AGR-7668 - INSIGHT PUBLIC SECTOR INC - ALPR FLOCK SAFETY CAMERAS AND SOLUTION SERVICES FOR ORANGE POLICE DEPARTMENT - MARCH 26, 2024DocuSign Envelope ID:8B9CE227-66D2.4473-9A64-FCA2063CDE81
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AGR-7668 sr
PROFESSIONAL SERVICES AGREEMENT
ALPR Cameras and Solution Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange,California,on this 26th day of March 2024(the"Effective Date")by and
between the CITY OF ORANGE, a municipal corporation ("City"), and INSIGHT PUBLIC
SECTOR, INC., an Illinois corporation("Contractor"),who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement,
Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit"A,"
which is attached hereto and incorporated herein by reference. As a material inducement to City
to enter into this Agreement,Contractor represents and warrants that it has thoroughly investigated
and considered the scope of services and fully understands the difficulties and restrictions in
performing the work. The services which are the subject of this Agreement are not in the usual
course of City's business and City relies on Contractor's representation that it is independently
engaged in the business of providing such services and is experienced in performing the work.
Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner
in conformance with the standards of quality normally observed by an entity providing such
services to a municipal agency. All services provided shall conform to all federal, state and local
laws, rules and regulations and to the best professional standards and practices. The terms and
conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A"
to the contrary.
Kevin Plog,Lieutenant("City's Project Manager"),shall be the person to whom Contractor
will report for the performance of services hereunder. It is understood that Contractor's
performance hereunder shall be under the supervision of City's Project Manager (or his/her
designee), that Contractor shall coordinate its services hereunder with City's Project Manager to
the extent required by City's Project Manager, and that all performances required hereunder by
Contractor shall be performed to the satisfaction of City's Project Manager and the City Manager.
2. Compensation and Fees.
a.Contractor's total compensation for all services performed under this
Agreement, shall not exceed THREE HUNDRED NINETY-NINE THOUSAND NINE
HUNDRED EIGHTY DOLLARS and 00/100 ($399,980.00) without the prior written
authorization of City.
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
c.In addition to the scheduled services to be performed by the Contractor,the
parties recognize that additional,unforeseen work and services may be required by City's Project
Manager. In anticipation of such contingencies, the sum of TWELVE THOUSAND DOLLARS
and 00/100 ($12,000.00) has been added to the total compensation of this Agreement. City's
DocuSign Envelope ID:8B9CE227-66172-4473-9A64-FCA2063CDE81
Project Manager may approve the additional work and the actual costs incurred by the Contractor
in performance of additional work or services in accordance with such amount as City's Project
Manager and the Contractor may agree upon in advance. Said additional work or services and the
amount of compensation therefor, up to the amount of the authorized contingency, shall be
memorialized in the form of an Amendment to Agreement approved by the City Manager on a
form acceptable to the City Attorney. The Contractor agrees to perform only that work or those
services that are specifically requested by the City's Project Manager. Any and all additional work
and services performed under this Agreement shall be completed in such sequence as to assure
their completion as expeditiously as is consistent with professional skill and care in accordance
with a cost estimate or proposal submitted to and approved by City's Project Manager prior to the
commencement of such services.
d. The total amount of compensation under this Agreement, including
contingencies, shall not exceed FOUR HUNDRED ELEVEN THOUSAND NINE HUNDRED
EIGHTY DOLLARS and 00/100 ($411,980.00).
3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
b. All such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent and any extra work performed.
c.City will pay Contractor the amount invoiced within thirty (30) days of
receipt of all deliverables.
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the
services to be performed and compensation therefor. All amendments shall set forth the changes
of work,extension of time,and/or adjustment of the compensation to be paid by City to Contractor
and shall be signed by the City's Project Manager, City Manager or City Council, as applicable.
