PO 21000531 Backup.pdf

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ffock safety

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 (“Customer”) (each of Flock and Customer, a “Party”). This order form (“Order Form”) hereby incorporates and includes the “GOVERNMENT AGENCY CUSTOMER 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”).

Customer: 51 poretta Police Department Contact Name: cont Mike Stewart Address: 5565 Old Milton Pkwy Phone: 678-297-6358 Alpharetta, GA 30009 E-Mail: mstewart@alpharetta.ga.us Expected Payment Method: Check : ¥ Billing Contact: [name withheld] (if different than above) 678-297-6346 [name withheld](@alpharetta.ga.us Initial Term: 24 Billing Term: Annual payment due Net 30 per terms and Renewal Term: 24 Months conditions Name Price QTY Subtotal (Includes one-time fees) Flock Falcon Camera $2,500.00 2 $5,000.00 Implementation Fee (Public) $250.00 2 $500.00 Year 1 Total $5,500.00 Flock Group Inc. Order Form Today's Date - Apr 22, 2021 GA - Alpharetta Police Department 11-12 This proposal expires in 30 days.

0064v00001rJTwgAAG

What this page looks like — a machine’s description of the image, not a transcription

A scanned Flock Safety order form, slightly skewed with a black scanner edge across the top. Header: 'flock safety' logo, then centred 'FLOCK GROUP INC.' / 'SERVICES AGREEMENT' / 'ORDER FORM'. Three paragraphs of preamble follow: 'This Order Form together with the Terms (as defined herein) describe the relationship between Flock Group Inc. ("Flock") and the customer identified below ("Customer") (each of Flock and Customer, a "Party"). This order form ("Order Form") hereby incorporates and includes the "GOVERNMENT AGENCY CUSTOMER 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.' and 'The Agreement will become effective when this Order Form is executed by both Parties (the "Effective Date").' A two-column detail box follows. Left: Customer: Alpharetta Police Department; Address: 2565 Old Milton Pkwy / Alpharetta, GA 30009; Expected Payment Method: Check. Right: Contact Name: Capt. Mike Stewart; Phone: 678-297-6358; E-Mail: mstewart@alpharetta.ga.us; Billing Contact (if different than above): [name withheld], 678-297-6346, [name withheld]@alpharetta.ga.us. At 600 dpi the street number is plainly 2-5-6-5. A second box reads Initial Term: 24 / Renewal Term: 24 Months on the left and 'Billing Term: Annual payment due Net 30 per terms and conditions' on the right. The pricing table has headers Name, Price, QTY, Subtotal, a shaded sub-header '(Includes one-time fees)', then two rows: 'Flock Falcon Camera' at $2,500.00, QTY 2, subtotal $5,000.00; and 'Implementation Fee (Public)' at $250.00, QTY 2, subtotal $500.00. Below the table, right-aligned: 'Year 1 Total $5,500.00'. All five money figures are crisp at 500 dpi. Footer left: 'Flock Group Inc.' / "Today's Date - Apr 22, 2021" and, indented below, 'This proposal expires in 30 days.' Footer right: 'Order Form' / 'GA - Alpharetta Police Department 11-12' and, on its own line, '0064v00001rJTwqAAG'. There is no signature, no initials, no date-signed line and no city account code anywhere on this page - it is the first sheet of the order form, before the execution block. document_type: FLOCK GROUP INC. SERVICES AGREEMENT ORDER FORM customer: Alpharetta Police Department address: 2565 Old Milton Pkwy, Alpharetta, GA 30009 contact_name: Capt. Mike Stewart phone: 678-297-6358 email: mstewart@alpharetta.ga.us expected_payment_method: Check billing_contact: [name withheld] billing_phone: 678-297-6346 billing_email: [name withheld]@alpharetta.ga.us initial_term: 24 renewal_term: 24 Months billing_term: Annual payment due Net 30 per terms and conditions line_1: Flock Falcon Camera | $2,500.00 | QTY 2 | $5,000.00 line_2: Implementation Fee (Public) | $250.00 | QTY 2 | $500.00 year_1_total: $5,500.00 todays_date: Apr 22, 2021 proposal_expiry: This proposal expires in 30 days. footer_reference: Order Form / GA - Alpharetta Police Department 11-12 form_id: 0064v00001rJTwqAAG po_number: None city_account_code: None signature_or_initials: None effective_date: None

