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GOVERNMENT AGENCY CUSTOMER AGREEMENTDocuSign Envelope ID: D8420297-A7A1-4DA1-BE17-1DAA3B0F2685 fH'ock safety GOVERNMENT AGENCY CUSTOMER AGREEMENT This Government Agency Agreement (this "Agreement") is entered into by and between Flock Group, Inc. with a place of business at 1170 Howell Mil Rd NW Suite 210, Atlanta, GA 30318 ("Flock") and the police department or government agency identified in the signature block below ("Agency") (each a "Party," and together, the "Parties"). RECITALS WHEREAS, Flock offers a software and hardware solution for automatic license plate detection through Flock's technology platform (the "Flock Service"), and upon detection, the Flock Service creates images and recordings of suspect vehicles ("Footage") and can provide notifications to Agency upon the instructions of Non - Agency End User ("Notifications"); WHEREAS, Agency desires to purchase, use and/or have installed access to the Flock Service in order to create, view, search and archive Footage and receive Notifications, including those from non -Agency users of the Flock System (where there is an investigative purpose) such as schools, neighborhood homeowners associations, businesses, and individual users; WHEREAS, because Footage is stored for no longer than (thirty) 30 days in compliance with Flock's records retention policy, Agency is responsible for extracting, downloading and archiving Footage from the Flock System on its own storage devices for auditing for prosecutorialladministrative purposes; and WHEREAS, Flock desires to provide Agency the Flock Service and any access thereto, subject to the terms and conditions of this Agreement, solely for the purpose of crime awareness and prevention by police departments and archiving for evidence gathering ("Purpose"). AGREEMENT NOW, THEREFORE, Flock and Agency agree as follows and further agree to incorporate the Recitals into this Agreement 1. DEFINITIONS Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in this Section 1. 1.1 "Authorized End User" shall mean any individual employees, agents, or contractors of Agency accessing or using the Flock Services through the Web Interface, under the rights granted to Agency pursuant to this Agreement. 1.2 "Agency Data" will mean the data, media and content provided by Agency through the Flock Services. For the avoidance of doubt, the Agency Data will include the Footage and geolocation information and environmental data collected by sensors built into the Units. 1.3 "Documentation" will mean text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Flock Services which are provided by Flock to Agency in accordance with the terms of this Agreement. 1.4 "Embedded Software' will mean the software and/or firmware embedded or preinstalled on the Hardware. 1.5 "Flock IP' will mean the Flock Services, the Documentation, the Hardware, the Embedded Software, the Installation Services, and any and all intellectual property therein or otherwise provided to Agency and/or its Authorized End Users in connection with the foregoing. DocuSign Envelope ID: D8420297-A7A1-4DA1-BE17-1DAA3B0F2685 Hock safety 1.6 "Footage" means still images and/or video captured by the Hardware in the course of and provided via the Flock Services. 1.7 "Hardware" shall mean the Flock cameras and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Flock Services. The term "Hardware" excludes the Embedded Software. 1.8 "Implementation Fee(s)"means the monetary fees associated with the Installation Services, as defined in Section 1.9 below. 1.9 "Installation Services" means the services provided by Flock regarding the installation, placements and configuration of the Hardware, pursuant to the Statement of Work attached hereto. 1.10 "Flock Services or Services" means the provision, via the Web Interface, of Flock's software application for automatic license plate detection, searching image records, and sharing Footage. 1.11 "Non -Agency End User" means a Flock's non -Agency customer that has elected to give Agency access to its data in the Flock system. 1.12 "Non Agency End User Data" means the Footage, geolocation data, environmental data and/or notifications of a Non -Agency End User. 1.13 "Unit(s)" shall mean the Hardware together with the Embedded Software. 1.14 "Usage Fee" means the subscription fees to be paid by the Agency for ongoing access to Flock Services and Hardware. 1.15 "Support Services" shall mean On-site Services and Monitoring Services, as defined in Section 2.9 below. 1.16 "Web Interface" means the website(s) or application(s) through which Agency and its Authorized End Users can access the Flock Services in accordance with the terms of this Agreement. 2. FLOCK SERVICES AND SUPPORT 2.1 Provision of Access. Subject to the terms of this Agreement, Flock hereby grants to Agency a non-exclusive, non -transferable right to access the features and functions of the Flock Services via the Web Interface during the Service Term (as defined in Section 6.1) and No -Fee Term, solely for the Authorized End Users. The Footage will be available for Agency's designated administrator, listed on the Order Form, and any Authorized End Users to access via the Web Interface for thirty (30) days. Authorized End Users will be required to sign up for an account, and select a password and username ("User ID"). Flock will also provide Agency the Documentation to be used in accessing and using the Flock Services. Agency shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, if undertaken by Agency, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Agency. Agency shall undertake to such reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable Authorized End User's use of the Flock Services and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock Services, including without limitation using a third party to host the Web Interface which the Flock Services makes available to Agency and Authorized End Users WARRANTIES PROVIDED BY SUCH THIRD PARTIES, ARE THE AGENCY'S SOLE AND EXCLUSIVE REMEDY AND FLOCK'S SOLE AND EXCLUSIVE LIABILITY WITH REGARD TO SUCH THIRD -PARTY SERVICES, INCLUDING WITHOUT LIMITATION HOSTING THE WEB INTERFACE. To the extent practicable, Agency agrees to comply with any acceptable use policies and other terms of any third -party service provider that are provided or otherwise made available to Agency from time to time. DocuSign Envelope ID: D8420297-A7A1-4DA1-BE17-1DAA3B0F2685 ftock safety 2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Agency a limited, non- exclusive, non -transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as installed on the Hardware by Flock; in each case, solely as necessary for Agency to use the Flock Services. 2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to Agency a non- exclusive, non -transferable right and license to use the Documentation during the Service Term in connection with its use of the Flock Services as contemplated herein, and under Section 2.4, below. 2.4 Usage Restrictions. The purpose for usage of the Hardware, Documentation, Services, support, and the Flock IP is solely to facilitate gathering evidence that could be used in a lawful criminal investigation by the appropriate government agency and not for tracking activities that the system is not designed to capture ("Permitted Purpose"). Agency will not, and will not permit any Authorized End Users to, (i) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP, or attempt to do any of the foregoing, and Agency acknowledges that nothing in this Agreement will be construed to grant Agency any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the Flock IP, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of Flock; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Flock Services or Flock IP; (vi) use the Services, support, Hardware, Documentation or the Flock IP for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Agency's rights under Sections 2.1, 2.2, or 2.3. 2.5 Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement, Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Agency acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement. Agency further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock's sole discretion. There are no implied rights. 