HomeMy WebLinkAboutResolution #5448 RESOLUTION NO. 5448
A RESOLUTION APPROVING AN AGREEMENT WITH FLOCK GROUP,INC.
REGARDING A CAMERA SYSTEM FOR THE CITY OF CANTON
WHEREAS, the City of Canton, Illinois (the "City") is an Illinois non-home rule
municipality;
WHEREAS,the Mayor and City Council have determined that it is necessary and in the
best interests of the City of Canton for City to approve a Master Services Agreement with Flock
Group,Inc., substantially in the form as attached hereto as "Exhibit A,"to provide certain camera
surveillance systems for use by the City's Police Department;
WHEREAS,the corporate authorities find it to be clearly in the public's interest to proceed
with approving the Agreement and have agreed, by this Ordinance and by at least a vote of two-
thirds (2/3),to waive competitive bidding requirements to the extent applicable.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF CANTON,ILLINOIS,AS FOLLOWS:
1. That the Recitals set forth above are found to be true and correct and are hereby
incorporated and adopted as part of this Resolution;
2. The Master Service Agreement (the "Agreement") with Flock Group, Inc.,
substantially in the form as attached hereto as "Exhibit A,"is hereby APPROVED;
3. Any applicable competitive bidding requirements set forth by Illinois law and the
Canton Municipal Code are hereby waived;
4. The Mayor, or his designee, is hereby authorized executed this Agreement and to
negotiate and revise the Agreement,provided that the term of said Agreement shall not
exceed the term of the Mayor nor shall the total cost exceed$44,900.00;
5. That the Mayor, or his designee, is hereby authorized to execute any related and
necessary agreements and documents, on behalf of the City, in order to obtain the
services as set forth in the Agreement;
5. That this Resolution shall be in full force and effect immediately upon its passage by the
City Council of the City of Canton, Illinois and approval by the Mayor thereof.
PASSED by the City Council of the City of Canton, Illinois at a regular meeting this 19th
day of September, 2023, upon a roll call vote as follows:
AYES: Mayor McDowell, Alderpersons Chamberlin, Grimm, Nelson, Lovell, Hale, Gossett,
Ketcham, Lingenfelter
NAYS:None
ABSENT:None
APPROVED]:
Tl. ►�v"�
n Mc owell, Ma or
A ST: 0,2 .,
drea J. Smith-Walters, City Clerk
EXHIBIT A
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Master Services Agreement
This Master Services Agreement(this "Agreement") is entered into by and between Flock
Group, Inc. with a place of business at 1170 Howell Mill Road NW Suite 210,Atlanta, GA 30318
("Flock") and the entity identified in the signature block("Customer") (each a"Party," and
together, the"Parties")on this the day of October, 2023. This Agreement is effective on
the date of mutual execution ("Effective Date"). Parties will sign an Order Form ("Order Form")
which will describe the Flock Services to be performed and the period for performance, attached
hereto as Exhibit A. The Parties agree as follows:
RECITALS
WHEREAS,Flock offers a software and hardware situational awareness solution through
Flock's technology platform that upon detection is capable of capturing audio, video, image, and
recording data and provide notifications to Customer("Notifications");
WHEREAS, Customer desires access to the Flock Services (defined below) on existing
devices, provided by Customer, or Flock provided Flock Hardware (as defined below) in order to
create, view, search and archive Footage and receive Notifications, via the Flock Services;
WHEREAS, Customer shall have access to the Footage in Flock Services. Pursuant to
Flock's standard Retention Period (defined below)Flock deletes all Footage on a rolling thirty
(30)day basis, except as otherwise stated on the Order Form. Customer shall be responsible for
extracting, downloading and archiving Footage from the Flock Services on its own storage
devices; and
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").
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AGREEMENT
NOW,THEREFORE,Flock and Customer agree that this Agreement, and any Order
Form, purchase orders, statements of work, product addenda, or the like,attached hereto as
exhibits and incorporated by reference, constitute the complete and exclusive statement of the
Agreement of the Parties with respect to the subject matter of this Agreement, and replace and
supersede all prior agreements, term sheets, purchase orders, correspondence, oral or written
' communications and negotiations by and between the Parties.
1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-
referenced in this Section 1.
1.1 "Anonymized Data" means Customer Data permanently stripped of identifying details and
any potential personally identifiable information, by commercially available standards which
irreversibly alters data in such a way that a data subject(i.e., individual person or entity) can no
longer be identified directly or indirectly.
