HomeMy WebLinkAboutResolution 2024-58, Flock Camera ContractCity of East Wenatchee Resolution 2024-58 with Exhibit A Retain Resolution until no longer needed for City-business, then transfer to Washington State Archives (GS50-05A-16 Rev. 1) Page 1 of 2
City of East Wenatchee, Washington
Resolution No. 2024-58
A Resolution of the City of East Wenatchee, Washington authorizing the Mayor to execute a Contract between the City of East Wenatchee and Flock Group Inc. for Flock Group Inc. Camera Project.
1.Alternate format.
1.1. Para leer este documento en otro formato (español, Braille, leer en voz alta, etc.), póngase en contacto con la administrador municipal al alternateformat@eastwenatcheewa.gov, al (509) 884-9515 o al 711 (TTY).
1.2. To read this document in an alternate format (Spanish, Braille, read aloud, etc.), please contact the City Clerk at alternateformat@eastwenatcheewa.gov, at (509) 884-9515, or at 711 (TTY).
2.Authority.
2.1. RCW 35A.11.020 and RCW 35A.12.190 authorize the City Council to organize and regulate its internal affairs and to define the powers, functions and duties of its officers and employees.
THE CITY COUNCIL OF THE CITY OF EAST WENATCHEE DO RESOLVE AS FOLLOWS:
3.Authorization. The City Council authorizes the Mayor to execute aContract that conforms to the language set forth in Exhibit A.
4. Severability. If a court of competent jurisdiction declares anyprovision in this resolution to be contrary to law, such declarationshall not affect the validity of the other provisions of this Resolution.
5.City of East Wenatchee Effective date. This Resolution becomeseffective immediately.
City of East Wenatchee Resolution 2024-58 with Exhibit A Retain Resolution until no longer needed for City-business, then transfer to Washington State Archives (GS50-05A-16 Rev. 1) Page 2 of 2
Passed by the City Council of East Wenatchee, at a regular meeting thereof on this 17th day of September, 2024.
The City of East Wenatchee, Washington
By ________________________ Jerrilea Crawford, Mayor
Attest:
___________________________ Anna Laura Leon, City Clerk
Approved as to form only:
___________________________
City Attorney
Filed with the City Clerk: 09-12-2024 Passed by the City Council: 09-12-2024 Effective Date: 09-17-2024
Jerrilea Crawford (Sep 22, 2024 20:38 PDT)
Jerrilea Crawford
Master Services Agreement
This Master Services Agreement (this “Agreement”) is entered into by and between
Flock Group, Inc. with a place of business at 1170 Howell Mill Road NW Suite 210, Atlanta,
GA 30318 (“Flock”) and the entity identified in the signature block (“Customer”) (each a
“Party,” and together, the “Parties”). This Agreement is effective on the date of mutual
execution (“Effective Date”). Parties will sign an Order Form (“Order Form”) which will
describe the Flock Services to be performed and the period for performance, attached hereto as
Exhibit A.
RECITALS
WHEREAS, Flock offers a software and hardware situational awareness solution
through Flock’s technology platform that upon detection is capable of capturing audio, video,
image, and recording data and provide notifications to Customer (“Notifications”);
WHEREAS, Customer desires access to the Flock Services (defined below) on existing
devices, provided by Customer, or Flock provided Flock Hardware (as defined below) in order to
create, view, search and archive Footage and receive Notifications, via the Flock Services;
WHEREAS, Customer shall have access to the Footage in Flock Services. Pursuant to
Flock’s standard Retention Period (defined below) Flock deletes all Footage on a rolling thirty
(30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for
extracting, downloading and archiving Footage from the Flock Services on its own storage
devices; and
WHEREAS, Flock desires to provide Customer the Flock Services 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 and evidence gathering for law
enforcement purposes, (“Permitted Purpose”).
EXHIBIT A
1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-
referenced in this Section 1.
1.1 “Agreement” means the order form (to be provided as Exhibit A, “Order Form”), these terms
and conditions, and any document therein incorporated by reference in section 11.4.
1.2 “Anonymized Data” means Customer Data permanently stripped of identifying details and
any potential personally identifiable information, by commercially available standards which
irreversibly alters data in such a way that a data subject (i.e., individual person or entity) can no
longer be identified directly or indirectly.
1.3 “Authorized End User(s)” means any individual employees, agents, or contractors of
Customer accessing or using the Services, under the rights granted to Customer pursuant to this
Agreement.
1.4 “Customer Data” means the data, media, and content provided by Customer through the
Services. For the avoidance of doubt, the Customer Data will include the Footage.