2.6 Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily suspend Agency's and any Authorized End User's access to any portion or all of the Flock IP if (i) Flock reasonably determines that (a) there is a threat or attack on any of the Flock IP; (b) Agency's or any Authorized End User's use of the Flock Service disrupts or poses a security risk to the Flock Service or any other customer or vendor of Flock; (c) Agency or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Flock's provision of the Flock Services to Agency or any Authorized End User is prohibited by applicable law; (e) any vendor of Flock has suspended or terminated Flock's access to or use of any third party services or products required to enable Agency to access the Flock IP; or (f) Agency has violated any term of this provision, including, but not limited to, utilizing the Flock Services for anything other than the Permitted Purpose (each such suspension, in accordance with this Section 2.6, a "Service Suspension"). Flock will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Agency (including notices sent to Flock's registered email address) and to provide updates regarding resumption of access to the Flock IP following any Service Suspension. Flock will use commercially reasonable efforts to resume providing access to the Flock Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Agency or any Authorized End User may incur as a result of a Service Suspension. To the extent that the Service Suspension is not caused by Agency's direct actions or by the actions of parties associated with the Agency, the expiration of the Term will be tolled by the duration of any suspension (for any continuous suspension lasting at least one full day). In the event Flock is found to misuse data, beyond what is affirmatively authorized by this agreement, Agency shall have the right to suspend payment for the period of time determined during which data was misused. 2.7 Installation Services. DocuSign Envelope ID: D8420297-A7A1-4DA1-BE1 7-1 DAA3B0F2685 fisock safety 2.7.1 Designated Locations. Prior to performing the physical installation of the Units, Flock shall advise Agency on the location and positioning of the Units for optimal license plate image capture, as conditions and location allow. Flock and Agency must mutually agree on the location (mounting site or pole), position and angle of the Units (each Unit location so designated by Agency, a "Designated Location"). Flock shall have no liability to Agency resulting from any poor performance, functionality or Footage resulting from or otherwise relating to the Designated Locations or delay in installation due to Agency's delay in identifying the choices for the Designated Locations, in ordering and/or having the Designated Location ready for installation including having all electrical work preinstalled and permits ready. Designated Locations that are suggested by Flock and accepted by Agency without alteration will be known as Flock Designated Locations. After a deployment plan with Designated Locations and equipment has been agreed upon by both Flock and the Agency, any subsequent changes to the deployment plan ("Reinstalls") driven by Agency's request will incur a charge for Flock's list price for Reinstalls, as listed in the Reinstall Policy as of the date of execution of this agreement (available at https://www.flocksafety.com/reinstall-fee-schedule) and any equipment charges. These changes include but are not limited to camera re -positioning, adjusting of camera mounting, re -angling, removing foliage, camera replacement, changes to heights of poles, regardless of whether the need for Reinstalls related to vandalism, weather, theft, lack of criminal activity in view, and the like. 2.7.2 Agency's Installation Obligations. Agency agrees to allow Flock and its agents reasonable access in and near the Designated Locations at all reasonable times upon reasonable notice for the purpose of performing the installation work, The "Agency Installation Obligations" include, to the extent required by the deployment plan, but are not limited to electrical work to provide a reliable source of 120V AC power that follow Flock guidelines and comply with local regulations if adequate solar exposure is not available. Agency is solely responsible for (i) any permits or associated costs, and managing the permitting process; (ii) any federal, state or local taxes including property, license, privilege, sales, use, excise, gross receipts or other similar taxes which may now or hereafter become applicable to, measured by or imposed upon or with respect to the installation of the Hardware, its use, or (iii) any other services performed in connection with installation of the Hardware. Any fees payable to Flock exclude the foregoing. Agency represents and warrants that it has all necessary right title and authority and hereby authorizes Flock to install the Hardware at the Designated Locations and to make any necessary inspections or tests in connection with such installation. 2.7.3 Flock's Installation Obligations. The Hardware shall be installed in a workmanldce manner in accordance with Flock's standard installation procedures, and the installation will be completed within a reasonable time from the time that the Designated Locations are selected by Agency. Following the initial installation of the Hardware and any subsequent Reinstalls or maintenance operations, Flock's obligation to perform installation work shall cease; however, Flock will continue to monitor the performance of the Units for the length of the Term and will receive access to the Footage for a period of three (3) business days after the initial installation in order to monitor performance and provide any necessary maintenance solely as a measure of quality control. If Agency notifies Flock of required maintenance, Flock shall compete any necessary maintenance within a reasonable time. Agency can opt out of Flock's access to Footage after the initial installation which would waive Flock's responsibility to ensure such action was successful. Agency understands and agrees that the Flock Services will not function without the Hardware. Labor may be provided by Flock or a third party. 2.7.4 Security Interest. The Hardware shall remain the personal property of Flock and will be removed upon the termination or expiration of this Agreement. Agency agrees to perform all acts which may be necessary to assure the retention of title of the Hardware by Flock. Should Agency default in any payment for the Flock Services or any part thereof or offer to sell or auction the Hardware, then Agency authorizes and empowers Flock to remove the Hardware or any part thereof. Such removal, if made by Flock, shall not be deemed a waiver of Flock's rights to any damages Flock may sustain as a result of Agency's default and Flock shall have the right to enforce any other legal remedy or right. 2.8 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock's price for its services under this Agreement does not contemplate work in any areas that contain hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately in the area affected until such materials are removed or rendered harmless. 2.9 Support Services. Subject to the payment of fees, Flock shall monitor the performance and functionality of Flock Services and may, from time to time, advise Agency on changes to the Flock Services, Installation Services, DocuSign Envelope ID: D8420297-A7A1-4DA1-BE17-1DAA3B0F2685 fH'ock safety or the Designated Locations which may improve the performance or functionality of the Services or may improve the quality of the Footage. The work, its timing, and the fees payable relating to such work shall be agreed by the Parties prior to any alterations to or changes of the Services or the Designated Locations ("Monitoring Services"). Subject to the teens here Flock will provide Agency with reasonable technical and on-site support and maintenance services ("On -Site Services") in-person or by email at hello©flocksafety.com. Flock will use commercially reasonable efforts to respond to requests for support. 2.10 Special Terms. From time to time, Flock may offer certain "Special Terms" related to guarantees, service and support which are indicated in the proposal and on the order form and will become part of this Agreement. To the extent that any terms of this agreement are inconsistent or conflict with the Special Terms, the Special Terms shall controL 2.11 Changes to Platform. Flock Safety may, in its sole discretion, make any changes to any system or platform that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Flock Safety's products or services to its customers, (b) the competitive strength of, or market for, Flock Safety's products or services, (c) such platform or system's cost efficiency or performance, or (ii) to comply with applicable law. 3. AGENCY RESTRICTIONS AND RESPONSIBILITIES 3.1 Agency Obligations. Upon creation of a User ID, Agency agrees to provide Flock with accurate, complete, and updated registration information. Agency may not select as its User ID a name that Agency does not have the right to use, or another person's name with the intent to impersonate that person. Agency may not transfer its account to anyone else without prior written permission of Flock. Agency will not share its account or password with anyone, and must protect the security of its account and password. Agency is responsible for any activity associated with its account. Agency shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services. Agency will, at its own expense, provide assistance to Flock, including, but not limited to, by means of access to, and use of, Agency facilities, as well as by means of assistance from Agency personnel, to the limited extent any of the foregoing may be reasonably necessary to enable Flock to perform its obligations hereunder, including, without limitation, any obligations with respect to Support Services or any Installation Services. 