). Therefore if
relying on solar power, only one camera can be installed per pole.
• They can be powered with solar panels or direct wire-in AC Power (no outlets) .
**NOTE** Flock does not provide Electrical services. The agency or community must
work with an electrician to wire the cameras once installed. Electrician services
should be completed within 2 days of installation to prevent the camera from
dying.
• They will require adequate cellular service using AT&T or T-Mobile to be able to process
& send images
• Any Flock equipment mounted over 14 feet or on a horizontal beam will require a
bucket truck. If mounting in this way:
• Flock will request use of a bucket truck through the customer or Public Works
• If a bucket truck is not available through the customer, Flock will have to procure
one.
**Note**This will lead to delays on install & any subsequent maintenance visits based on bucket truck
availability
• Flock will likely require traffic control assistance provided by customer to
install or provide maintenance with a bucket truck
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THINGS TO CONSIDER WHEN
Solar Panels
• Solar panels need unobstructed southern-facing views
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fI'ock safety
CUSTOMER RESPONSIBILITIES :
AC - POWERED CAMS
In the event your Flock cameras need to be AC-powered, the customer is responsible for acquiring an
electrician and ensuring they connect the camera to power. See steps 2 and 6 below.
ftock safety
l r.t s defeat crime toget+ie-.
Sti I k
Don't Let Access to
Solar Limit Your
Power Needs How to Get Started
with a Powered Install
The Flock Safety license
plate reading camera 1.Create a Deployment Plan
Work with Flock to select the best
system can leverage AC location(s)for your cameras and
power to help your power sources.
community solve crime no 2.Acquire an Electrical Ouote
matter the location. Contact an electrician to receive a
quote to run 120volt AC power to
r the camera.
3. Sign Flock Safety Agreement
Sign the Flock Safety purchase
order to begin the installation of
5. the cameras.
4. Conduct Site Survey
Flock will mark camera locations,
locate underground utilities and
mark if present.
Easy to Use Install
Power Kit 5. Install Camera
Flock will install the camera and AC
Work with Local Power kit at the specified camera
location.
Electricians
6.Connect Camera to Power
Efficient Ouote& Notify the electrician that the
Installation Process camera is ready for the power
connection installation.
frock safety , www.flocksatety.com I 866-901-1781
Visit flocksafety.com/power—install for the full plan, FAQs & to get started!
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ELECTRICIAN HANDOUT
Electrician Installation St , `?
1. Run AC cable and conduit to
the box according to NEC
Article 300 and any
applicable local codes. The "- —
gland accepts %z" conduit
2. 0pen the box using hinges
3. Connect AC Mains per
wiring diagram below:
a. Connect AC Neutral wire
to the Surge Protector
white Neutral wire
using the open position
on the lever nut.
b. Connect AC Line wire to
the Surge Protector
black Line wire using
the open position on
the lever nut. I
C. Connect AC Ground wire -►
to the Surge Protector
green ground wire using
the open position on
the lever nut.
4. Verify that both the RED LED
is lit on the front of the
box �. ...,,„
5. Close box and zip tie the
box shut with the provided ' "" 00
zip tie 451 4,
6. While still on site, call
Flock who will remotely
verify that power is
working correctly:
Southeast Region - (678) 562-8766
West-Region - (804) 607-9213
Central & NE Region - (470) 868-4027
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,
, .. ,
ELECTRICIAN HANDOUT
SURGE PROTECTOR AC-Di CONVE FITT f i.4.;,..,Vo RED f ANt- IC.11' (AVNAA
? l L.- ...- AC;
/20VAC 1 ,..
FROM LIGHT POLE ? NI
t.4
? a is
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flock safety
FAQS ABOUT AC- POWERED FLOCK
CAMERAS
What voltage is supported?
The AC kit is designed to work with 120VAC infrastructure by
default.A 240VAC version is available on request.
How much power does this consume?