1.2"Authorized End User(s)"means any individual employees, agents, or contractors of
Customer accessing or using the Services, under the rights granted to Customer pursuant to this
Agreement.
1.3 "Customer Data"means the data, media and content provided by Customer through the
Services. For the avoidance of doubt,the Customer Data will include the Footage.
1.4. "Customer Hardware"means the third-party camera owned or provided by Customer and
any other physical elements that interact with the Embedded Software and the Web Interface to
provide the Services.
1.5 "Embedded Software"means the Flock proprietary software and/or firmware integrated with
or installed on the Flock Hardware or Customer Hardware.
1.6"Flock Hardware"means the Flock device(s), which may include the pole, clamps, solar
panel, installation components, and any other physical elements that interact with the Embedded
Software and the Web Interface,to provide the Flock Services as specifically set forth in the
applicable product addenda.
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1.7"Flock IP"means the Services, the Embedded Software, and any intellectual property or
proprietary information therein or otherwise provided to Customer and/or its Authorized End
Users. Flock IP does not include Footage (as defined below).
1.8 "Flock Network End User(s)"means any user of the Flock Services that Customer authorizes
access to or receives data from, pursuant to the licenses granted herein.
1.9 "Flock Services"means the provision of Flock's software and hardware situational awareness
solution, via the Web Interface, for automatic license plate detection, alerts, audio detection,
searching image records, video and sharing Footage.
1.10 "Footage"means still images,video, audio and other data captured by the Flock Hardware
or Customer Hardware in the course of and provided via the Flock Services.
1.11 "Hotlist(s)"means a digital file containing alphanumeric license plate related information
pertaining to vehicles of interest,which may include stolen vehicles, stolen vehicle license plates,
vehicles owned or associated with wanted or missing person(s), vehicles suspected of being
involved with criminal or terrorist activities, and other legitimate law enforcement purposes.
Hotlist also includes, but is not limited to, national data(i.e.,NCIC) for similar categories, license
plates associated with AMBER Alerts or Missing PersonsNulnerable Adult Alerts, and includes
manually entered license plate information associated with crimes that have occurred in any local
jurisdiction.
1.12"Installation Services"means the services provided by Flock for installation of Flock
Services.
1.13 "Retention Period"means the time period that the Customer Data is stored within the cloud
storage, as specified in the product addenda.
1.14 "Vehicle Fingerprinl'TM"means the unique vehicular attributes captured through Services
such as: type, make, color, state registration, missing/covered plates, bumper stickers, decals, roof
racks, and bike racks.
1.15 "Web Interface" means the website(s) or application(s)through which Customer and its
Authorized End Users can access the Services.
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2.SERVICES AND SUPPORT
2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, non-transferable right
to access the features and functions of the Flock Services via the Web Interface during the Term,
solely for the Authorized End Users. The Footage will be available for Authorized End Users to
access and download via the Web Interface for the data retention time defined on the Order Form
("Retention Period"). Authorized End Users will be required to sign up for an account and select
a password and username ("User ID"). Customer shall be responsible for all acts and omissions of
Authorized End Users, and any act or omission by an Authorized End User which, including any
acts or omissions of authorized End user which would constitute a breach of this agreement if
undertaken by customer. Customer shall undertake reasonable efforts to make all Authorized End
Users aware of all applicable provisions of this Agreement and shall cause Authorized End Users
to comply with such provisions. Flock may use the services of one or more third parties to deliver
any part of the Flock Services, (such as using a third party to host the Web Interface for cloud
storage or a cell phone provider for wireless cellular coverage).
2.2 Embedded Software License. Flock grants Customer a limited, non-exclusive, non-
transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the
Embedded Software as it pertains to Flock Services, solely as necessary for Customer to use the
Flock Services.
2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health,
in order to improve performance and functionality. Flock will use commercially reasonable
efforts to respond to requests for support within seventy-two (72)hours. Flock will provide
Customer with reasonable technical and on-site support and maintenance services in-person, via
phone or by email at support@flocksafety.com (such services collectively referred to as "Support
Services").
2.4 Upgrades to Platform. Flock may make any upgrades to system or platform that it deems
necessary or useful to (i) maintain or enhance the quality or delivery of Flock's products or
services to its agencies, the competitive strength of, or market for, Flock's products or services,
such platform or system's cost efficiency or performance, or(ii)to comply with applicable law.