5. Licenses. Contractor represents that it and any subcontractors it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Contractor and its subcontractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
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6. Independent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and not an employee of City. City shall have the
right to control Contractor only insofar as the result of Contractor's services rendered pursuant to
this Agreement. City shall not have the right to control the means by which Contractor
accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and
expense, furnish all facilities, materials and equipment which may be required for furnishing
services pursuant to this Agreement. Contractor shall be solely responsible for, and shall
indemnify, defend and save City harmless from all matters relating to the payment of its
subcontractors, agents and employees, including compliance with social security withholding and
all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Contractor acknowledges that it and any subcontractors, agents or employees employed by
Contractor shall not,under any circumstances,be considered employees of City,and that they shall
not be entitled to any of the benefits or rights afforded employees of City,including,but not limited
to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or
health, life, dental, long-term disability or workers'compensation insurance benefits.
7. Contractor Not Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Designated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit"A," shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Contractor
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Time of Completion. Except as otherwise specified in Exhibit "A," Contractor
shall commence the work provided for in this Agreement in accordance with the time period set
forth in Exhibit "A" hereto or as otherwise agreed to by and between the representatives of the
parties.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall
do all things necessary and incidental to the prosecution of Contractor's work.
12. Reserved.
13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its
control, other than those delays caused by City, shall be an extension of time. No matter what the
cause of the delay,Contractor must document any delay and request an extension of time in writing
at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the
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length of the delay outside Contractor's control. If Contractor believes that delays caused by City
will cause it to incur additional costs, it must specify, in writing, why the delay has caused
additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No
additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above,
absent a written amendment to this Agreement.
14. Products of Contractor. The documents, studies, evaluations, assessments,41,
reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products
produced or provided by Contractor for this Agreement shall become the property of City upon
4'
receipt. Contractor shall deliver all such products to City prior to payment for same. City may
use,reuse or otherwise utilize such products without restriction.
15. Equal Employment Opportunity. During the performance of this Agreement,
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, mental or physical disability, or
any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include,but not be limited to the following: employment,upgrading,demotion
or transfer,recruitment or recruitment advertising,layoff or termination,rates of pay or other forms
of compensation and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
c.Contractor shall cause the foregoing paragraphs(a)and(b)to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
17. Indemnity.
a. To the fullest extent permitted by law, Contractor agrees to indemnify,
defend and hold City, its City Council and each member thereof, and the officers, officials, agents
and employees of City (collectively the"Indemnitees") entirely harmless from all liability arising
out of:
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1) Any and all claims under workers' compensation acts and other
employee benefit acts with respect to Contractor's employees or Contractor's subcontractor's
employees arising out of Contractor's work under this Agreement, including any and all claims
under any law pertaining to Contractor or its employees' status as an independent contractor and
any and all claims under Labor Code section 1720 related to the payment of prevailing wages for
public works projects; and
2) Any claim, loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission other than a professional act or omission of
Contractor, or person, firm or corporation employed by Contractor, either directly or by
independent contract, including all damages due to loss or theft sustained by any person, firm or
corporation including the Indemnitees, or any of them, arising out of, or in any way connected
with the work or services which are the subject of this Agreement, including injury or damage
either on or off City's property; but not for any loss, injury, death or damage caused by the active
negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall
indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted
against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. To the fullest extent permitted by law, and as limited by California Civil
Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability
arising out of any claim, loss, injury to or death of persons or damage to property to the extent
caused by its negligent professional act or omission in the performance of professional services
pursuant to this Agreement.
c.Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission,or termination of this Agreement, and shall continue to be binding and in full force and
effect in perpetuity with respect to Contractor and its successors.
18. Insurance.
a. Contractor shall carry workers' compensation insurance as required by law
for the protection of its employees during the progress of the work. Contractor understands that it
is an independent contractor and not entitled to any workers' compensation benefits under any
City program.
b. Contractor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the
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insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover
bodily injury, death and property damage and be written on an occurrence basis.
c.Contractor shall maintain during the life of this Agreement, the following
minimum amount of automotive liability insurance: the greater of(1) a combined single limit of
One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or
available to Contractor. Said insurance shall cover bodily injury, death and property damage for
all owned,non-owned and hired vehicles and be written on an occurrence basis.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be available
to City. No representation is made that the minimum insurance requirements of this Agreement
are sufficient to cover the obligations of Contractor under this Agreement.