1.5. “Customer Hardware” means the third-party camera owned or provided by Customer and
any other physical elements that interact with the Embedded Software and the Web Interface to
provide the Services.
1.6 “Effective Date” means the date this Agreement is mutually executed (valid and enforceable)
by both Parties.
1.7 “Embedded Software” means the Flock proprietary software and/or firmware integrated with
or installed on the Flock Hardware or Customer Hardware.
1.8 “Flock Hardware” means the Flock device(s), which may include the pole, clamps, solar
panel, installation components, and any other physical elements that interact with the Embedded
Software and the Web Interface, to provide the Flock Services as specifically set forth in the
applicable Order Form.
1.9 “Flock IP” means the Services, the Embedded Software, and any intellectual property or
proprietary information therein or otherwise provided to Customer and/or its Authorized End
Users. Flock IP does not include Footage (as defined below).
1.10 “Flock Services” means the provision of Flock’s software and hardware situational
awareness solution, via the Web Interface, for automatic license plate detection, alerts, audio
detection, searching image records, video and sharing Footage.
EXHIBIT A
1.11 “Footage” means still images, video, audio, and other data captured by the Flock Hardware
or Customer Hardware in the course of and provided via the Flock Services.
1.12 “Installation Services” means the services provided by Flock for installation of Flock
Services.
1.13 “Permitted Purpose” means for legitimate public safety and/or business purpose, including
but not limited to the awareness, prevention, and prosecution of crime; investigations; and
prevention of commercial harm, to the extent permitted by law.
1.14 “Retention Period” means the time period that the Customer Data is stored within the cloud
storage, as specified in the applicable Order Form. Flock deletes all Footage on a rolling thirty
(30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for
extracting, downloading and archiving Footage from the Flock Services on its own storage
devices.
1.15 “Term” means the date, unless otherwise stated in the Order Form, upon which the cameras
are validated by both Parties as operational.
1.16 “Web Interface” means the website(s) or application(s) through which Customer and its
Authorized End Users can access the Services.
EXHIBIT A
2. SERVICES AND SUPPORT
2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, non-transferable
right to access the features and functions of the Flock Services via the Web Interface during the
Term, solely for the Authorized End Users. The Footage will be available for Authorized End
Users to access and download via the Web Interface for the Retention Period. Authorized End
Users will be required to sign up for an account and select a password and username (“User
ID”). Customer shall be responsible for all acts and omissions of Authorized End Users.
Customer shall undertake reasonable efforts to make all Authorized End Users aware of all
applicable provisions of this Agreement and shall cause Authorized End Users to comply with
such provisions. Flock may use the services of one or more third parties to deliver any part of the
Flock Services, (such as using a third party to host the Web Interface for cloud storage or a cell
phone provider for wireless cellular coverage).
2.2 Embedded Software License. Flock grants Customer a limited, non-exclusive, non-
transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the
Embedded Software as it pertains to Flock Services, solely as necessary for Customer to use the
Flock Services.
2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health,
in order to improve performance and functionality. Flock will use commercially reasonable
efforts to respond to requests for support within seventy-two (72) hours. Flock will provide
Customer with reasonable technical and on-site support and maintenance services in-person, via
phone or by email at support@flocksafety.com (such services collectively referred to as
“Support Services”).
2.4 Updates to Platform. Flock may make any updates to system or platform that it deems
necessary or useful to (i) maintain or enhance the quality or delivery of Flock’s products or
services to its agencies, the competitive strength of, or market for, Flock’s products or services,
such platform or system’s cost efficiency or performance, or (ii) to comply with applicable law.
Parties understand that such updates are necessary from time to time and will not diminish the
quality of the services or materially change any terms or conditions within this Agreement.
2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of
the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any
third-party services required for Services are interrupted; (c) if Services are being used for
EXHIBIT A
malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the
Flock IP by a third party; or (e) scheduled or emergency maintenance (“Service Interruption”).
Flock will make commercially reasonable efforts to provide written notice of any Service
Interruption to Customer, to provide updates, and to resume providing access to Flock Services
as soon as reasonably possible after the event giving rise to the Service Interruption is cured.
Flock will have no liability for any damage, liabilities, losses (including any loss of data or
profits), or any other consequences that Customer or any Authorized End User may incur as a
result of a Service Interruption. To the extent that the Service Interruption is not caused by
Customer’s direct actions or by the actions of parties associated with the Customer, the time will
be tolled by the duration of the Service Interruption (for any continuous suspension lasting at
least one full day). For example, in the event of a Service Interruption lasting five (5) continuous
days, Customer will receive a credit for five (5) free days at the end of the Term.