3.2 Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency will use the Services only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of video, photo, or audio content and retention thereof. To the extent allowed by the governing law of the state mentioned in Section 10.6, or if no state is mentioned in Section 10.6, by the law of the State of Florida, Agency hereby agrees to indemnify Flock for any claim or action that arises from an alleged violation of the foregoing, Agency's Installation Obligations, or otherwise from Agency's use of the Services, Hardware and any Embedded Software, including any claim that such actions violate any applicable law or third party right brought against Flock only to the extent that the claims are found to result from the sole negligence of Agency, its governing body, or its employees. This indemnification shall not be construed to be an indemnification for the acts or omissions of third parties, independent contractors or third party agents of Agency. This indemnification shall not be construed as a waiver of Agency's sovereign immunity, and shall be interpreted as limited to only such traditional liabilities for which Agency could be liable under the common law interpreting the limited waiver of sovereign immunity. Any claims against Agency must comply with the procedures found in §76828, Florida Statues. In order to comply with the requirements of § 166241, Florida Statutes, and Article VII, section 10 of the Florida Constitution, the value of this indemnification is limited to the lesser of the amount payable by either party under the substantive provisions of this Agreement, or the limitations of §768.28, Florida Statutes. In addition, this indemnification shall be construed to limit recovery by the indemnified party against Agency to only those damages caused by Agency's sole negligence, and specifically not include any attomey's fees or costs associated therewith. Although Flock has no obligation to monitor Agency's use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. DocuSign Envelope ID: D8420297-A7A1-4DA1-BE17-1DAA3B0F2685 ft'ock safety 4. CONFIDENTIALITY; AGENCY DATA; NON -AGENCY DATA 4.1 Confidentiality. 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 is non-public information including but not limited to features, functionality, designs, user interfaces, trade secrets, intellectual property, business plans, marketing plans, works of authorship, hardware, customer lists and requirements, and performance of the Flock Services. Proprietary Information of Agency includes non-public Agency Data, Non -Agency End User Data, and data provided by Agency or a Non -Agency End User to Flock or collected by Flock via the Unit, including the Footage, to enable the provision of the Services. The Receiving Party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Proprietary Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Proprietary Information and the parties' respective rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Proprietary Information of the other party to those employees or agents who require access in order to perform hereunder. The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Flock's use of the Proprietary Information may include processing the Proprietary Information to send Agency Notifications or alerts, such as when a car exits Agency's neighborhood, or to analyze the data collected to identify motion or other events. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by Receiving Party prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to Receiving Party 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 subpoena, summons, judicial order or other judicial or governmental process, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to obtain a protective order or otherwise oppose the disclosure. For clarity, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with a legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Flock, its users, a third party, or the public as required or permitted by law, including respond to an emergency situation. Having received notice prior to data being deleted, Flock may store Footage in order to comply with a valid court order but such retained Footage will not be retrievable without a valid court order. 4.2 Agency and Non -Agency End User Data. As between Flock and Agency, all right, title and interest in the Agency Data and Non -Agency End User Data, belong to and are retained solely by Agency. Agency hereby grants to Flock a limited, non-exclusive, royalty -free, worldwide license to use the Agency Data and Non -Agency End User Data and perform all acts with respect to the Agency Data and Non -Agency End User Data as may be necessary for Flock to provide the Flock Services to Agency, including without limitation the Support Services set forth in Section 2.9 above, and a non-exclusive, perpetual, irrevocable, worldwide, royalty -free, fully paid license to use, reproduce, modify and distribute the Agency Data and Non -Agency End User Data as a part of the Aggregated Data (as defined in Section 4.4 below). As between Flock and Agency, Agency is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Agency Data and Non -Agency End User Data. As between Agency and Non -Agency End Users that have prescribed access of Footage to Agency, each of Agency and Non -Agency End Users will share all right, title and interest in the Non -Agency End User Data. This Agreement does not by itself make any Non -Agency End User Data the sole property or the Proprietary Information of Agency. Flock will automatically delete Footage older than thirty (30) days. Agency has a thirty (30) day window to view, save and/or transmit Footage to the relevant government agency prior to its deletion. DocuSign Envelope ID: D8420297-A7A1-4DA1-BE17-1DAA3B0F2685 flock safety 4.3 Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency hereby assigns (and will cause its agents and representatives to assign) to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing. 4.4 Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Flock shall have the right to collect and analyze data that does not refer to or identify Agency or any individuals or de -identifies such data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Agency Data and data derived therefrom). For the sake of clarity, Aggregated Data is compiled anonymous data which has been stripped of any personal identifying information. Agency acknowledges that Flock will be compiling anonymized and/or aggregated data based on Agency Data and Non -Agency End User Data input into the Services (the "Aggregated Data"). Agency hereby grants Flock a non-exclusive, worldwide, perpetual, royalty -free right and license (during and after the Service Term hereof) to (1) use and distribute such Aggregated Data to improve and enhance the Services and for other marketing, development, diagnostic and corrective purposes, other Flock offerings, and crime prevention efforts, and (ii) disclose the Agency Data and Non -Agency End User Data (both inclusive of any Footage) to enable law enforcement monitoring against law enforcement hotlists as well as provide Footage search access to law enforcement for investigative purposes only. No rights or licenses are granted except as expressly set forth herein. 5. PAYMENT OF FEES 5.1 Fees. Agency will pay Flock the first Usage Fee, the Implementation Fee and any fee for Hardware (as described on the Order Form, together the "Initial Fees") as set forth on the Order Form on or before the 7th day following the Effective Date of this Agreement. Flock is not obligated to commence the Installation Services unless and until the Initial Fees have been made and shall have no liability resulting from any delay related thereto. Agency shall pay the ongoing Usage Fees set forth on the Order Form with such Usage Fees due and payable thirty (30) days in advance of each payment period. All payments will be made by either ACH, check, or credit card. The first month of Flock Services corresponding to the first Usage Fee payment will begin upon the first installation of Hardware. For Agencies who purchase ten (10) or more Units, in the event that only a portion of the Units are installed at the first installation with additional Units to be installed at a later date, Usage Fees shall be calculated on a pro rata basis corresponding to the then -installed Units. Agencies will be invoiced for the additional Units immediately upon installation of the remaining Units. 