e. Each policy of general liability and automotive liability shall provide that
City, its officers, officials, agents, and employees are declared to be additional insureds under the
terms of the policy, but only with respect to the work performed by Contractor under this
Agreement. A policy endorsement to that effect shall be provided to City along with the certificate
of insurance. In lieu of an endorsement,City will accept a copy of the policy(ies)which evidences
that City is an additional insured as a contracting party. The minimum coverage required by
Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability
insurance that is provided as part of the general or automobile liability minimums set forth herein
shall be maintained for the duration of the Agreement.
f.Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of Five Million Dollars ($5,000,000) per claim. Contractor agrees to keep
such policy in force and effect for at least five (5) years from the date of completion of this
Agreement.
g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City,which
shall provide that the insurance in force will not be canceled or allowed to lapse without at least
ten(10) days' prior written notice to City.
i.Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to
conduct the pertinent line of insurance business in California and having a rating of Grade A or
better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
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licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best rating.
j Contractor shall immediately notify City if any required insurance lapses or
is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurance or self-insure the risk and charge Contractor for such
costs and any and all damages resulting therefrom, by way of set-off from any sums owed
Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for which
it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.
Contractor hereby grants to City,on behalf of any insurer providing insurance to either Contractor
or City with respect to the services of Contractor herein,a waiver of any right to subrogation which
any such insurer may acquire against City by virtue of the payment of any loss under such
insurance.
1.Contractor shall include all subcontractors, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each subcontractor to City for
review and approval. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
19. Termination. City may for any reason terminate this Agreement by giving
Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such
notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily
provided and all allowable reimbursements incurred to the date of termination in compliance with
this Agreement, unless termination by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
records") pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Contractor's records regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3)years after termination or completion of
this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during normal business hours and upon three(3)days' notice from City,and copies thereof
shall be furnished if requested.
21. Compliance with all Laws/Immigration Laws.
a.Contractor shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
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b. If the work provided for in this Agreement constitutes a"public works,"as
that term is defined in Section 1720 of the California Labor Code,for which prevailing wages must
be paid, to the extent Contractor's employees will perform any work that falls within any of the
classifications for which the Department of Labor Relations of the State of California promulgates
prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it,
shall pay not less than the specified prevailing rates of wages to all such workers. The general
prevailing wage determinations for crafts can be located on the website of the Department of
Industrial Relations (www.dir.ca.gov/DLSR). Additionally,to perform work under this Contract,
Contractor must meet all State registration requirements and criteria,including project compliance
monitoring.
c.Contractor represents and warrants that it:
1) Has complied and shall at all times during the term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitation, the Immigration Reform and Control Act of 1986
IRCA); and
2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement; and
3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Contractor's
employees; and
4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form 1-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to make the
same representations and warranties as set forth in Subsection 21.c.
e.Contractor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide,to the reasonable satisfaction of City,verification
that all such employees are eligible to work in the United States. All costs associated with such
verification shall be borne by Contractor. Once such request has been made, Contractor may not
change employees working under this Agreement without written notice to City, accompanied by
the verification required herein for such employees.
f.Contractor shall require all subcontractors or sub-consultants to make the
same verification as set forth in Subsection 21.e.
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g. If Contractor or subcontractor knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
follow federal laws to determine the status of such employee,that shall constitute a material breach
of this Agreement and may be cause for immediate termination of this Agreement by City.
h. Contractor agrees to indemnify and hold City, its officers, officials, agents
and employees harmless for, of and from any loss, including but not limited to fines,penalties and
corrective measures City may sustain by reason of Contractor's failure to comply with said laws,
rules and regulations in connection with the performance of this Agreement.
22. Governing Law and Venue. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Contractor agrees to submit to the
jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County, California.