2.6 Service Suspension. Flock may temporarily suspend Customer’s and any Authorized End
User’s access to any portion or all of the Flock IP or Flock Service if (a) there is a threat or
attack on any of the Flock IP by Customer; (b) Customer’s or any Authorized End User’s use of
the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of
Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or
illegal activities; (d) Customer has violated any term of this provision, including, but not limited
to, utilizing Flock Services for anything other than the Permitted Purpose; or (e) any
unauthorized access to Flock Services through Customer’s account (“Service Suspension”).
Customer shall not be entitled to any remedy for the Service Suspension period, including any
reimbursement, tolling, or credit. If the Service Suspension was not caused by Customer, the
Term will be tolled by the duration of the Service Suspension.
2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other
hazardous conditions, including, without limit, asbestos, lead, or 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.
3. CUSTOMER OBLIGATIONS
EXHIBIT A
3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a
User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated
registration information. Authorized End Users may not select as their User ID, a name that they
do not have the right to use, or any other name with the intent of impersonation. Customer and
Authorized End Users may not transfer their account to anyone else without prior written
permission of Flock. Authorized End Users shall not share their account username or password
information and must protect the security of the username and password. Unless otherwise stated
and defined in this Agreement, Customer shall not designate Authorized End Users for persons
who are not officers, employees, or agents of Customer. Authorized End Users shall only use
Customer-issued email addresses for the creation of their User ID. Customer is responsible for
any Authorized End User activity associated with its account. Customer shall ensure that
Customer provides Flock with up-to-date contact information at all times during the Term of this
agreement. Customer shall be responsible for obtaining and maintaining any equipment and
ancillary services needed to connect to, access or otherwise use the Flock Services (e.g., laptops,
internet connection, mobile devices, etc.). Customer shall (at its own expense) provide Flock
with reasonable access and use of Customer facilities and Customer personnel in order to enable
Flock to perform Services (such obligations of Customer are collectively defined as “Customer
Obligations”).
3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants
that Customer shall use Flock Services only in compliance with this Agreement and all
applicable laws and regulations, including but not limited to any laws relating to the recording or
sharing of data, video, photo, or audio content.
4. DATA USE AND LICENSING
4.1 Customer Data. As between Flock and Customer, all right, title and interest in the Customer
Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited,
non-exclusive, royalty-free, irrevocable, worldwide license to use the Customer Data and
perform all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock
does not own and shall not sell Customer Data.
4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post,
upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages,
text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information,
EXHIBIT A
content, ratings, reviews, data, questions, suggestions, or other information or materials produced
by Customer (“Customer Generated Data”). Customer shall retain whatever legally cognizable
right, title, and interest in Customer Generated Data. Customer understands and acknowledges
that Flock has no obligation to monitor or enforce Customer’s intellectual property rights of
Customer Generated Data. Customer grants Flock a non-exclusive, irrevocable, worldwide,
royalty-free, license to use the Customer Generated Data for the purpose of providing Flock
Services. Flock does not own and shall not sell Customer Generated Data.
4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer
Data and Customer Generated Data to the extent such anonymization renders the data non-
identifiable to create Anonymized Data to use and perform the Services and related systems and
technologies, including the training of machine learning algorithms. Customer hereby grants
Flock a non-exclusive, worldwide, perpetual, royalty-free right to use and distribute such
Anonymized Data to improve and enhance the Services and for other development, diagnostic
and corrective purposes, and other Flock offerings. Parties understand that the aforementioned
license is required for continuity of Services. Flock does not own and shall not sell Anonymized
Data.
5. CONFIDENTIALITY; DISCLOSURES
5.1 Confidentiality. To the extent required by any applicable public records requests, each Party
(the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed
or may disclose business, technical or financial information relating to the Disclosing Party’s
business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).
Proprietary Information of Flock includes non-public information regarding features,
functionality and performance of the Services. Proprietary Information of Customer includes
non-public data provided by Customer to Flock or collected by Flock via Flock Services, which
includes but is not limited to geolocation information and environmental data collected by
sensors. The Receiving Party agrees: (i) to take the same security precautions to protect against
disclosure or unauthorized use of such Proprietary Information that the Party takes with its own
proprietary information, but in no event less than commercially reasonable precautions, and (ii)
not to use (except in performance of the Services or as otherwise permitted herein) or divulge to
any third person any such Proprietary Information. The Disclosing Party agrees that the
EXHIBIT A
foregoing shall not apply with respect to any information that the Receiving Party can document
(a) is or becomes generally available to the public; or (b) was in its possession or known by it
prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction
by a third party; or (d) was independently developed without use of any Proprietary Information
of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from
disclosing the Proprietary Information pursuant to any judicial or governmental order, provided
that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to
contest such order. At the termination of this Agreement, all Proprietary Information will be
returned to the Disclosing Party, destroyed or erased (if recorded on an erasable storage
medium), together with any copies thereof, when no longer needed for the purposes above, or
upon request from the Disclosing Party, and in any case upon termination of the Agreement.