5.2 Changes to Fees. Changes to Fees or applicable charges for any Renewal Term shall be by mutual agreement at time of renewal. 5.3 Invoicing, Late Fees; Taxes. Flock may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Flock thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of Service. To the extent allowable by law or Agency regulations pertaining to tax-exempt entities, Agency shall be responsible for all taxes associated with Services other than U.S. taxes based on Flock's net income. 5.4 No -Fee Term Access. Subject to Flock's record retention policy, Flock offers complimentary access to the Flock System for thirty (30) days ("No Fee Term") to Agency when Non -Agency End Users intentionally prescribe access or judicial orders mandate access to Non -Agency End User Data. Agency agrees to pay the Initial Fees and Usage Fees according to Section 5.1 and will receive Flock's complimentary access to the Flock Service and Footage for no additional cost. Should such access cause Flock to incur internal or out-of-pocket costs that are solely the result of the access, Flock reserves the right to invoice these costs to Agency under Section 5.3 and Agency agrees to pay them. The complimentary No -Fee Term access to Flock Services shall survive the expiration or termination of this Agreement for five (5) years unless Agency provides written notice of the intent to cancel access to Flock Services. DocuSign Envelope ID: D8420297-A7A1-4DA1-BE17-1 DAA3B0F2685 Hock safety 6. TERM AND TERMINATION 6.1 Term. Subject to earlier termination as provided below, the initial term of this Agreement shall be for one (1) year (the "Initial Terns'), with the option to renew by mutual agreement for three (3) additional one-year terms. 6.2 Agency Satisfaction Guarantee. At any time during the agreed upon term, an Agency not fully satisfied with the service or solution may self -elect to terminate their contract. Self -elected termination will result in a one-time fee of actual cost of removal and labor, said cost not to exceed $500 per camera. Upon self -elected termination, a refund will be provided, prorated for any fees paid for the remaining Term length set forth previously. Self -termination of the contract by the Agency will be effective immediately. Flock will remove all equipment at Flock's own convenience, within a commercially reasonable period upon termination. Advance notice will be provided. 6.3 Termination. Either party may terminate this Agreement by giving thirty (30) days prior written notice.. Upon termination by either party, Flock will refund to Agency a pro -rata portion of the pre -paid Fees for Services not received due to such termination. 6.4 Effect of Termination. Upon any termination of the Service Term, Flock will collect all Units, delete all Agency Data, terminate Agency's right to access or use any Services, and all licenses granted by Flock hereunder will immediately cease. Agency shall ensure that Flock is granted access to collect all Units and shall ensure that Flock personnel does not encounter Hazardous Conditions in the collection of such units. Upon termination of this Agreement, Agency will immediately cease all use of Flock Services. 6.5 No -Fee Term. The initial No -Fee Term will extend, after entering into this Agreement, for thirty (30) days from the date a Non -Agency End User grants access to their Footage and/or Notifications. In expectation of repeated non - continuous No -Fee Terms, Flock may in its sole discretion leave access open for Agency's Authorized End Users despite there not being any current Non -Agency End User authorizations. Such access and successive No -Fee Terms are deemed to be part of the No -Fee Term. Flock, in its sole discretion, can determine not to provide additional No -Fee Terms or can impose a price per No -Fee Term upon thirty (30) days' notice. Agency may terminate any No -Fee Term or access to future No -Fee Terms upon 30 days' notice. 6.6 SurvivaL The following Sections will survive termination: 2.4, 2.5, 3, 4, 5 (with respect to any accrued rights to payment), 5.4, 6.5, 7.4, 8.1, 8.2, 8.3, 8.4, 9.1 and 10.5. 7. REMEDY; WARRANTY AND DISCLAIMER 7.1 Remedy. Upon a malfunction or failure of Hardware or Embedded Software (a "Defect"), Agency must first make commercially reasonable efforts to address the problem by contacting Flock's technical support as described in Section 2.9 above. If such efforts do not correct the Defect, Flock shall, or shall instruct one of its contractors to repair or replace the Hardware or Embedded Software suffering from the Defect. Flock reserves the right in their sole discretion to refuse or delay replacement or its choice of remedy for a Defect until after it has inspected and tested the affected Unit provided that such inspection and test shall occur within seventy-two (72) hours after Agency notifies the Flock of a Defect. In the event of a Defect, Flock will repair or replace the defective Unit at no additional cost. In the event that a Unit is lost, stolen, or damaged, Flock agrees to replace the Unit at a fee according to the then -current Reinstall Policy (https://www.flocksafety.com/reinstall-fee-schedule). Agency shall not be required to replace subsequently lost, damaged or stolen Units, however, Agency understands and agrees that functionality, including Footage, will be materially affected due to such subsequently lost, damaged or stolen units and that Flock will have no liability to Agency regarding such affected functionality nor shall the Usage Fee or Implementation Fees owed be impacted. 72 Exclusions. Flock will not provide the remedy described in Section 7.1 above if any of the following exclusions apply: (a) misuse of the Hardware or Embedded Software in any manner, including operation of the Hardware or Embedded Software in any way that does not strictly comply with any applicable specifications, documentation, or other restrictions on use provided by Flock; (b) damage, alteration, or modification of the Hardware or Embedded DocuSign Envelope ID: D8420297-A7A1-4DA1-BE17-1DAA3B0F2685 rock safety Software in any way; or (c) combination of the Hardware or Embedded Software with software, hardware or other technology that was not expressly authorized by Flock. 7.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Upon completion of any installation or repair, Flock shall clean and leave the area in good condition. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third -party providers, or because of other causes beyond Flock's reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 7.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS AGENCY'S SOLE REMEDY, AND FLOCK'S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE HARDWARE AND/OR EMBEDDED SOFTWARE. THE FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND INSTALLATION SERVICES ARE PROVIDED "AS IS" AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT .THIS DISCLAIMER OF SECTION 7.4 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 10.6, OR IF NO STATE IS MENTIONED IN SECTION 10.6, BY THE LAW OF THE STATE OF FLORIDA. 7.5 Insurance. Flock and Agency will each maintain commercial general liability policies with policy limits reasonably commensurate with the magnitude of their business risk. Certificates of Insurance will be provided upon request. 7.6 Force Majeure. Flock Safety is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third -party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, intemet service providers or any other third party or acts or omissions of Agency or any Authorized End User. 8. LIMITATION OF LIABILITY AND INDEMNITY 8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR FOOTAGE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE OR IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH THE FBI DATABASE; (D) FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (E) FOR CRIME PREVENTION; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY AGENCY TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF AN EMERGENCY, AGENCY SHOULD CONTACT 911 AND SHOULD NOT RELY ON THE SERVICES.THIS LIMITATION OF LIABILITY OF SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF DocuSign Envelope ID: D8420297-A7A1-4DA1-BE17-1DAA3B0F2685 ftock safety THE STATE MENTIONED IN SECTION 10.6, OR IF NO STATE IS MENTIONED IN SECTION 10.6, BY THE LAW OF THE STATE OF FLORIDA. 