23. Integration. This Agreement constitutes the entire agreement of the parties. No
other agreement,oral or written,pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either party may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3) days of deposit in the U.S. Mail,whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
CONTRACTOR" CITY"
Insight Public Sector, Inc. City of Orange
2701 E Insight Way 300 E. Chapman Avenue
Chandler, AZ 85286-1930 Orange, CA 92866-1591
Attn.: Erica Falchetti Attn.: Kevin Plog
Telephone: (480) 333-3071 Telephone: (714) 744-7356
E-Mail: erica.falchetti@insight.com E-Mail: kplog@orangepd.org
25. Counterparts. This Agreement may be executed in one or more counterparts,each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
Signatures on next page]
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IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
CONTRACTOR" CITY"
INSIGHT PUBLIC SECTOR, INC., CITY OF ORANGE, a municipal corporation
an Illinois corporation
DocuSigned by: DocuSigned by:
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Y 64F36E6C1F6D470 Y 02D8813777i120457 .
Printed Name: Lisanne Steinheiser Daniel R. Slater, Mayor
Title: Global Compliance Officer
By: ATTEST:
Printed Name: DocuSigned by:
Title:
D82QEnCB013U434..
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
DocuSigned by:
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Mike Vigliotta, City Attorney
NOTE:City requires the following signature(s) on behalf of the Contractor:
1) the Chairman of the Board, the President or a Vice-President,AND (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement, must be provided to
City.
VNA
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EXHIBIT "A"
SCOPE OF SERVICES
Beneath this sheet.]
DocuSign Envelope ID:8B9CE227-66D2-4473-9A64-FCA2063CDE81
i• INSIGHT PUBLIC SECTOR SLED Page 1 of 3
InsightE• 2701 E INSIGHT WAY
PUBLIC SECTOR
CHANDLER AZ 85286-1930
Tel: 800-467-4448
SOLD-TO PARTY 10274998 Quotation
CITY OF ORANGE CA
300 E CHAPMAN AVE
ORANGE CA 92866-1508
Quotation Number : 0227212505
Document Date : 12-MAR-2024
PO Number
SHIP-TO PO release:
CITY OF ORANGE POLICE DEPARTMENT
Sales Rep Cathy Chapman
1107 N BATAVIA ST Email CATHY.CHAPMAN@INSIGHT.COM
ORANGE CA 92867-4615 Telephone
We deliver according to the following terms:
Payment Terms Net 30 days
Ship Via Insight Assigned Carrier/Ground
Terms of Delivery FOB DESTINATION
Currency USD
Customer understands, accepts and agrees that this purchase is subject to Flock Safety's End User License Agreement, available
at: https://www.flocksafety.com/terms-and-conditions-eula
TERM LENGTH: 24 Months -$399,980.00 plus applicable tax will be invoiced upon issuance of PO
TERM START: Unless otherwise noted, the Term shall commence upon first installation and validation of Flock Hardware
Material Material Description Quantity Unit Price Extended Price
PARTNER-MDS-PO MANUAL PO-SALES NOTES TO PURCHASING 1
OMNIA PARTNERS(COBB COUNTY) IT PRODUCTS AND
SERVICES(#23-6692-03)
Solution includes the following:
PS-IMP-EXST FLOCK GROUP PROFESSIONAL SERVICES 43 150.00 6,450.00
EXISTING
INFRASTRUCTURE MOUNTING SERVICE
OMNIA PARTNERS (COBB COUNTY) IT PRODUCTS AND
SERVICES(#23-6692-03)
List Price: 195.99
Discount: 23.465%