Notwithstanding any termination, all confidentiality obligations of Proprietary Information that
is trade secret shall continue in perpetuity or until such information is no longer trade secret.
5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in
and to the Flock IP and its components, and Customer acknowledges that it neither owns nor
acquires any additional rights in and to the foregoing not expressly granted by this Agreement.
Customer further acknowledges that Flock retains the right to use the foregoing for any purpose
in Flock’s sole discretion. Customer and Authorized End Users shall not: (i) copy or duplicate
any of the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain
or perceive the source code from which any software component of any of the Flock IP is
compiled or interpreted, or apply any other process or procedure to derive the source code of any
software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the
Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or
attempt to interfere in any manner with the functionality or proper working of any of the Flock
IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right
appearing on or contained within the Flock Services or Flock IP; (vi) use the Flock Services for
anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or
otherwise transfer, convey, pledge as security, or otherwise encumber, Customer’s rights. There
are no implied rights.
5.3 Disclosure of Footage. Subject to and during the Retention Period, Flock may access, use,
preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or
EXHIBIT A
third parties, if legally required to do so or if Flock has a good faith belief that such access, use,
preservation or disclosure is reasonably necessary to comply with a legal process, enforce this
Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or
emergency situations.
6. PAYMENT OF FEES
6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order
Form based on the billing structure and payment terms as indicated in the Order Form. To the
extent the Order Form is silent, Customer shall pay all invoices net thirty (30) days from the date
of receipt. If Customer believes that Flock has billed Customer incorrectly, Customer must
contact Flock no later than thirty (30) days after the closing date on the first invoice in which the
error or problem appeared to receive an adjustment or credit. Customer acknowledges and agrees
that a failure to contact Flock within this period will serve as a waiver of any claim. If any
undisputed fee is more than thirty (30) days overdue, Flock may, without limiting its other rights
and remedies, suspend delivery of its service until such undisputed invoice is paid in full. Flock
shall provide at least thirty (30) days’ prior written notice to Customer of the payment
delinquency before exercising any suspension right.
6.2 Notice of Changes to Fees. In the event of any changes to fees, Flock shall provide
Customer with sixty (60) days’ notice (email sufficient) prior to the end of the Initial Term or
Renewal Term (as applicable). Any such changes to fees shall only impact subsequent Renewal
Terms.
6.3 Taxes. To the extent Customer is not a tax exempt entity, Customer is responsible for all
taxes, levies, or duties, excluding only taxes based on Flock’s net income, imposed by taxing
authorities associated with the order. If Flock has the legal obligation to pay or collect taxes,
including amount subsequently assessed by a taxing authority, for which Customer is
responsible, the appropriate amount shall be invoice to and paid by Customer unless Customer
provides Flock a legally sufficient tax exemption certificate and Flock shall not charge Customer
any taxes from which it is exempt. If any deduction or withholding is required by law, Customer
shall notify Flock and shall pay Flock any additional amounts necessary to ensure that the net
amount that Flock receives, after any deduction and withholding, equals the amount Flock would
have received if no deduction or withholding had been required.
EXHIBIT A
7. TERM AND TERMINATION
7.1 Term. The initial term of this Agreement shall be for the period of time set forth on the
Order Form (the “Term”). Unless otherwise indicated on the Order Form, the Term shall
commence upon first installation of Flock Hardware, as applicable. Following the Term, unless
otherwise indicated on the Order Form, this Agreement will automatically renew for successive
renewal terms of the greater of one year or the length set forth on the Order Form (each, a
“Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty
(30) days prior to the end of the then-current term.
7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any
applicable Flock Hardware at a commercially reasonable time period. In the event of any
material breach of this Agreement, the non-breaching Party may terminate this Agreement prior
to the end of the Term by giving thirty (30) days prior written notice to the breaching Party;
provided, however, that this Agreement will not terminate if the breaching Party has cured the
breach prior to the expiration of such thirty (30) day period (“Cure Period”). Either Party may
terminate this Agreement (i) upon the institution by or against the other Party of insolvency,
receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the
benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business. In the
event of a material breach by Flock, and Flock is unable to cure within the Cure Period, Flock
will refund Customer a pro-rata portion of the pre-paid fees for Services not received due to such
termination.