8.2 Additional No -Fee Term Requirements. IN NO EVENT SHALL FLOCK'S AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE COMPLIMENTARY NO -FEE TERM AS DESCRIBED IN SECTION 6.5 EXCEED $100, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. Except for Flock's wilful acts, Agency agrees to pay for Flock's attorneys' fees to defend Flock for any alleged or actual claims arising out of or in any way related to the No -Fee Term. 8.3 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, deputies, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable (if at all) only for the torts of its own officers, agents, or employees that occur within the scope of their official duties. Agency will not pursue any claims or actions against Flock's suppliers. 8.4 Indemnity. Agency hereby agrees to indemnify Flock for any damages, losses, liabilities, settlements and expenses in connection with any claim or action that arises from an alleged violation of Section 3.2, a breach of this Agreement, Agency's Installaation Obligations, Agency's sharing of any data in connection with the Flock system, Flock employees or agent or Non -Agency End Users, or otherwise from Agency's use of the Services, Hardware and any Software, including any claim that such actions violate any applicable law or third party right only to the extent that the claims are found to result from the sole negligence of Agency, its governing body, or its employees. This indemnification shall not be construed to be an indemnification for the acts or omissions of third parties, independent contractors or third -party agents of Agency. This indemnification shall not be construed as a waiver of Agency's sovereign immunity and shall be interpreted as limited to only such traditional liabilities for which Agency could be liable under the common law interpreting the limited waiver of sovereign immunity. Any claims against Agency must comply with the procedures found in §768.28, Florida Statues. In order to comply with the requirements of § 166241, Florida Statutes, and Article VII, section 10 of the Florida Constitution, the value of this indemnification is limited to the lesser of the amount payable by either party under the substantive provisions of this Agreement, or the limitations of §76828, Florida Statutes. In addition, this indemnification shall be construed to limit recovery by the indemnified party against Agency to only those damages caused by Agency's sole negligence, and specifically not include any attorney's fees or costs associated therewith. Although Fiock has no obligation to monitor Agency's use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 9. RECORD RETENTION 9.1 Data Preservation. The Agency agrees to store Agency Data and Non -Agency End User Data in compliance with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules. As part of Agency's consideration for paid access and no -fee access to the Flock System, to the extent that Flock is required by local, state or federal law to store the Agency Data or the Non -Agency End User Data, Agency agrees to preserve and securely store this data on Flock's behalf so that Fiock can delete the data from its servers and, should Flock be legally compelled by judicial or government order, Flock may retrieve the data from Agency upon demand. 10. MISCELLANEOUS 10.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 102 Assignment. This Agreement is not assignable, transferable or sublicensable by Agency except with Flock's prior written consent. Flock may transfer and assign any of its rights and obligations, in whole or in part, under this Agreement without consent DocuSign Envelope ID: D8420297-A7A1-4DA1-BE17-1DAA3B0F2685 ffock safety 10.3 Entire Agreement. This Agreement, together with the Order Form(s), the then -current Reinstall Policy (httpsJ/www.flocksafety.com/reinstall-fee-schedule), and Deployment Plan(s), are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. None of Agency's purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. 10.4 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Agency does not have any authority of any kind to bind Flock in any respect whatsoever. 10.5 Costs and Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. 10.6 Governing Law; Venue. This Agreement shall be governed by the laws of the State of Florida without regard to its conflict of laws provisions. To the extent that the arbitration language below does not apply, the federal and state courts sitting in the State of Florida will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement The parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement Any dispute arising out ot in connection with, or in relation to this agreement or the making of validity thereof or its interpretation or any breach thereof shall be determined and settled by arbitration in Atlanta, Florida by a sole arbitrator pursuant to the riles and regulations then obtaining of the American Arbitration Association and any award rendered therein shall be final and conclusive upon the parties, and a judgment thereon may be entered in the highest court of the forum, state or federal, having jurisdiction. The service of any notice, process, motion or other document in connection with an arbitration award under this agreement or for the enforcement of an arbitration award hereunder may be effectuated by either personal service or by certified or registered mail to the respective addresses provided herein. 10.7 Publicity. Unless otherwise indicated on the Order Form, Flock has the right to reference and use Agency's name and trademarks and disclose the nature of the Services provided hereunder in each case in business and development and marketing efforts, including without limitation on Flock's website. 10.8 Export. Agency may not remove or export from the United States or allow the export or re-export of the Flock 1P or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2:101, the Services, the Hardware, the Embedded Software and Documentation are "commercial items" and according to DFAR section 252.2277014(axl) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 10.9 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated Sections. 10.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 10.11 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the organizations and individuals they are representing. 10.12 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e- DocuSign Envelope ID: D8420297-A7A1-4DA1-BE17-1DAA3B0F2685 H'ock safety mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. DocuSign Envelope ID: D8420297-A7A1-4DA1-BE17-1DAA3B0F2685 Signature Page — Flock Safety / Government Agency Customer Agreement Countersigned: Frank Hibbard Mayor Approved as to form: 71a David Margolis City Attorney Flock Group, Inc. DocuSigned b_ 5n0, La4rawwt rSt- By: Name: Title: Date: 7aa21191wnaeai Alex Latraverse CITY OF CLEARWATER, FLORIDA By: Jon P. Jennifigs City Manager �^ tbr\G-rck \\G c� 1- cT Attest: Chief Revenue Officer 12/10/2021 j_-(LA-c.41/La,ILL- 04 -et Rosemarie Call City Clerk DocuSign Envelope ID: D8420297-A7A1-4DA1-BE17-1DAA3B0F2685 DocuSign Envelope ID: 21144D2E-E1 D0-499A-AC31-186B938D52D8 FLOCK GROUP INC. SERVICES AGREEMENT ORDER FORM This Order Form together with the Terms (as defined herein) describe the relationship between Flock Group Inc. ("Flock") and the customer identified below ("Agency") (each of Flock and Customer, a "Party"). This order form ("Order Form") hereby incorporates and includes the "GOVERNMENT AGENCY AGREEMENT' attached (the "Terms") which describe and set forth the general legal terms governing the relationship (collectively, the "Agreement" ). The Terms contain, among other things, warranty disclaimers, liability limitations and use limitations. The Agreement will become effective when this Order Form is executed by both Parties (the "Effective Date"). Agency: FL - Clearwater PD Legal Entity Name: Contact Name: Steven Baginski Address: 645 Pierce St Clearwater, Florida 33756 Phone: 727-562-4242 • E -Mail: steven.baginski®mycleatwater.com Expected Payment Method: Billing Contact: (if different than above) Initial Term: 12 months Renewal Term: 12 months (Option to Renew for up to 3 Years) Billing Term: Annual payment due Net 30 per terms and conditions DocuSign Envelope ID: D8420297-A7A1-4DA1-BE17-1DAA3B0F2685 DocuSign Envelope ID: 21144D2E-E1 D0 -499A AC31-186B938D52D8 Name Price QTY Subtotal Flock Falcon Camera $2,500.00 20.00 $50,000.00 Implementation Fee (Public) $0.00 20.00 $0.00 udes one-time fees) Year 1 Total $50,000.00 Recurring Total: $50,000.00 DocuSign Envelope ID: D8420297-A7A1-40A1-BE17-1DAA3B0F2685 DocuSign Envelope ID: 21144D2E-E1 DO-499A-AC31-186B938D52D8 I have reviewed and agree to the Customer Implementation