PS-IMP-ELECTRIC FLOCK PROFESSIONAL SERVICES- 13 1,250.00 16,250.00
ELECTRICAL
IMPLEMENTATION FEE
OMNIA PARTNERS (COBB COUNTY) IT PRODUCTS AND
SERVICES(#23-6692-03)
List Price: 1631.99
Discount: 23.406%
FOS-ADVANCED-T5 FLOCK OS ADVANCED(101-200 OFFICERS) 1 15,000.00 15,000.00
Coverage Dates: 12-MAR-2024- 11-MAR-2025
OMNIA PARTNERS(COBB COUNTY) IT PRODUCTS AND
SERVICES(#23-6692-03)
List Price: 16598.99
Discount: 9.633%
Docuslgn Envelope ID:8B9CE227-66D2-4473-9A64-FCA2063CDE81
Ti•Quotation Number 227212505InsightDocumentDate12-MAR-2024
PUBLIC SECTOR
Page 2 of 3
Material Material Description Quantity Unit Price Extended Prig
FLCK-WINGVMS-T2 FLOCK WING VMS 100-249 STREAMS 235 24.00 5,640.00
Coverage Dates: 12-MAR-2024- 11-MAR-2025
OMNIA PARTNERS(COBB COUNTY) IT PRODUCTS AND
SERVICES(#23-6692-03)
List Price: 26.99
Discount: 11.078%
FLCK-FALCON-2-LE FLOCK GROUP FALCON INFRASTRUCTURE- 43 3,000.00 129,000.00
FREE(SOLAR
POWER+LTE), LICENSE PLATE RECOGNITION
CAMERA WITH VEHICLE FINGERPRINT TM
TECHNOLOGY
MACHINE LEARNING SOFTWARE AND REAL-
TIME
ALERTS FOR UNLIMITED USERS
Coverage Dates: 12-MAR-2024- 11-MAR-2025
OMNIA PARTNERS (COBB COUNTY) IT PRODUCTS AND
SERVICES(#23-6692-03)
List Price: 3319.99
Discount: 9.638%
FLCK-CONDOR-PTZ Flock's Software Service&Support-Live 13 3,000.00 39,000.00
Streaming& Video Recording
Coverage Dates: 12-MAR-2024- 11-MAR-2025
OMNIA PARTNERS (COBB COUNTY) IT PRODUCTS AND
SERVICES(#23-6692-03)
List Price: 3319.99
Discount: 9.638%
FOS-ADVANCED-T5 FLOCK OS ADVANCED(101-200 OFFICERS) 1 15,000.00 15,000.00
Coverage Dates: 12-MAR-2025- 11-MAR-2026
OMNIA PARTNERS(COBB COUNTY) IT PRODUCTS AND
SERVICES(#23-6692-03)
List Price: 16598.99
Discount: 9.633%
FLCK-WINGVMS-T2 FLOCK WING VMS 100-249 STREAMS 235 24.00 5,640.00
Coverage Dates: 12-MAR-2025-11-MAR-2026
OMNIA PARTNERS (COBB COUNTY) IT PRODUCTS AND
SERVICES(#23-6692-03)
List Price:26.99
Discount: 11.078%
FLCK-FALCON-2-LE FLOCK GROUP FALCON INFRASTRUCTURE- 43 3,000.00 129,000.00
FREE(SOLAR
POWER+LTE), LICENSE PLATE RECOGNITION
CAMERA WITH VEHICLE FINGERPRINT TM
TECHNOLOGY
MACHINE LEARNING SOFTWARE AND REAL-
TIME
ALERTS FOR UNLIMITED USERS
Coverage Dates: 12-MAR-2025- 11-MAR-2026
OMNIA PARTNERS (COBB COUNTY) IT PRODUCTS AND
SERVICES(#23-6692-03)
List Price: 3319.99
Discount: 9.638%
FLCK-CONDOR-PTZ Flock's Software Service&Support-Live 13 3,000.00 39,000.00
Streaming& Video Recording
Coverage Dates: 12-MAR-2025- 11-MAR-2026
OMNIA PARTNERS (COBB COUNTY) IT PRODUCTS AND
SERVICES(#23-6692-03)
List Price: 3319.99
Discount: 9.638%
DocuSign Envelope ID:8B9CE227-66D2-4473-9A64-FCA2063CDE81
InsightI. Quotation Number 227212505
Document Date 12-MAR-2024
PUBLIC SECTOR
Page 3 of 3
Product Subtotal 377,280.00
Services Subtotal 22,700.00
TAX 0.00
Total 399,980.00
Thank you for choosing Insight. Please contact us with any questions or for additional information about Insights complete IT
solution offering.
Sincerely,
Cathy Chapman
CATHY.CHAPMAN@INSIGHT.COM
To purchase under this contract, your agency must be registered with OMNIA Partners Public Sector.
Insight Global Finance has a wide variety of flexible financing options and technology refresh solutions. Contact your Insight
representative for an innovative approach to maximizing your technology and developing a strategy to manage your financial
options.