Peak current draw is 1.5 A at 120VAC. Average power draw is ik
roughly 30W in high traffic conditions, but may be lower when
less vehicles are present. . =�-='` ,. _ `'
Who is responsible for contracting r rv;
I
The customer is responsible for contracting an electrician. We
can help answer questions, but the customer is responsible for identifying and contracting an electrician. —� #
•r
Who is responsible for maintenance? ' " , - _7
Flock will handle all maintenance related to the camera and
power equipment installed by Flock. However, any problems with
the electrical supply are the responsibility of the customer. The
AC junction box has two lights to indicate the presenceof �; • ' i' �'
power and make it easy for quick diagnosis if there is a problem '
related to the AC power source.
s
In the event the camera indicates to Flock that there is a power .; . #,
supply problem, Flock will notify the customer and request that
the customer verify the lights on the AC junction box. Ifthe
AC Source light is illuminated, Flock will send a technicianto
investigate. If the AC source light is not illuminated the customer
should check any GFCI's or breakers in the supply circuit or call ".
the electrician who installed the power supply.
How much does it cost?
Work required to bring AC power to each location will be different,
so exact pricing is not possible. The primary driverof cost is
the distance from AC power source to the intended camera
location.
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What information do I need to provide my electrician?
The Flock deployment plan and these work instructions should be sufficient to secure a quote. It will be helpful if you
know the location of existing power infrastructure before creating the deployment plan.
Can you plug into my existing power outlet?
The Flock AC power adapter does not use a standard outlet plug, but must be directly wired into the power mains. While
using outlet plugs may be convenient, they can easily be unplugged presenting a tampering risk to this critical safety
infrastructure. If an outlet is close to the camera, the electrician can route power directly to the camera with a direct
wire-in connection.
How long does this process typically take?
The installation process typically takes 6-8 weeks. In order to accelerate the process, be sure to have the electrician perform
his work shortly after the Flock technician finishes installing the camera.
What kind of electrician should I look for?
Any licensed electrician should be able to perform this work, though we have found that those who advertise
working with landscape lighting are most suited for this work.
What happens if the electrician damages the equipment?
The customer is responsible for contracting the electrician. Any liability associated with this work would be assumed by
the customer. If any future work is required at this site due to the electrical infrastructure or the work performed by the
electrician would be the responsibility of the customer.
When should the electrician perform his work?
Once Flock installs the camera,you will receive an email alert letting you know that this has been completed.After this, you
will need to schedule the electrician to route power to the pole.
What if my electrician has questions about Flock' s AC Kit?
You should share the AC-Power Kit Details packet with the electrician if they have
questions.
What if the AC power is on a timer?
Sometimes the AC power will be on a timer (like used for exterior lighting). Flock requires that the AC power
provided to the camera be constant. The source that the electrician uses must not be on a timing circuit.
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•
INSTALLATION SERVICE BRIEF
Below outlines the statement of work for your Flock Camera Installation:
WHAT IS COVERED BY FLOCK WHAT IS NOT COVERED BY FLOCK SPECIAL NOTE
Flock Cameras&Online Platform Traffic Control and any associated costs
Mounting Poles Electrician &ongoing electrical cost
AC Power Kit
(as needed) Engineering Drawings
Solar Panels Relocation Fees exc. changes during
(as needed) initial installation
Site Surveys and Contractor licensing fees
Call 811 Scheduling
Installation Labor Costs Permit application processing fees
Including, but not
Customer Support/Training Specialist mounting equipment limited to, *MASH
poles or adapters
Cellular Data Coverage Bucket trucks
Maintenance Fees Loss, theft, damage to Flock equipment
(review Fees Sheet for more details)
Data storage for 30 days Camera downtime due to power outage Only applicable for
AC-powered cameras
*MASH poles: Manual for Assessing Safety Hardware (MASH) presents uniform guidelines for crash testing
permanent and temporary highway safety features and recommends evaluation criteria to assess test results
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PERMITTING :
PRE — INSTALL QUESTIONNAIRE
1. Timeline
• In Flock Safety's experience, in-depth
permitting requirements can add 2+ months
to the installation timeline. Law
enforcement agencies and city governments
can work with their local Public Works or
Department of Transportation offices —
directly to help expedite the process.
When Flock Safety customers manage the
permitting processes, results tend to ft
11/
come more quickly.
• Is your agency able to own the
♦
permitting process with Flock Safety' s ss• („«
oft
��
assistance? r
•
2. Right of Way
111111
• Will any of the Flock Safety cameras be
installed on city, state or power company
owned poles or in city, county
, or state
Right of Way (RoW) ?