Guide on Schedule B at the end of this agreement. By executing this Order Form, Agency represents and warrants that it has read and agrees all of the terms and conditions contained in the Terms attached. The Parties have executed this Agreement as of the dates set forth below. FLOCK GROUP, INC. Agency: FL - Clearwater PD r/DocuSigned by: I,trL By: Name: Title: Date: D743220216620461... Alex Latraverse chief Revenue officer 12/10/2021 By: Name: Title: Date: Chief Daniel Slaughter frock safety Let's defeat crime together. Customer Implementation Guide Law Enforcement Implementation Timeline Implementation Team Things to Consider when Picking Locations Customer Responsibilities: AC -Powered Cams Electrician Handout Electrician Installation Steps FAQs about AC -Powered Flock Cameras Installation Service Brief Permitting: Pre -Install Questionnaire Timeline Right of Way AC Power vs. Solar Traffic Control & Installation Methods Paperwork & Required Forms Contacts *Fee Schedule Help Center Customer Support Implementation Timeline This timeline provides general guidance and understanding of your installation process. While we typically complete installations 6-8 weeks after locations have been finalized, delays can occur as noted in the timeline below: Review Locations Finalize Locations Step 1 Step 2 Step 3 Step 4 Ongoing -as needed Confirm camera locations with your sales representative Flock: Your Sales representative will present several viable options for camera locations Customer: Review Deployment Plan & approve camera locations Please Note: If Public Works is required to move forward, please obtain approval. Prepare for finalized camera locations Flock: Confirm Deployment Plan and signed agreement. Flock will move forward with next steps for locations that don't need permits (minimum 10 locations needed to move forward with partial installation) Customer: Prepare the below items, as needed • If permits are required, begin application process • If cameras will be AC -powered, hire an electrician/street department Conduct On-site Survey & place flags: Flock: Rock technician conducts site survey to (1) evaluate solar or power access, (2) check line of sight to the road, and (3) evaluate cellular service in the area. When the technician deems the locations suitable, s/he will place a white flag at each spot. Please note: If the initially determined locations don't meet Flock standards, we will evaluate a new location, obtain customer approval, and redo a site survey. This may push timeline for installation. Call 811 Flock: Flock Safety will coordinate with Call 811 to mark each camera location for underground utilities within a 10 -foot radius. Please Note: Call811 is a government service, so turnaround times may vary and is outside of Flock control Schedule installation; Flock: Flock will (1) ship any site specific materials that the technician does not have locally (2) schedule the installation date Install & Validate Cameras Flock: After installation, your Customer Success Manager will confirm that cameras are capturing footage well and functioning properly. They will then give you full access to the system along with helpful training resources. Finalize any Installation needs Flock: While we typically complete installations within 4 weeks of finalizing locations, delays may occur due to external factors. In these instances, we will continue to work through this process until your cameras are fully installed and operational. 1 Implementation Team Implementation Team How they will support you Project Manager Your Project Manager is your primary contact during camera installation. • Your project manager will guide through the entire installation process, keeping you apprised of all implementation updates as well as answer any questions you have during this time. They will ensure that all the cameras are on the ground and operating for at least 48 hours before they transition you to your Customer Success Manager. Field Operations Team • The Field Operations team is responsible for the physical installation and maintenance of cameras and associated equipment provided by Flock. This includes a large team of technicians, schedulers, and many others involved in ensuring the delivery of the product. • They take the technical plan you finalized with Product Implementation and work closely with other teams at Flock to make sure that the cameras are installed quickly and safely, and in a way that maximizes the opportunity to solve crime at a specific location. • *Note*: For all Installation questions or concerns, please always direct them to your Customer Success Manager and not to the technician. Product Implementation Specialist Your Product Implementation Specialist is your technical product expert. They will help translate your goal for using Flock Safety cameras into a technical plan that can be executed and enable you to solve crime. Your specialist will work your Sales Rep to: • Review the cameras in your deployment • Ensure that the deployment plan is set up for success from a technological standpoint in addition to meeting your goals for the product • If any of your locations require permits, a member of the Product Implementation team will assist you in packaging your application(s). 2 Relationship Team Customer Success Manager Flock Safety Support How they will support you Your Customer Success Manager is your strategic partner for your lifetime as a Flock customer. While the cameras are getting installed, your CSM will help get your account setup and get all key users trained on the system. Post Camera -Installation, your CSM will be your go to for most account related needs: You should reach out to them to: • Set up Account Training • Understand benefits of features • Learning best practices for getting relevant data • Identifying opportunities to expand the security network in your area • Provide feedback on your partnership with Flock The Flock Safety Support team is committed to answering all your day-to-day questions as quickly as possible. To get in touch with support, simply email support(flocksafety.com. Support can help you: • Request camera maintenance • Troubleshoot online platform • Contract / Billing questions • Update account information • Camera Sharing questions • Quick "How to" questions in your Flock Account Please Note: On some occasions, third parties outside of Flock Safety may be (or need to be) involved in your implementation. Outside Party When they may be involved Electrician/Street Department If the Flock cameras need to be AC powered, you (customer) are responsible for providing an electrician to ensure power connectivity Public Works (LE) To weigh in on use of public Right of Ways or property Department of Transportation (DOT), City, or County agencies If installation in your area requires permitting 3 Things to Consider when Picking Locations Falcon Cameras • Use Cases o Flock LPRs are designed to capture images of rear license plates, aimed in the direction of traffic. o Flock LPRs are not designed to capture pedestrians, sidewalks, dumpsters, gates, other areas of non -vehicle traffic, intersections • Placement o They capture vehicles driving away from an intersection. o They cannot point into the middle of an intersection. o They should be placed after the intersection, to prevent stop and go motion activation, or "stop and go" traffic. • Mounting o They can be mounted on existing utility, light, or traffic signal poles, or 12 foot Flock poles. **NOTE** Permitting (or permission from pole owner) may be required in order to use existing infrastructure or install in specific areas, depending on local regulations & policies. o They should be mounted one per pole*. If using AC power, they can be mounted 2 per pole. ■ *Cameras need sufficient power. Since a solar panel is required per camera, it can prevent sufficient solar power if 2 cameras and 2 solar panels were on a single pole (by blocking visibility). Therefore if relying on solar power, only one camera can be installed per pole. • They can be powered with solar panels or direct wire -in AC Power (no outlets). **NOTE** Flock does not provide Electrical services. The agency or community must work with an electrician to wire the cameras once installed. Electrician services should be completed within 2 days of installation to prevent the camera from dying. • They will require adequate cellular service using AT&T or T -Mobile to be able to process & send images Solar Panels • Solar panels need unobstructed southern -facing views Pole • If a location requires a "DOT Pole" (i.e. not Flock standard pole) the implementation cost will be $750/camera. 