This purchase is subject to Insight's online Terms of Sale unless you have a separate purchase agreement signed by you and
Insight, in which case, that separate agreement will govern. Insight's online Terms of Sale can be found at the "terms-and-policies"
link below.
SOFTWARE AND CLOUD SERVICES PURCHASES: If your purchase contains any software or cloud computing offerings
Software and Cloud Offerings"), each offering will be subject to the applicable supplier's end user license and use terms
Supplier Terms") made available by the supplier or which can be found at the "terms-and-policies" link below. By ordering,
paying for, receiving or using Software and Cloud Offerings, you agree to be bound by and accept the Supplier Terms unless you
and the applicable supplier have a separate agreement which governs.
https://www.insight.com/terms-and-policies
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End-User License Agreement
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.
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.
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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 Persons/Vulnerable 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 Fingerprinirw'means the unique vehicular attributes captured through Services
such as: type, make, color, state registration, missing/covered plates,bumper stickers, decals,roof
racks, and bike racks.
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 usemame ("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
will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at
least one full day). For example, in the event of a Service Interruption lasting five(5)continuous
days, Customer will receive a credit for five (5) free days at the end of the Term.
2.6 Service Suspension. Flock may temporarily suspend Customer's and any Authorized End
User's access to any portion or all of the Flock IP or Flock Service if(a)there is a threat or attack
on any of the Flock IP by Customer; (b) Customer's or any Authorized End User's use of the
Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of
Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal
activities; (d) Customer has violated any term of this provision, including, but not limited to,
utilizing Flock Services for anything other than the awareness,prevention, and prosecution of
crime, bona fide investigations by police departments, and archiving for evidence gathering
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 usemame or password
information and must protect the security of the usemame 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
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all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock does not
own and shall not sell Customer Data.
4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post,
upload, display, publish, distribute, transmit,broadcast, or otherwise make available, messages,
text, illustrations, files, images, graphics, photos, comments, sounds, music,videos, information,
content, ratings, reviews, data, questions, suggestions, or other information or materials produced
by Customer("Customer Generated Data"). Customer shall retain whatever legally cognizable
right,title, and interest in Customer Generated Data. Customer understands and acknowledges
that Flock has no obligation to monitor or enforce Customer's intellectual property rights of
Customer Generated Data. Customer grants Flock a non-exclusive, irrevocable,worldwide,
royalty-free, license to use the Customer Generated Data for the purpose of providing Flock
Services. Flock does not own and shall not sell Customer Generated Data.
4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer
Data and Customer Generated Data to the extent such anonymization renders the data non-
identifiable to create Anonymized Data to use and perform the Services and related systems and
technologies, including the training of machine learning algorithms. Customer hereby grants
Flock a non-exclusive, worldwide,perpetual, royalty-free right to use and distribute such
Anonymized Data to improve and enhance the Services and for other development, diagnostic and
corrective purposes, and other Flock offerings. Parties understand that the aforementioned license
is required for continuity of Services. Flock does not own and shall not sell Anonymized Data.
5. CONFIDENTIALITY;DISCLOSURES
5.1 Confidentiality.To the extent required by any applicable public records requests, each Party
the"Receiving Party") understands that the other Party(the"Disclosing Party")has disclosed or
may disclose business, technical or financial information relating to the Disclosing Party's
business (hereinafter referred to as "Proprietary Information"of the Disclosing Party).
Proprietary Information of Flock includes non-public information regarding features, functionality
and performance of the Services. Proprietary Information includes non-public information
provided by the Disclosing Party to the Receiving Party regarding features, functionality, and
performance of this Agreement. The Receiving Party agrees: (i)to take the same security
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precautions to protect against disclosure or unauthorized use of such Proprietary Information that
the Party takes with its own proprietary information,but in no event less than commercially
reasonable precautions, and(ii)not to use (except in performance of the Services or as otherwise
permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing
Party agrees that the foregoing shall not apply with respect to any information that the Receiving
Party can document(a) is or becomes generally available to the public; or(b)was in its
possession or known by it prior to receipt from the Disclosing Party; or(c)was rightfully
disclosed to it without restriction by a third party; or(d)was independently developed without use
of any Proprietary Information of the Disclosing Party.Nothing in this Agreement will prevent
the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or
governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior
notice of such disclosure to contest such order. At the termination of this Agreement, all
Proprietary Information will be returned to the Disclosing Party, destroyed or erased(if recorded
on an erasable storage medium), together with any copies thereof, when no longer needed for the
purposes above, or upon request from the Disclosing Party, and in any case upon termination of
the Agreement. Notwithstanding any termination, all confidentiality obligations of Proprietary
Information that is trade secret shall continue in perpetuity or until such information is no longer
trade secret.