- What is the RoW buffer?
- Will additional permits or written
permission be required from third-
party entities (such as DOT, power
company, public works, etc) ?
• Will any cameras be installed on city-owned
traffic signal poles (vertical mass) ?
- If yes, please provide heights/photos
to determine if a bucket truck is •
needed for the installation.
Note: If height is greater than 15 feet tall, a
bucket truck is required.
3. AC Power vs . Solar
• If AC powered, is there a 120V power source
available, and is there access to an
electrician who can connect the existing wire
to the Flock Safety powered installation kit?
• If solar powered, consider the size of the SO
AP
solar panel and potential to impact ► + ,
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•
visibility of DOT signs/signals:
- Single Panel: 21 .25" x 14" x 2" (Length x Width x Depth)
- Double Panel: 21.25" x 28" x 2" (LxWxD)
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4. Traffic Control & Installation Methods
• If a bucket truck is required, this
typically necessitates a full lane to be
blocked in the direction of travel. Can _�`"'-
you provide a patrol car escort, or will
full traffic control be required?
- Note: If traffic control is required,
you may incur additional costs due to
city/state requirements; Fees will be
determined by quotes received.
• If full traffic control required (cones, arrowboar
- Will standard plans suffice, or are
custom plans needed? Custom plans can
double the cost, while standard plans
can be pulled from the Manual of
Uniform Traffic Control Devices
(MUTCD) .
- Will a non-sealed copy of the traffic
plan suffice? Or does the traffic plan
need to be sealed and/or submitted by
a professional engineer?
- Are there state-specific special
versions/variances that must be
followed?
• If a bucket truck is notrequired, the shoulder o.
should suffice and enable Flock Safety to proceed * l
without traffic control systems in place.
- Note: In some states (i.e.
California) , sidewalks may require
signage. If signage is mandatory, Will
your Public Works department be able to
assist?
5. Paperwork & Required Forms
• Flock Safety will need copies of
paperwork to complete prior to proceeding
(ex. business license applications,
encroachment permit applications) . We can
save critical time by gathering these
documents upfront. We appreciate your
assistance in procuring these.
6. Contacts
• If Flock Safety will need to interface
directly with the departments, please share
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the contact information of the following
departments:
- Permitting
- Public Works
-Traffic Department
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FEE SCHEDULING
*Fee Schedule
After a deployment plan with Designated Locations and equipment has been agreed upon by both
Flock and the Customer, any subsequent changes to the deployment plan ("Reinstalls") driven by a
Customer's request will incur a fee per the table below.
All fees are per reinstall or required visit (in the case that a reinstall is attempted but not completed)
and include labor and materials. If you have any questions, please email support@flocksafety.com.
*Below fee schedule is subject to change;
REINSTALL OR JOB TYPE REINSTALL FEE
Camera or pole relocation $150
Camera replacement as result of vandalism, theft, or third party damage $500
Pole replacement as a result of vandalism, theft, or third party damage $150
Pole upgrade $300
Angle Adjustment - Customer request $125
Installation of additional Flock Safety sign (including cost of sign) $100
Convert camera to use of electrical outlet(excluding cost of electrical work) $150
Other site visit/technician visit that does not result in a reinstall being required $150
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HELP CENTER
Our Help Center is filled with tons of resources to help you navigate through the online
platform. Below you will find some common questions and their relevant help article:
How do I search camera footage? How do I add a user?
How do I add a vehicle to my own Hot List?
How do I enable browser notifications for Hot List alerts? How do
I get text alerts for Hot List?
How do I request camera access from other nearby agencies?
How do I use the National Lookup to search for a plate?
(National Lookup - network of law enforcement agencies that
have opted to allow their Flock cameras to be used for
searches)
How do I reset my / another user' s password?
CUSTOMER SUPPORT
You can reach our customer support team anytime by emailing support@flocksafety.com.
They can help answer any "How-To" questions you may have.
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i
fit 4001111
111
(866) 901-1781 1 1170 Howell Mill Rd NW, Unit 210 , Atlanta, GA 30318 1
flocksafety.com
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ftock safety