Parties understand that such upgrades are necessary from time to time and will not diminish the
quality of the services or materially change any terms or conditions within this Agreement.
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2.5 Service Interruption. Services may be interrupted in the event that: (a)Flock's provision of
the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any
third-party services required for Services are interrupted; (c) if Flock reasonably believe Services
are being used for malicious, unlawful, or otherwise unauthorized use; (d)there is a threat or
attack on any of the Flock IP by a third party; or(e) scheduled or emergency maintenance
("Service Interruption"). Flock will make commercially reasonable efforts to provide written
notice of any Service Interruption to Customer, to provide updates, and to resume providing
access to Flock Services as soon as reasonably possible after the event giving rise to the Service
Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any
loss of data or profits), or any other consequences that Customer or any Authorized End User may
incur as a result of a Service Interruption. To the extent that the Service Interruption is not caused
by Customer's direct actions or by the actions of parties associated with the Customer, the time
the Customer will receive a credit for the duration of the Service Interruption (for any continuous
suspension lasting at least one full day). For example, in the event of a Service Interruption lasting
five (5)continuous days, Customer will receive a credit for five (5)free days at the end of the
Term.
2.6 Service Suspension.Flock may temporarily suspend Customer's and any Authorized End
User's access to any portion or all of the Flock IP or Flock Service if(a)there is a threat or attack
on any of the Flock IP by Customer; (b) Customer's or any Authorized End User's use of the
Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of
Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal
activities; (d) Customer has violated any term of this provision, including, but not limited to,
utilizing Flock Services for anything other than the Permitted Purpose; or(e) any unauthorized
access to Flock Services through Customer's account("Service Suspension"). Customer shall not
be entitled to any remedy for the Service Suspension period, including any reimbursement,
tolling, or credit. If the Service Suspension was not caused by Customer, the Term will be tolled
by the duration of the Service Suspension.
2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other
hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In
the event any such hazardous materials are discovered in the designated locations in which Flock
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is to perform services under this Agreement, Flock shall have the right to cease work
immediately.
3. CUSTOMER OBLIGATIONS
3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a
User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated
registration information. Authorized End Users may not select as their User ID, a name that they
do not have the right to use, or any other name with the intent of impersonation. Customer and
Authorized End Users may not transfer their account to anyone else without prior written
permission of Flock. Authorized End Users shall not share their account username or password
information and must protect the security of the username and password. Unless otherwise stated
and defined in this Agreement, Customer shall not designate Authorized End Users for persons
who are not officers, employees, or agents of Customer. Authorized End Users shall only use
Customer-issued email addresses for the creation of their User ID. Customer is responsible for
any Authorized End User activity associated with its account. Customer shall ensure that
Customer provides Flock with up to date contact information at all times during the Term of this
agreement. Customer shall be responsible for obtaining and maintaining any equipment and
ancillary services needed to connect to, access or otherwise use the Flock Services. Customer
shall (at its own expense)provide Flock with reasonable access and use of Customer facilities and
Customer personnel in order to enable Flock to perform Services (such obligations of Customer
are collectively defined as "Customer Obligations").
3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants
that Customer shall use Flock Services only in compliance with this Agreement and all applicable
laws and regulations, including but not limited to any laws relating to the recording or sharing of
data, video, photo, or audio content.
4.DATA USE AND LICENSING
4.1 Customer Data.As between Flock and Customer, all right,title and interest in the Customer
Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited,
non-exclusive, royalty-free, irrevocable, worldwide license to use the Customer Data and perform
all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock does not
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own and shall not sell Customer Data. Flock shall not disclose or otherwise share any Customer
Data to any third-party without Customer's written consent.
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,
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. Flock shall not disclose
or otherwise share any Customer Generated Data to any third-party without Customer's written
consent.
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
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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 unless pursuant to applicable law, valid judicial or governmental
order, or valid Illinois Freedom of Information Act("FOIA") request. 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 valid FOIA request, applicable law,
or judicial or governmental order, provided that the Receiving Party gives the Disclosing Party
reasonable prior notice of such disclosure to contest a FOIA request, subpoena,judicial or
governmental order in a court of law. 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
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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
third parties, if legally required to do so or if Flock has a good faith belief that such access, use,
preservation or disclosure is reasonably necessary to comply with a legal process, enforce this
Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or
emergency situations.