5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right,title and interest in
and to the Flock IP and its components, and Customer acknowledges that it neither owns nor
acquires any additional rights in and to the foregoing not expressly granted by this Agreement.
Customer further acknowledges that Flock retains the right to use the foregoing for any purpose in
Flock's sole discretion. Customer and Authorized End Users shall not: (i) copy or duplicate any of
the Flock IP; (ii) decompile, disassemble,reverse engineer, or otherwise attempt to obtain or
perceive the source code from which any software component of any of the Flock IP is compiled
or interpreted, or apply any other process or procedure to derive the source code of any software
included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP,
or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to
interfere in any manner with the functionality or proper working of any of the Flock IP; (v)
remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on
or contained within the Flock Services or Flock IP; (vi)use the Flock Services for anything other
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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
cooperative agreement Order Form.
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 will automatically renew for successive renewal terms of the greater of one year or the
length set forth on the Order Form(each, a"Renewal Term")unless either Party gives the other
Party notice of non-renewal at least thirty (30)days prior to the end of the then-current term.
7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any
applicable Flock Hardware at a commercially reasonable time period. In the event of any material
breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end
of the Term by giving thirty(30) days prior written notice to the breaching Party; provided,
however, that this Agreement will not terminate if the breaching Party has cured the breach prior
to the expiration of such thirty(30) day period("Cure Period"). Either Party may terminate this
Agreement(i)upon the institution by or against the other Party of insolvency,receivership or
bankruptcy proceedings, (ii)upon the other Party's making an assignment for the benefit of
creditors, or(iii)upon the other Party's dissolution or ceasing to do business. In the event of a
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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, 10.1 and
10.6.
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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 10.6.
8.5 Insurance. 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 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).
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
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regulations, embargoes, war, terrorist acts,pandemics (including the spread of variants), issues of
national security, acts or omissions of third-party technology providers, riots, fires, earthquakes,
floods, power blackouts, strikes, supply chain shortages of equipment or supplies, financial
institution crisis,weather conditions or acts of hackers, internet service providers or any other
third party acts or omissions.
9. LIMITATION OF LIABILITY; INDEMNITY
9.1 Limitation of Liability.NOTWITHSTANDING ANYTHING TO THE CONTRARY,
FLOCK, ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND
EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED
THERETO UNDER ANY CONTRACT,NEGLIGENCE, STRICT LIABILITY, PRODUCT
LIABILITY, OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR
BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA; (C)
COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D)
FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR
REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY
TO CAPTURE FOOTAGE; OR(F) FOR ANY AMOUNTS THAT, TOGETHER WITH
AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID
AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS
AGREEMENT IN THE TWELVE (12)MONTHS PRIOR TO THE ACT OR OMISSION THAT
GAVE RISE TO THE LIABILITY, IN EACH CASE,WHETHER OR NOT FLOCK HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF
LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE
GOVERNING LAW OF THE STATE REFERENCED IN SECTION 10.6.
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.
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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.
9.4 Customer Indemnity. To the extent permitted by law, Customer shall indemnify and hold
harmless Flock against any damages, losses, liabilities, settlements, and expenses in connection
with any claim or action that arises from an alleged violation of Customer Obligations,
Customer's Installation Obligations, Customer's sharing of any Customer Data, including any
claim that such actions violate any applicable law or third party right.