7.3 Survival. The following Sections will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 11.1 and
11.6.
EXHIBIT A
8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER
8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded
Software (a “Defect”), Customer must notify Flock’s technical support team. In the event of a
Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective
Flock Hardware at no additional cost to the Customer. Flock reserves the right, in its sole
discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or
testing within a commercially reasonable time, but no longer than seven (7) business days after
Customer gives notice to Flock.
8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may
request a replacement of Flock Hardware at a fee according to the reinstall fee schedule
(https://www.flocksafety.com/reinstall-fee-schedule). In the event that Customer chooses not to
replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that Flock is
not liable for any resulting impact to Flock service, nor shall Customer receive a refund for the
lost, damaged, or stolen Flock Hardware.
8.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to
maintain the Services in a manner which minimizes errors and interruptions in the Services and
shall perform the Installation Services in a professional and workmanlike manner. Services may
be temporarily unavailable for scheduled maintenance or for unscheduled emergency
maintenance, either by Flock or by third-party providers, or because of other causes beyond
Flock’s reasonable control, but Flock shall use reasonable efforts to provide advance notice in
writing or by e-mail of any scheduled service disruption.
8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER’S
SOLE REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTS.
FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR
ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT
MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET
FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND FLOCK
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
EXHIBIT A
PARTICULAR PURPOSE. THIS DISCLAIMER ONLY APPLIES TO THE EXTENT
ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 11.6.
8.5 Insurance. Flock will maintain commercial general liability policies as stated in Exhibit B.
8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in
performance from any cause beyond their control, including, but not limited to acts of God,
changes to law or regulations, embargoes, war, terrorist acts, pandemics (including the spread of
variants), issues of national security, acts or omissions of third-party technology providers, riots,
fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or
supplies, financial institution crisis, weather conditions or acts of hackers, internet service
providers or any other third party acts or omissions.
9. LIMITATION OF LIABILITY; INDEMNITY
9.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,
FLOCK, ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND
EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED
THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT
LIABILITY, OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR
BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA;
(C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
TECHNOLOGY; (D) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK’S ACTUAL
KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL
ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS
THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS,
EXCEED THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE
SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE
ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER
OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS LIMITATION OF LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT
ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN SECTION
EXHIBIT A
11.6. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING
LIMITATIONS OF LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) INDEMNIFICATION
OBLIGATIONS.
9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for
the acts and omissions of its own employees, officers, or agents, in connection with the
performance of their official duties under this Agreement. Each Party to this Agreement shall be
liable for the torts of its own officers, agents, or employees.
9.3 Flock Indemnity. Flock shall indemnify and hold harmless Customer, its agents and
employees, from liability of any kind, including claims, costs (including defense) and expenses,
on account of: (i) any copyrighted material, patented or unpatented invention, articles, device or
appliance manufactured or used in the performance of this Agreement; or (ii) any damage or
injury to property or person directly caused by Flock’s installation of Flock Hardware, except for
where such damage or injury was caused solely by the negligence of the Customer or its agents,
officers or employees. Flock’s performance of this indemnity obligation shall not exceed the fees
paid and/or payable for the services rendered under this Agreement in the preceding twelve (12)
months.
10. INSTALLATION SERVICES AND OBLIGATIONS
10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive
property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of this
Agreement, except as otherwise specifically set forth in this Agreement. Except as otherwise
expressly stated in this Agreement, Customer is not permitted to remove, reposition, re-install,
tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Customer
agrees and understands that in the event Customer is found to engage in any of the foregoing
restricted actions, all warranties herein shall be null and void, and this Agreement shall be
subject to immediate termination for material breach by Customer. Customer shall not perform
any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should
Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at
Flock’s discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock’s
EXHIBIT A
rights to any damages Flock may sustain as a result of Customer’s default and Flock shall have
the right to enforce any other legal remedy or right.
10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock
Hardware for optimal product functionality, as conditions and locations allow. Flock will
collaborate with Customer to design the strategic geographic mapping of the location(s) and
implementation of Flock Hardware to create a deployment plan (“Deployment Plan”). In the
event that Flock determines that Flock Hardware will not achieve optimal functionality at a
designated location, Flock shall have final discretion to veto a specific location, and will provide
alternative options to Customer.
10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent
requested changes to the Deployment Plan, including, but not limited to, relocating, re-
positioning, adjusting of the mounting, removing foliage, replacement, changes to heights of
poles will incur a fee according to the reinstall fee schedule located at
(https://www.flocksafety.com/reinstall-fee-schedule). Customer will receive prior notice and
confirm approval of any such fees.