6.PAYMENT OF FEES
6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order
Form based on the billing structure and payment terms as indicated in the Order Form. If
Customer believes that Flock has billed Customer incorrectly, Customer must contact Flock no
later than thirty(30) days after the closing date on the first invoice in which the error or problem
appeared to receive an adjustment or credit. Customer acknowledges and agrees that a failure to
contact Flock within this period will serve as a waiver of any claim. If any undisputed fee is more
than thirty(30) days overdue, Flock may,without limiting its other rights and remedies, suspend
delivery of its service until such undisputed invoice is paid in full. Flock shall provide at least
thirty(30) days' prior written notice to Customer of the payment delinquency before exercising
any suspension right.
6.2 Notice of Changes to Fees. Flock reserves the right to change the fees for subsequent
Renewal Terms by providing sixty(60) days' notice (which may be sent by email) prior to the
end of the Initial Term or Renewal Term (as applicable).
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6.3 Late Fees. If payment is not issued to Flock by the due date of the invoice, an interest penalty
of 1.0%of any unpaid amount may be added for each month or fraction thereafter, until final
payment is made.
6.4 Taxes. Customer is responsible for all taxes, levies, or duties, excluding only taxes based on
Flock's net income, imposed by taxing authorities associated with the order. If Flock has the
legal obligation to pay or collect taxes, including amount subsequently assessed by a taxing
authority, for which Customer is responsible, the appropriate amount shall be invoice to and paid
by Customer unless Customer provides Flock a legally sufficient tax exemption certificate and
Flock shall not charge customer any taxes from which it is exempt. If any deduction or
withholding is required by law, Customer shall notify Flock and shall pay Flock any additional
amounts necessary to ensure that the net amount that Flock receives, after any deduction and
withholding, equals the amount Flock would have received if no deduction or withholding had
been required.
7.TERM AND TERMINATION
7.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order
Form (the "Term"). Following the Term,unless otherwise indicated on the Order Form, this
Agreement may be renewed for successive renewal terms of the greater of one year or the length
set forth on the Order Form (each, a"Renewal Term") if the Customer gives Flock anotice 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
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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, 10, 11.1
and 11.6.
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8. REMEDY FOR DEFECT;WARRANTY AND DISCLAIMER
8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded
Software (a"Defect"), Customer must notify Flock's technical support team. In the event of a
Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective
Flock Hardware at no additional cost to the Customer. Flock reserves the right, in its sole
discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or testing
within a commercially reasonable time, but no longer than seven (7) business days after Customer
gives notice to Flock.
8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may
request a replacement of Flock Hardware at a fee according to the reinstall fee schedule
(https://www.flocksafety.com/reinstall-fee-schedule). In the event that Customer chooses not to
replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that(1) Flock
Services will be materially affected, and (2)that Flock shall have no liability to Customer
regarding such affected Flock Services, nor shall Customer receive a refund for the lost, damaged,
or stolen Flock Hardware.
8.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to
maintain the Services in a manner which minimizes errors and interruptions in the Services and
shall perform the Installation Services in a professional and workmanlike manner. Services may
be temporarily unavailable for scheduled maintenance or for unscheduled emergency
maintenance, either by Flock or by third-party providers, or because of other causes beyond
Flock's reasonable control, but Flock shall use reasonable efforts to provide advance notice in
writing or by e-mail of any scheduled service disruption.
8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER'S
SOLE REMEDY, AND FLOCK'S SOLE LIABILITY, WITH RESPECT TO DEFECTS.
FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR
ERROR FREE;NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT
MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET
FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS"AND FLOCK
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
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PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS DISCLAIMER ONLY
APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE
MENTIONED IN SECTION 11.6.
8.5 Insurance. Flock will maintain commercial general liability policies as stated in Exhibit B.
8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance
from any cause beyond their control, including, but not limited to acts of God, changes to law or
regulations, embargoes, war,terrorist acts, pandemics (including the spread of variants), issues of
national security, acts or omissions of third-party technology providers, riots, fires, earthquakes,
floods, power blackouts, strikes, supply chain shortages of equipment or supplies, financial
institution crisis, weather conditions or acts of hackers, internet service providers or any other
third party acts or omissions.