4 Customer Responsibilities: AC -Powered Cams In the event the Flock cameras need to be AC -powered, the customer is responsible for acquiring an electrician and ensuring they connect the camera to power. See steps 2 and 6 below. frock safety Let's defeat crime together. - Don't Let Access to Solar Limit Your Power Needs The Flock Safety license plate reading camera system can leverage AC power to help your community solve crime no matter the location. Easy to Use Install Power Kit Work with Local Electricians Efficient Quote & Installation Process How to Get Started with a Powered Install 1. Create a Deployment Plan Work with Flock to select the best location(s) for your cameras and power sources. 2. Acquire an Electrical Quote Contact an electrician to receive a quote to run 120volt AC power to the camera. 3. Sign Flock Safety Agreement Sign the Flock Safety purchase order to begin the installation of the cameras. 4. Conduct Site Survey Flock will mark camera locations, locate underground utilities and mark if present. 5. Install Camera Flock will install the camera and AC power kit at the specified camera location. 6. Connect Camera to Power Notify the electrician that the camera is ready for the power connection installation. Block safety 1 www.flocksafety.com 1 866-901-1781 Visit flocksafety.com/power-install for the full plan, FAQs & to get started! 5 Electrician Handout Electrician Installation Steps 1. Run AC cable and conduit to the box according to NEC Article 300 and any applicable local codes. The gland accepts 1/2" conduit 2. Open the box using hinges 3. Connect AC Mains per wiring diagram below: a. Connect AC Neutral wire to the Surge Protector white Neutral wire using the open position on the lever nut. b. Connect AC Line wire to the Surge Protector black Line wire using the open position on the lever nut. c. Connect AC Ground wire to the Surge Protector green ground wire using the open position on the lever nut. 4. Verify that both the RED LED is lit on the front of the box 5. Close box and zip tie the box shut with the provided zip tie 6. While still on site, call Flock who will remotely verify that power is working correctly: Southeast Region - (678) 562-8766 West -Region - (804) 607-9213 Central & NE Region - (470) 868-4027 120VAC FROM LIGHT POLE SURGE PROTECTOR L L COO CONVERTER 24V 60W RED PANEL LIGHT CAMERA ACEI ACM V. W V- v. R 6 FAQs about AC-Powered Flock Cameras What voltage is supported? The AC kit is designed to work with 120VAC infrastructure by default. A 240VAC version is available on request. - How much power does this consume? Peak current draw is 1.5 A at 120VAC. Average power draw is roughly 30W in high traffic conditions, but may be lower when less vehicles are present. - Who is responsible for contracting the electrician? The customer is responsible for contracting an electrician. We can help answer questions, but the customer is responsible for identifying and contracting an electrician. Who is responsible for maintenance? Flock will handle all maintenance related to the camera and power equipment installed by Flock. However, any problems with the electrical supply are the responsibility of the customer. The AC junction box has two lights to indicate the presence of power and make it easy for quick diagnosis if there is a problem related to the AC power source. - In the event the camera indicates to Flock that there is a power supply problem, Flock will notify the customer and request that the customer verify the lights on the AC junction box. If the AC Source light is illuminated, Flock will send a technician to investigate. If the AC source light is not illuminated the customer should check any GFCI's or breakers in the supply circuit or call the electrician who installed the power supply. - How much does it cost? Work required to bring AC power to each location will be different, so exact pricing is not possible. The primary driver of cost is the distance from AC power source to the intended camera location. - What information do I need to provide my electrician? The Flock deployment plan and these work instructions should be sufficient to secure a quote. It will be helpful if you know the location of existing power infrastructure before creating the deployment plan. - Can you plug into my existing power outlet? The Flock AC power adapter does not use a standard outlet plug, but must be directly wired into the power mains. While using outlet plugs may be convenient, they can easily be unplugged presenting a tampering risk to this critical safety infrastructure. If an outlet is close to the camera, the electrician can route power directly to the camera with a direct wire-in connection. - How long does this process typically take? The installation process typically takes 6-8 weeks. In order to accelerate the process, be sure to have the electrician perform his work shortly after the Flock technician finishes installing the camera. - What kind of electrician should I look for? Any licensed electrician should be able to perform this work, though we have found that those who advertise working with landscape lighting are most suited for this work. - What happens if the electrician damages the equipment? The customer is responsible for contracting the electrician. Any liability associated with this work would be assumed by the customer. If any future work is required at this site due 7 to the electrical infrastructure or the work performed by the electrician would be the responsibility of the customer. - When should the electrician perform his work? Once Flock installs the camera, you will receive an email alert letting you know that this has been completed. After this, you will need to schedule the electrician to route power to the pole. - What if my electrician has questions about Flock's AC Kit? You should share the AC -Power Kit Details packet with the electrician if they have questions What if the AC power is on a timer? Sometimes the AC power will be on a timer (like used for exterior lighting). Flock requires that the AC power provided to the camera be constant. The source that the electrician uses must not be on a timing circuit. 8 Installation Service Brief Below outlines the statement of work for the Flock Camera Installation: What is covered by Flock What is NOT covered by Flock Special note Flock Cameras & Online Platform Traffic Control and any associated costs Mounting Poles *DOT Approved Pole cost Electrician & ongoing electrical costs AC Power Kit (as needed) Engineering Drawings Solar Panels (as needed) Relocation Fees exc. changes during initial installation Site Surveys and Call 811 Scheduling Contractor licensing fees Installation Labor Costs Permit application processing fees Customer Support / Training Specialist mounting equipment Including, but not limited to, **MASH poles or adapters Cellular Data Coverage Bucket trucks Maintenance Fees (review Fees She-- for more Loss, theft, damage to Flock equipment details) Data storage for 30 days Camera downtime due to power outage Only applicable for AC -powered cameras *if a location requires a "DOT pole" (i.e. not our standard) the implementation cost will be $750/camera; This cost is applicable for installations in GA, IL, SC, TN, and CA. **MASH poles: Manual for Assessing Safety Hardware (MASH) presents uniform guidelines for crash testing permanent and temporary highway safety features and recommends evaluation criteria to assess test results 9 Permitting: Pre -Install Questionnaire 1. Timeline o In Flock Safety's experience, in-depth permitting requirements can add 2+ months to the installation timeline. Law enforcement agencies and city governments can work with their local Public Works or Department of Transportation offices directly to help expedite the process. When Flock Safety customers manage the permitting processes, results tend to come more quickly. o Is your agency able to own the permitting process with Flock Safety's assistance? 2. Right of Way o Will any of the Flock Safety cameras be installed on city, state or power company owned poles or in city, county, or state Right of Way (RoW)? ■ What is the RoW buffer? ■ Will additional permits or written permission be required from third -party entities (such as DOT, power company, public works, etc)? o Will any cameras be installed on city -owned traffic signal poles (vertical mass)? ■ If yes, please provide heights/photos to determine if a bucket truck is needed for the installation. • Note: If height is greater than 15 feet tall, a bucket truck is required. 