10.4 Customer Installation Obligations. Customer is responsible for any applicable
supplementary cost as described in the Customer Implementation Guide, attached hereto as
Exhibit C. Customer represents and warrants that it has, or shall lawfully obtain, all necessary
right title and authority and hereby authorizes Flock to install the Flock Hardware at the
designated locations and to make any necessary inspections or maintenance in connection with
such installation.
10.5 Flock’s Obligations. Installation of any Flock Hardware shall be installed in a professional
manner within a commercially reasonable time from the Effective Date of this Agreement. Upon
removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary
wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for
the length of the Term. Flock may use a subcontractor or third party to perform certain
obligations under this Agreement, provided that Flock’s use of such subcontractor or third party
shall not release Flock from any duty or liability to fulfill Flock’s obligations under this
Agreement.
11. MISCELLANEOUS
EXHIBIT A
11.1 Compliance With Laws. Parties shall comply with all applicable local, state and federal
laws, regulations, policies and ordinances and their associated record retention schedules,
including responding to any subpoena request(s).
11.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid,
that provision will be limited or eliminated to the minimum extent necessary so that this
Agreement will otherwise remain in full force and effect.
11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either
Party, without prior consent. Notwithstanding the foregoing, either Party may assign this
Agreement, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or
(ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of
merger, consolidation or similar transaction.
11.4 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee
schedule (https://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the
complete and exclusive statement of the mutual understanding of the Parties and supersedes and
cancels all previous or contemporaneous negotiations, discussions or agreements, whether
written and oral, communications and other understandings relating to the subject matter of this
Agreement. All waivers and modifications must be in a writing signed by both Parties, except as
otherwise provided herein. None of Customer’s purchase orders, authorizations or similar
documents will alter the terms of this Agreement, and any such conflicting terms are expressly
rejected. Any mutually agreed upon future purchase order is subject to these legal terms and does
not alter the rights and obligations under this Agreement, except that future purchase orders may
outline additional products, services, quantities and billing terms to be mutually accepted by
Parties. In the event of any conflict of terms found in this Agreement or any other terms and
conditions, the terms of this Agreement shall prevail. Customer agrees that Customer’s purchase
is neither contingent upon the delivery of any future functionality or features nor dependent upon
any oral or written comments made by Flock with respect to future functionality or feature.
11.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of
this Agreement and Parties do not have any authority of any kind to bind each other in any
respect whatsoever. Flock shall at all times be and act as an independent contractor to Customer.
11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the state in
which the Customer is located. The Parties hereto agree that venue would be proper in the
EXHIBIT A
chosen courts of the State of which the Customer is located. The Parties agree that the United
Nations Convention for the International Sale of Goods is excluded in its entirety from this
Agreement.
11.7 Special Terms. Flock may offer certain special terms which are indicated in the Order
Form and will become part of this Agreement, upon Customer’s prior written consent and the
mutual execution by authorized representatives (“Special Terms”). To the extent that any terms
of this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall
control.
11.8 Publicity. Upon prior written consent, Flock has the right to reference and use Customer’s
name and disclose the nature of the Services in business and development and marketing efforts.
Nothing contained in this Agreement shall be construed as conferring on any Party, any right to
use the other Party’s name as an endorsement of product/service.
11.9 Feedback. If Customer or Authorized End User provides any suggestions, ideas,
enhancement requests, feedback, recommendations or other information relating to the subject
matter hereunder, Agency or Authorized End User hereby assigns to Flock all right, title and
interest (including intellectual property rights) with respect to or resulting from any of the
foregoing.
11.10 Export. Customer may not remove or export from the United States or allow the export or
re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of
any restrictions, laws or regulations of the United States Department of Commerce, the United
States Department of Treasury Office of Foreign Assets Control, or any other United States or
foreign Customer or authority. As defined in Federal Acquisition Regulation (“FAR”), section
2.101, the Services, the Flock Hardware and Documentation are “commercial items” and
according to the Department of Defense Federal Acquisition Regulation (“DFAR”) section
252.2277014(a)(1) and are deemed to be “commercial computer software” and “commercial
computer software documentation.” Flock is compliant with FAR Section 889 and does not
contract or do business with, use any equipment, system, or service that uses the enumerated
banned Chinese telecommunication companies, equipment or services as a substantial or
essential component of any system, or as critical technology as part of any Flock system.
Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification,
reproduction, release, performance, display, or disclosure of such commercial software or
EXHIBIT A
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.