9.LIMITATION OF LIABILITY; INDEMNITY
9.1 Limitation of Liability.NOTWITHSTANDING ANYTHING TO THE CONTRARY,
FLOCK, ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND
EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED
THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT
LIABILITY, OR OTHER THEORY: (A)FOR LOSS OF REVENUE, BUSINESS OR
BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA; (C)
COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D)
FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR
REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY
TO CAPTURE FOOTAGE; OR(F) FOR ANY AMOUNTS THAT, TOGETHER WITH
AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID
AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS
AGREEMENT IN THE TWELVE(12)MONTHS PRIOR TO THE ACT OR OMISSION THAT
GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF
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LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE
GOVERNING LAW OF THE STATE REFERENCED IN SECTION 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
DocuSign Envelope ID:5F91 EAAF-2DC9-45B4-86D9-A59200D1 E415
Flock's discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock's
rights to any damages Flock may sustain as a result of Customer's default and Flock shall have
the right to enforce any other legal remedy or right.
10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock
Hardware for optimal product functionality, as conditions and locations allow. Flock will
collaborate with Customer to design the strategic geographic mapping of the location(s) and
implementation of Flock Hardware to create a mutually agreed 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 reasonably veto a
specific location, and will provide reasonable alternative options to Customer.
10.3 Changes to Deployment Plan.After installation of Flock Hardware, any subsequent
requested changes to the Deployment Plan, including, but not limited to, relocating, re-
positioning, adjusting of the mounting, removing foliage, replacement, changes to heights of poles
will incur a fee according to the reinstall fee schedule located at
(https://www.flocksafety.com/reinstall-fee-schedule). Customer will receive prior notice and
confirm approval of any such fees.
10.4 Customer Installation Obligations. Customer is responsible for any applicable
supplementary cost as described in the Customer Implementation Guide, attached hereto as
Exhibit C ("Customer Obligations"). Customer represents and warrants that it has, or shall
lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the
Flock Hardware at the designated locations and to make any necessary inspections or
maintenance in connection with such installation.
10.5 Flock's Obligations. Installation of any Flock Hardware shall be installed in a professional
manner within a commercially reasonable time from the Effective Date of this Agreement. Upon
removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary
wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for the
length of the Term. Flock may use a subcontractor or third party to perform certain obligations
under this agreement, provided that Flock's use of such subcontractor or third party shall not
release Flock from any duty or liability to fulfill Flock's obligations under this Agreement. Flock
DocuSign Envelope ID:5F91 EAAF-2DC9-45B4-86D9-A59200D1 E415
shall be responsible for obtaining all necessary permits, easements, licenses, or other permissions
to install the Flock Hardware at the designated locations consistent with the Deployment Plan.
11. MISCELLANEOUS
11.1 Compliance With Laws. Parties shall comply with all applicable local, state and federal
laws, regulations, policies and ordinances and their associated record retention schedules,
including responding to any subpoena request(s).
11.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that
provision will be limited or eliminated to the minimum extent necessary so that this Agreement
will otherwise remain in full force and effect.
11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party,
without prior consent.Notwithstanding the foregoing, either Party may assign this Agreement,
without the other Party's consent, (i)to any parent, subsidiary, or affiliate entity, or(ii)to any
purchaser of all or substantially all of such Party's assets or to any successor by way of merger,
consolidation or similar transaction.
11.4 Entire Agreement. This Agreement,together with the Order Form(s), the reinstall fee
schedule (https://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the
complete and exclusive statement of the mutual understanding of the Parties and supersedes and
cancels all previous or contemporaneous negotiations, discussions or agreements,whether written
and oral , communications and other understandings relating to the subject matter of this
Agreement, and that all waivers and modifications must be in a writing signed by both Parties,
except as otherwise provided herein.None of Customer's purchase orders, authorizations or
similar documents will alter the terms of this Agreement, and any such conflicting terms are
expressly rejected. Any mutually agreed upon future purchase order is subject to these legal terms
and does not alter the rights and obligations under this Agreement, except that future purchase
orders may outline additional products, services, quantities and billing terms to be mutually
accepted by Parties. In the event of any conflict of terms found in this Agreement or any other
terms and conditions, the terms of this Agreement shall prevail. Customer agrees that Customer's
purchase is neither contingent upon the delivery of any future functionality or features nor
dependent upon any oral or written comments made by Flock with respect to future functionality
or feature.