3. AC Power vs. Solar o If AC powered, is there a 120V power source available, and is there access to an electrician who can connect the existing wire to the Flock Safety powered installation kit? (link) o If solar powered, consider the size of the solar panel and potential to impact visibility of DOT signs/signals: ■ Single Panel: 21.25" x 14" x 2" (Length x Width x Depth) ■ Double Panel: 21.25" x 28" x 2" (LxWxD) 4. Traffic Control & Installation Methods o If a bucket truck is required, this typically necessitates a full lane to be blocked in the direction of travel. Can you provide a patrol car escort, or will full traffic control be required? ■ Note: If traffic control is required, you may incur additional costs due to city/state requirements; Fees will be determined by quotes received. o If full traffic control required (cones, arrowboards, etc.): 10 ■ Will standard plans suffice, or are custom plans needed? Custom plans can double the cost, while standard plans can be pulled from the Manual of Uniform Traffic Control Devices (MUTCD). ■ Will a non -sealed copy of the traffic plan suffice? Or does the traffic plan need to be sealed and/or submitted by a professional engineer? ■ Are there state -specific special versions/variances that must be followed? o If a bucket truck is not required, the shoulder or sidewalk should suffice and enable Flock Safety to proceed without traffic control systems in place. ■ Note: In some states (Le. California), sidewalks may require signage. If signage is mandatory, Will your Public Works department be able to assist? 5. Paperwork & Required Forms o Flock Safety will need copies of paperwork to complete prior to proceeding (ex. business license applications, encroachment permit applications). We can save critical time by gathering these documents upfront. We appreciate your assistance in procuring these. 6. Contacts o If Flock Safety will need to interface directly with the departments, please share the contact information of the following departments: ■ Permitting ■ Public Works ■ Traffic Department 11 *Fee Schedule After a deployment plan with Designated Locations and equipment has been agreed upon by both Flock and the Customer, any subsequent changes to the deployment plan ("Reinstalls") will incur a fee per the table below. These changes include but are not limited to camera re -positioning, adjusting of camera mounting, re -angling, removing foliage, camera replacement, changes to heights of poles, regardless of whether the need for Reinstalls related to vandalism, weather, theft, lack of criminal activity in view, and the like. Flock Safety shall have full discretion on decision to reinstall Flock Hardware. All fees are per reinstall or required visit (in the case that a reinstall is attempted but not completed) and include labor and materials. If you have any questions, please email supportna flocksafety.com. *Below fee schedule is subject to change; see HERE for the most up to date information Reinstall or job type Reinstall fee Camera or pole relocation $150 Camera replacement as a result of vandalism, theft, or third party damage $500 Pole replacement as a result of vandalism, theft, or third party damage S150 Pole upgrade 5300 Angle Adjustment - Customer request 5125 Installation of additional Flock Safety sign (including cost of sign) 5100 Convert camera to use of electrical outlet (excluding cost of electrical work) 5150 Other site visit/technician visit that does not result in a reinstall being required 5150 12 Billing 5.1b Falcon Fees. For Falcon products during the Initial Term, Agency will pay Flock fifty percent (50%) of the first Usage Fee, the Implementation Fee and any fee for Hardware (as described on the Order Form, together the "Initial Fees") as set forth on the Order Form on or before the 30th day following receipt of initial invoice after Effective Date. Upon commencement of installation, Flock will issue an invoice for twenty-five percent (25%) of the Initial Fees, and Agency shall pay on or before 30th day following receipt of invoice. Upon completion of installation, Flock will issue an invoice for the remaining balance and Agency shall pay on or before 30th day following receipt of final invoice. Flock is not obligated to commence the Installation Services unless and until the first payment has been made and shall have no liability resulting from any delay related thereto. For a Renewal Term, as defined below, Agency shall pay the entire invoice on or before the anniversary of the Effective Date 6.1 b Falcon Term. Subject to earlier termination as provided below, the initial term of this Agreement shall be for the period of time set forth on the Order Form (the "Initial Term"). The Term shall commence upon first installation and validation of a Unit. Following the Initial Term, unless otherwise indicated on the Order Form, this Agreement will automatically renew for successive renewal terms for the length set forth on the Order Form (each, a "Renewal Term", and together with the Initial Term, the "Service Term") unless either party gives the other party notice of non -renewal at least thirty (30) days prior to the end of the then -current term. 13 Help Center Our Help Center is filled with tons of resources to help you navigate through the online platform. Below you will find some common questions and their relevant help article: How do I search camera footage? How do 1 add a user? How do I add a vehicle to my own Hot List? How do I enable browser notifications for Hot List alerts? How do I get text alerts for Hot List? How do 1 request camera access from other nearby agencies? How do I use the National Lookup to search for a plate? (National Lookup - network of law enforcement agencies that have opted to allow their network of Flock cameras to be used for searches) How do I reset my / another user's password? Customer Support You can reach our customer support team anytime by emailing supportCcilflocksafety.com. They can help answer any "How -To" questions you may have. 14 frock safety Sole Source Letter for Flock Safety ALPR Cameras and Solution Flock Safety is the sole manufacturer and developer of the Flock Safety ALPR Camera. Flock Safety is also the sole provider of the comprehensive monitoring, processing, and machine vision services which integrate with the Flock Safety ALPR Camera. The Flock Safety ALPR camera is the only Law Enforcement Grade ALPR System to offer the following combination of proprietary features: • Patented proprietary machine vision to analyze vehicle license plate, state recognition, vehicle color, vehicle type, vehicle make and objects (roof rack, unique hubcap, etc.) based on image analytics (not car registration data) • Machine vision to capture and identify characteristics of vehicles with a paper license plates and vehicles with the absence of a license plate • Ability to capture two (2) lanes of traffic simultaneously with a single camera from a vertical mass • Ability to 'Save Search' based on description of vehicles using our patented Vehicle Fingerprint Technology without the need for a license plate, and set up alerts based on vehicle description • Wireless deployment of license plate reading cameras with integrated cellular communication weighing Tess than 5Ibs and able to be powered solely by a solar panel of 60W or less • Best in class ability to capture and process up to 30,000 vehicles per day with a single camera powered exclusively by solar power • One -of -a -kind "Transparency Portal" public -facing dashboard that details the policies in place by the purchaser, as well as automatically updated metrics from the Flock system • On device machine processing to limit LTE bandwidth consumption • Cloud storage of footage • Direct integration with Axon Evidence.com (Flock is the only Axon LPR integration partner) • Integration of onboard cameras on all Police Vehicles with Flock System • Share data across Law Enforcement Departments on a National level • Web based footage retrieval tool with filtering capabilities such as vehicle color, vehicle type, vehicle manufacturer, partial or full license plate, state of license plate, and object detection • Utilizes motion capture to start and stop recording without the need for a reflective plate • Motion detection allows for unique cases such as bicycle capture, ATV, motorcycle, etc. • Privacy controls to enable certain vehicles to "opt -out" of being captured 1170 Howell Mill Rd. NW • Suite 210, Atlanta, GA 30318 H'ock safety • Performance monitoring software to predict potential failures, obstructions, tilts, and other critical or minor issues • Natively integrated audio and gunshot detection capabilities • Covert industrial design for minimizing visual pollution • Lifetime maintenance and support included in subscription price • Access to additional cameras purchased by our HOA and private business partners, means an ever-increasing amount of cameras and data at no additional cost • Flock Safety is the only fully integrated ALPR one-stop solution from production of the camera to delivery and installation -64-, Thank you, Garrett Langley CEO, Flock Safety 1170 Howell Mill Rd. NW • Suite 210, Atlanta, GA 30318