11.11 Headings. The headings are merely for organization and should not be construed as
adding meaning to the Agreement or interpreting the associated sections.
11.12 Authority. Each of the below signers of this Agreement represent that they understand this
Agreement and have the authority to sign on behalf of and bind the Parties they are representing
upon the Effective Date.
11.13 Conflict. In the event there is a conflict between this Agreement and any applicable
statement of work, or Customer purchase order, this Agreement controls unless explicitly stated
otherwise.
11.14 Notices. All notices under this Agreement will be in writing and will be deemed to have
been duly given when received, if personally delivered; when receipt is electronically confirmed,
if transmitted by email; the day after it is sent, if sent for next day delivery by recognized
overnight delivery service; and upon receipt to the address listed on the Order Form (or, if
different, below), if sent by certified or registered mail, return receipt requested.
11.15 Non-Appropriation. Notwithstanding any other provision of this Agreement, all
obligations of the Customer under this Agreement which require the expenditure of public funds
are conditioned on the availability of said funds appropriated for that purpose. To the extent
applicable, Customer shall have the right to terminate this Agreement for non appropriation with
thirty (30) days written notice without penalty or other cost.
.
EXHIBIT A
FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: legal@flocksafety.com
Customer NOTICES ADDRESS:
ADDRESS:
ATTN:
EMAIL:
EXHIBIT A
Flock Safety + WA - East Wenatchee
PD
______________
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
______________
MAIN CONTACT:
Mack Larkin
mack.larkin@flocksafety.com
3603912071
EXHIBIT A
EXHIBIT A
ORDER FORM
Customer: WA - East Wenatchee PD Initial Term: 12 Months
Legal Entity Name: WA - East Wenatchee PD Renewal Term: 12 Months
Accounts Payable Email: rjohnson@eastwenatcheewa.gov Payment Terms: Net 30
Address: 271 9th St Ne East Wenatchee, Washington
98802
Billing Frequency: Annual Plan - First Year Invoiced at Signing.
Retention Period: 30 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Item Cost Quantity Total
Flock Safety Platform $30,000.00
Flock Safety Flock OS
FlockOS ™ - Essentials Included 1 Included
Flock Safety LPR Products
Flock Safety Falcon ® Included 10 Included
Professional Services and One Time Purchases
Item Cost Quantity Total
One Time Fees
Flock Safety Professional Services
Professional Services - Existing Infrastructure
Implementation Fee $150.00 10 $1,500.00
Subtotal Year 1: $31,500.00
Annual Recurring Subtotal: $30,000.00
Estimated Tax: $2,709.00
Contract Total: $31,500.00
Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. 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.
EXHIBIT A
Billing Schedule
Billing Schedule Amount (USD)
Year 1
At Contract Signing $31,500.00
Annual Recurring after Year 1 $30,000.00
Contract Total $31,500.00
*Tax not included
EXHIBIT A
Product and Services Description
Flock Safety Platform Items Product Description Terms
FlockOS™ Flock Safety’s situational awareness operating system.
Flock Safety Falcon ®
An infrastructure-free license plate reader camera that utilizes Vehicle
Fingerprint® technology to capture vehicular attributes.
The Term shall commence upon first installation and validation of Flock
Hardware.
One-Time Fees Service Description
Installation on existing
infrastructure
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with
the Flock Safety Advanced Implementation Service Brief.
Professional Services - Standard
Implementation Fee
One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance
with the Flock Safety Standard Implementation Service Brief.
Professional Services -
Advanced Implementation Fee
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with
the Flock Safety Advanced Implementation Service Brief.
FlockOS Features & Description
FlockOS Features Description
Community Network Access
The ability to request direct access to feeds from privately owned Flock Safety Falcon® LPR cameras
located in neighborhoods, schools, and businesses in your community, significantly increasing actionable
evidence that clears cases.
Unlimited Users Unlimited users for FlockOS
State Network (License Plate Lookup Only) Allows agencies to look up license plates on all cameras opted into the Flock Safety network within your
state.
Nationwide Network (License Plate Lookup Only)
With the vast Flock Safety sharing network, law enforcement agencies no longer have to rely on just their
devices alone. Agencies can leverage a nationwide system boasting 10 billion additional plate reads per
month to amplify the potential to collect vital evidence in otherwise dead-end investigations.
Law Enforcement Network Access The ability to request direct access to evidence detection devices from Law Enforcement agencies outside
of your jurisdiction.