DocuSign Envelope ID:5F91 EAAF-2DC9-4564-86D9-A59200D1 E415
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 of
Illinois. The Parties hereto agree that the Circuit Court of the Ninth Judicial Circuit, Fulton
County, Illinois shall be the sole venue and jurisdiction for any lawsuits regarding the
enforcement of the terms and conditions 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.
11.7 Special Terms. Flock may offer certain special terms which are indicated in the proposal
and will become part of this Agreement, upon Customer's prior written consent and the mutual
execution by authorized representatives ("Special Terms"). To the extent that any terms of this
Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control.
11.8 Publicity. Flock has the right to reference and use Customer's name and trademarks and
disclose the nature of the Services in business and development and marketing efforts.
11.9 Feedback. If Customer or Authorized End User provides any suggestions, ideas,
enhancement requests, feedback, recommendations or other information relating to the subject
matter hereunder, Agency or Authorized End User hereby assigns to Flock all right, title and
interest(including intellectual property rights)with respect to or resulting from any of the
foregoing.
11.10 Export. Customer may not remove or export from the United States or allow the export or
re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of
any restrictions, laws or regulations of the United States Department of Commerce,the United
States Department of Treasury Office of Foreign Assets Control, or any other United States or
foreign Customer or authority. As defined in Federal Acquisition Regulation ("FAR"), section
2.101,the Services, the Flock Hardware and Documentation are "commercial items"and
according to the Department of Defense Federal Acquisition Regulation ("DFAR") section
252.2277014(a)(1) and are deemed to be"commercial computer software" and "commercial
computer software documentation."Flock is compliant with FAR Section 889 and does not
contract or do business with, use any equipment, system, or service that uses the enumerated
banned Chinese telecommunication companies, equipment or services as a substantial or essential
DocuSign Envelope ID:5F91 EAAF-2DC9-45B4-86D9-A5920001 E415
component of any system, or as critical technology as part of any Flock system. Consistent with
DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release,
performance, display, or disclosure of such commercial software or commercial software
documentation by the U.S. Government will be governed solely by the terms of this Agreement
and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
11.11 Headings. The headings are merely for organization and should not be construed as adding
meaning to the Agreement or interpreting the associated sections.
11.12 Authority. Each of the below signers of this Agreement represent that they understand this
Agreement and have the authority to sign on behalf of and bind the Parties they are representing.
11.13 Conflict. In the event there is a conflict between this Agreement and any applicable statement
of work, or Customer purchase order,this Agreement controls unless explicitly stated otherwise.
11.14 Morality. In the event Customer or its agents become the subject of an indictment,
contempt, scandal, crime of moral turpitude or similar event that would negatively impact or
tarnish Flock's reputation, Flock shall have the option to terminate this Agreement upon prior
written notice to Customer.
11.15 Notices.All notices under this Agreement will be in writing and will be deemed to have
been duly given when received, if personally delivered; when receipt is electronically confirmed,
if transmitted by email; the day after it is sent, if sent for next day delivery by recognized
overnight delivery service; and upon receipt to the address listed on the Order Form (or, if
different, below), if sent by certified or registered mail, return receipt requested.
11.16 Non-Appropriation. Notwithstanding any other provision of this Agreement, all
obligations of the Customer under this Agreement which require the expenditure of funds are
conditioned on the availability of funds appropriated for that purpose. Customer shall have the
right to terminate this Agreement for non appropriation with thirty(30) days written notice
without penalty or other cost.
DocuSign Envelope ID:5F91 EAAF-2DC9-45B4-86D9-A59200D1 E415
FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD,NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: legal@flocksafety.com
Customer NOTICES ADDRESS: •
ADDRESS: 2 N. Main Street, Canton, Illinois 61520
ATTN: Chief of Police
EMAIL: meveland@cantoncityhall.org(with a copy to: cjjump@dcamplaw.com)
The Parties have executed this Agreement as of the dates set forth below.
FLOCK GRQUrgIhC: Agency:
DoeuSlgned by: I
By: CilkaYt S.IMi{{A, By: (�at,, Nt,�.aan-D�.
AC5C931454C24F3...
AhUSdh1CUA51,4dU...