10. INSTALLATION SERVICES AND OBLIGATIONS
10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive property
of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of this
Agreement, except as otherwise specifically set forth in this Agreement. Except as otherwise
expressly stated in this Agreement, Customer is not permitted to remove,reposition,re-install,
tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Customer
agrees and understands that in the event Customer is found to engage in any of the foregoing
restricted actions, all warranties herein shall be null and void, and this Agreement shall be subject
to immediate termination for material breach by Customer. Customer shall not perform any acts
which would interfere with the retention of title of the Flock Hardware by Flock. Should
Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at
Flock's discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock's
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rights to any damages Flock may sustain as a result of Customer's default and Flock shall have
the right to enforce any other legal remedy or right.
10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock
Hardware for optimal product functionality, as conditions and locations allow. Flock will
collaborate with Customer to design the strategic geographic mapping of the location(s) and
implementation of Flock Hardware to create a deployment plan ("Deployment Plan"). In the
event that Flock determines that Flock Hardware will not achieve optimal functionality at a
designated location, Flock shall have final discretion to veto a specific location, and will provide
alternative options to Customer.
10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent
requested changes to the Deployment Plan, including,but not limited to, relocating, re-
positioning, adjusting of the mounting, removing foliage,replacement, changes to heights of poles
will incur a fee according to the reinstall fee schedule located at
https://www.flocksafety.com/reinstall-fee-schedule). Customer will receive prior notice and
confirm approval of any such fees.
10.4 Customer Installation Obligations. Customer is responsible for any applicable
supplementary cost as described in the Customer Implementation Guide, attached hereto as
Exhibit C ("Customer 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.
11.MISCELLANEOUS
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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 purchase order is subject to these terms. In the
event of any conflict of terms found in this Agreement or any other terms and conditions,the
terms of this Agreement shall prevail. Customer agrees that Customer's purchase is neither
contingent upon the delivery of any future functionality or features nor dependent upon any oral
or written comments made by Flock with respect to future functionality or feature.
11.5 Relationship.No agency,partnership,joint venture, or employment is created as a result of
this Agreement and Parties do not have any authority of any kind to bind each other in any respect
whatsoever. Flock shall at all times be and act as an independent contractor to Customer.
11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the state in
which the Customer is located. The Parties hereto agree that venue would be proper in the chosen
courts of the State of which the Customer is located. The Parties agree that the United Nations
Convention for the International Sale of Goods is excluded in its entirety from this Agreement.
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11.7 Special Terms. Flock may offer certain special terms on an applicable Order Form or
purchase order 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 Agency or Authorized End User provides any suggestions, ideas, enhancement
requests, feedback, recommendations or other information relating to the subject matter
hereunder, Agency or Authorized End User hereby assigns to Flock all right, title and interest
including intellectual property rights)with respect to or resulting from any of the foregoing.
11.10 Export. Customer may not remove or export from the United States or allow the export or
re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of
any restrictions, laws or regulations of the United States Department of Commerce,the United
States Department of Treasury Office of Foreign Assets Control, or any other United States or
foreign Customer or authority. As defined in Federal Acquisition Regulation ("FAR"), section
2.101,the Services, the Flock Hardware and Documentation are"commercial items"and
according to the Department of Defense Federal Acquisition Regulation("DFAR") section
252.2277014(a)(1) and are deemed to be"commercial computer software"and"commercial
computer software documentation."Flock is compliant with FAR Section 889 and does not
contract or do business with, use any equipment, system, or service that uses the enumerated
banned Chinese telecommunication companies, equipment or services as a substantial or essential
component of any system, or as critical technology as part of any Flock system. Consistent with
DFAR section 227.7202 and FAR section 12.212, any use, modification,reproduction,release,
performance, display, or disclosure of such commercial software or 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.
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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 Public Disrepute. In the event Customer or its employees become the subject of an indictment,
arrest,public disrepute, contempt, scandal or behaves in a manner that, in the reasonable judgment of
Flock,reflects unfavorably upon Flock,and/or their officers or principals, licensees, such act(s)or
omission(s)shall constitute a material breach of this Agreement and Flock shall, in addition to any
other rights and remedies available to it hereunder,whether at law or in equity,have the right to elect
to terminate this Agreement.
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,if sent by certified or registered mail,return receipt
requested.
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FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD,NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: legal@flocksafety.com