Time & Location Based Search Search full, partial, and temporary plates by time at particular device locations
License Plate Lookup Look up specific license plate location history captured on Flock devices
Vehicle Fingerprint Search Search footage using Vehicle Fingerprint™ technology. Access vehicle type, make, color, license plate
state, missing / covered plates, and other unique features like bumper stickers, decals, and roof racks.
Insights & Analytics Reporting tool to help administrators manage their LPR program with device performance data, user and
network audits, plate read reports, hot list alert reports, event logs, and outcome reports.
ESRI Based Map Interface Map-based interface that consolidates all data streams and the locations of each connected asset, enabling
greater situational awareness and a common operating picture.
Real-Time NCIC Alerts on Flock ALPR Cameras
Receive automated alerts when vehicles entered into established databases for missing and wanted persons
are detected, including the FBI’s National Crime Information Center (NCIC) and National Center for
Missing & Exploited Children (NCMEC) databases.
Unlimited Custom Hot Lists Ability to add a suspect’s license plate to a custom list and get alerted when it passes by a Flock camera
EXHIBIT A
By executing this Order Form, Customer represents and warrants that it has read and agrees to all of the
terms and conditions contained in the Master Services Agreement attached.
The Parties have executed this Agreement as of the dates set forth below.
FLOCK GROUP, INC. Customer: WA - East Wenatchee PD
By:
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By:
\FSSignature1\
Name:
\FSFullname2\
Name:
\FSFullname1\
Title:
\FSTitle2\
Title:
\FSTitle1\
Date:
\FSDateSigned2\
Date:
\FSDateSigned1\
PO Number:
EXHIBIT A
EXHIBIT B
INSURANCE
Required Coverage. Flock shall procure and maintain for the duration of this Agreement
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the services under this Agreement and the results of that
work by Flock or its agents, representatives, employees or subcontractors. Insurance shall be
placed with insurers with a current A. M. Best rating of no less than “A” and “VII”. Flock shall
obtain and, during the term of this Agreement, shall maintain policies of professional liability
(errors and omissions), automobile liability, and general liability insurance for insurable amounts
of not less than the limits listed herein. The insurance policies shall provide that the policies shall
remain in full force during the life of the Agreement. Flock shall procure and shall maintain
during the life of this Agreement Worker's Compensation insurance as required by applicable
State law for all Flock employees. For the avoidance of doubt, all required insurance limits by
Customer can be met through a combination of primary and excess/umbrella coverage.
Types and Amounts Required. Flock shall maintain, at minimum, the following insurance
coverage for the duration of this Agreement:
(i) Commercial General Liability insurance written on an occurrence basis with minimum
limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000)
in the aggregate for bodily injury, death, and property damage, including personal injury,
contractual liability, independent contractors, broad-form property damage, and product and
completed operations coverage;
(ii) Umbrella or Excess Liability insurance written on an occurrence basis with minimum limits
of Ten Million Dollars ($10,000,000) per occurrence and Ten Million Dollars ($10,000,000) in
the aggregate;
(iii) Professional Liability/Errors and Omissions insurance with minimum limits of Five
Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the
aggregate;
(iv) Commercial Automobile Liability insurance with a minimum combined single limit of
One Million Dollars ($1,000,000) per occurrence for bodily injury, death, and property coverage,
including owned and non-owned and hired automobile coverage; and
EXHIBIT A
(v) Cyber Liability insurance written on an occurrence basis with minimum limits of Five
Million Dollars ($5,000,000).
EXHIBIT A
RRS signed Resolution 2024-58, Flock Camera
Contract
Final Audit Report 2024-09-23
Created:2024-09-20
By:City Clerk (cityclerk@eastwenatcheewa.gov)
Status:Signed
Transaction ID:CBJCHBCAABAAtTnPpfmvAPDGlSJVfFNzD2LO68-uAbDl
"RRS signed Resolution 2024-58, Flock Camera Contract" Histo
ry
Document created by City Clerk (cityclerk@eastwenatcheewa.gov)
2024-09-20 - 0:20:00 AM GMT
Document emailed to jcrawford@eastwenatcheewa.gov for signature
2024-09-20 - 0:20:22 AM GMT
Email viewed by jcrawford@eastwenatcheewa.gov
2024-09-23 - 3:38:08 AM GMT
Signer jcrawford@eastwenatcheewa.gov entered name at signing as Jerrilea Crawford
2024-09-23 - 3:38:18 AM GMT
Document e-signed by Jerrilea Crawford (jcrawford@eastwenatcheewa.gov)
Signature Date: 2024-09-23 - 3:38:20 AM GMT - Time Source: server
Agreement completed.
2024-09-23 - 3:38:20 AM GMT