Mark smith Michael Eveland
Name: Name:
Title: General counsel Title: chief of Police
Date: 10/12/2023 Date: 10/19/2023
DocuSign Envelope ID:5F91EAAF-2DC9-45B4-86D9-A59200D1E415
EXHIBIT B
INSURANCE
Required Coverage.Flock shall procure and maintain for the duration of this Agreement insurance
against claims for injuries to persons or damages to property that may arise from or in connection with the
performance of the services under this Agreement and the results of that work by Flock or its agents,
representatives, employees or subcontractors. Insurance shall be placed with insurers with a current A. M.
Best rating of no less than"A"and"VII".Flock shall obtain and, during the term of this Agreement, shall
maintain policies of professional liability(errors and omissions), automobile liability,and general liability
insurance for insurable amounts of not less than the limits listed herein.The insurance policies shall
provide that the policies shall remain in full force during the life of the Agreement. Flock shall procure and
shall maintain during the life of this Agreement Worker's Compensation insurance as required by
applicable State law for all Flock employees.
Types and Amounts Required. Flock shall maintain,at minimum,the following insurance coverage for
the duration of this Agreement:
(i)Commercial General Liability insurance written on an occurrence basis with minimum limits of One
Million Dollars($1,000,000)per occurrence and Two Million Dollars($2,000,000) in the aggregate for
bodily injury, death,and property damage, including personal injury, contractual liability, independent
contractors,broad-form property damage, and product and completed operations coverage;
(ii)Umbrella or Excess Liability insurance written on an occurrence basis with minimum limits of Ten
Million Dollars($10,000,000)per occurrence and Ten Million Dollars($10,000,000) in the aggregate;
(iii)Professional Liability/Errors and Omissions insurance with minimum limits of Five Million Dollars
($5,000,000)per occurrence and Five Million Dollars($5,000,000)in the aggregate;
(iv)Commercial Automobile Liability insurance with a minimum combined single limit of One Million
Dollars($1,000,000)per occurrence for bodily injury,death,and property coverage, including owned and
non-owned and hired automobile coverage;and
(v) Cyber Liability insurance written on an occurrence basis with minimum limits of Five Million Dollars
($5,000,000).
- ._ _.- : ..w, A�" d" .1 � .
.ia'F.3 r, t4Ry
Flock;Safety+The•City of Canton
# Fiack`Group Inc.
117^O Dowell Mi11 Rd,Suite 210
Atlanta;GA 3031.8
NIAID CONI ACT: ,
Philip Vanni �_
phi.nanni@ilocksatetyscom
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EXHIBIT A
ORDER FORM
Customer: City of Canton Initial Term: 12 Months
Legal Entity Name: City of Canton Renewal Term: Not Applicable
Accounts Payable Email: rneveland@cantoncityhall.org Payment Terms: Net 30
Address: 2 N Main St Canton,Illinois 61520 Billing Frequency: Annual Plan-First Year Invoiced at Signing.
Retention Period: 30 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Il " { X, ' r £ , �f
i ,q, ',148RII yry . �i '.
Flock Safety Platform r s " i y t
- Flock Safety LPR Products -
Flock Safety Falcon(8) Included 6 Included
jP'r`'o'ffessional Serviceseand One Time Purchases
'9 fir, :,,.,- ;„ s�`rr,M-r�r a' ,� ''.17,v;v r ,mS'`s X` -.,4:42::17i,aro xy, ,. .:16-7111',";:' , . --1
:4 e a raw a e . ., .k.:112,:,r s ".+4...t,.e 44- .'s.',14 t 4 ikc is+�° . n* xe : is r ' �3 ,+t lid n`i.,�c ,, Ir
One Time Fees v ' x ^'x s :r 7,'V�,�I� 4.;
Flock Safety Professional Services
Professional Services-Standard Implementation Fee 5650.00 2 51,300.00
Professional Services-Advanced Implementation $1,900,00 4
Fee 57,600.00
Subtotal Year l: S26,900.00
Annual Recurring Subtotal: $18,000.00
Estimated Tax: $0.00
Contract Total: $26,900.00
Taxes shown above are provided as an estimate.Actual taxes are the responsibility of the Customer.
Billing Schedule
• It • S! . . ' s.
Year I
At Contract Signing 526,900.00
Annual Recurring after Year 1
Contract Total S26,900.00
'Tax not included
Product and Services Description
.1St:,.: fu: oo.a g
_:"� ,• _,t+�isi� R- .tia. ... ..�, � �. ,:•. � .ate'"'
An infrastructure-free license plate reader camera that utilizes Vehicle The Term shall commence upon first installation and validation of Flock
Flock Safety Falcon® Fingerprint®technology to capture vehicular attributes. Hardware.
,- � 13 ptiQr� ;', 4wj1lr` '* ,;
Installation on existing One-time Professional Services engagement.Includes site&safety assessment,camera setup&testing,and shipping&handling in accordance with
infrastructure the Flock Safety Advanced Implementation Service Brief.
Professional Services-Standard One-time Professional Services engagement.Includes site and safety assessment,camera setup and testing,and shipping and handling in accordance
Implementation Fee with the Flock Safety Standard Implementation Service Brief.
Professional Services- One-time Professional Services engagement.Includes site&safety assessment,camera setup&testing,and shipping&handling in accordance with
Advanced implementation Fee the Flock Safety Advanced Implementation Service Brief.
FlockOS Features& Description
Package: Community
PTI _ . cr «v+far wi:a:Sj " !•,"
By executing this Order Form, Customer represents and warrants that it has read and
agrees all of the terms and conditions contained in the Terms of Service located at
https://wvvvv.flocksafety.com/terms-and-conditions
The Parties have executed this Agreement as of the dates set forth below.
FLOCK GROUP,INC. Customer: CITY OF CANTON,
an Illinois municipal corporation
By: By: n�`——4,7.
Name: Name: ✓'/ l e A ee-2/ a 4712/4'/UO'
Title: Title: C I;Cr c f Tp `L!,0___
Date: Date:
PO Number: /✓/4
fthck safety INVOICE
Flock Group Inc dba Flock Safety Invoice Number INV-23549
www.flocksafetv.com Invoice Date: 10/11/2023
Due Date: 11/10/2023
Payment Terms: Net 30
PO#:
Bill To: IL-Canton PD Ship To: IL-Canton PD
2 N Main St 2 N Main St
Canton, Illinois,61520 Canton,Illinois 61520
Billing Company Name: IL-Canton PD Payment Terms: Net 30
Billing Contact Name: Michael Eveland Contracted Billing Structure: Annual(100%Upfront)
Billing Email Address:
Billing Phone:
Notes:
ITEMSQTY UNIT-PRICE SALES TAX TOTAL. `„
Professional Services-Advanced 4 7,600.00 $0.00 $7,600.00
Implementation Fee
Flock Safety Falcon® 6 18,000.00 $0.00 $18,000.00
Professional Services-Standard 2 1,300.00 $0.00 $1,300.00
Implementation Fee
Unless otherwise noted on the Order Form,the Term shall commence upon first installation and validation of Flock Hardware.
Link to Location of Services: https://planner.flocksafety.com/public/441 db35c-a002-4134-885d-d764c6f9f340
Subtotal: $26,900.00
Credit: $0.00
Sales Tax: $0.00
Total: $26,900.00
If you have questions about your invoice or need to update your billing contact information,please email
billingna flocksafety.com.
fl'ock safety INVOICE
Flock Group Inc dba Flock Safety Invoice Number INV-23549
www.flocksafety.com Invoice Date: 10/11/2023
Due Date: 11/10/2023
Payment Terms: Net 30
PO#:
Payment Remittance Information
Pay by Check: Pay by ACH:
Payable to: Flock Group Inc Account Legal Name: Flock Group Inc.
Memo: INV-23549 Account Number: 3302113966
Mail to: PO Box 121923 Account Type:Checking
Dallas,TX 75312-1923 Routing/SWIFT Code:
121140399/SVBKUS6S
If paying by check,please include the remittance slip below.
If paying by ACH,please include your invoice number in the memo
section of the ACH transfer request.
Please be aware that failure to pay the invoice by the due date may result in an interest penalty or disconnection of service, as
specified in your contract.
Detach and Return with Payment
Make Checks Payable to: Flock Group Inc
If sending via Flock Group Inc Account: IL- Canton PD
USPS: PO Box 121923
Dallas, TX 75312-1923
Invoice# INV-23549
Or
If sending via Flock Group Inc Amount Due: $26,900.00
UPS, FedEx or 891923
USPS: 150 North Plano Rd. STE 100
Richardson, TX 75081
Amount Enclosed: $