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fYfock safety
Recurring Total: 5000
By executing this Order Form, Customer represents and warrants that it has read and agrees all of the terms and
conditions contained in the Terms attached. The Parties have executed this Agreement as of the dates set forth below.
Flock Group Inc ~ Customer:
By: By: pu SE
Name: Name: ike Stewart
Title: _ Title: _ Captain
Date: Date:
Flock Group Inc. Order F am
Today's Date - Apr 22, 2021 GA - Alpharetta Police
Department 11-12
This proposal expires in 30 days.
0064v00001rJTWwqAAG

What this page looks like — a machine’s description of the image, not a transcription

The Flock Safety wordmark sits centred at the top -- lowercase 'flock safety' with a small stylised bird forming part of the l. Below a hairline rule, right of centre, a single figure line: 'Recurring Total:' with '5000' right-aligned against the margin. No dollar sign, no thousands separator, no decimals -- just 5000. Then the execution paragraph: 'By executing this Order Form, Customer represents and warrants that it has read and agrees all of the terms and conditions contained in the Terms attached. The Parties have executed this Agreement as of the dates set forth below.' Beneath it a two-column bordered signature table. The left column is headed 'Flock Group Inc' and its four fields -- By:, Name:, Title:, Date: -- are all completely empty. The vendor never signed this page. The right column is headed 'Customer:' and shows, against 'By:', a fluid blue-ink signature that runs well past the cell and ends in a long horizontal flourish; it is not legible as letters. 'Name:' carries the printed text 'Mike Stewart', 'Title:' carries the printed text 'Captain', and 'Date:' is empty. So the page is signed on one side only, by one party, and dated by neither. The whole middle and lower half of the sheet is blank. At the foot, left: 'Flock Group Inc.', 'Today's Date - Apr 22, 2021', and below it 'This proposal expires in 30 days.' At the foot, right: 'Order Form', 'GA - Alpharetta Police Department 11-12', and beneath that the Salesforce record id '0064v00001rJTwqAAG'. The sheet is scanned skewed, with a black scanner-lid band across the top and gray fringing at the outer margins. Recurring Total: 5000 Flock Group Inc - By: None Flock Group Inc - Name: None Flock Group Inc - Title: None Flock Group Inc - Date: None Customer - By: None Customer - Name: Mike Stewart Customer - Title: Captain Customer - Date: None Vendor (footer): Flock Group Inc. Today's Date: Apr 22, 2021 Document type: Order Form Account / opportunity: GA - Alpharetta Police Department 11-12 Proposal expiry: This proposal expires in 30 days. Salesforce record id: 0064v00001rJTwqAAG Purchase order number: None Invoice number: None Customer organisation name (signature block): None

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fYock safety
EXHIBIT A
Statement of Work
Installation of Flock Camera on existing pole or Flock-supplied pole if required
Order Form
GA - Alpharetta Police
Department 11-12
Flock Group Inc.
Today's Date - Apr 22, 2021
This proposal expires in 30 days.
0064v00001rJTwqAAG

What this page looks like — a machine’s description of the image, not a transcription

The Flock Safety wordmark at the top, then a hairline rule. Centred beneath it, underlined and bold, 'EXHIBIT A'. Below that, also underlined and bold but smaller, 'Statement of Work'. Then, starting hard at the left margin and underlined across its whole length, a single line: 'Installation of Flock Camera on existing pole or Flock-supplied pole if required'. That is the entire statement of work -- one line. Everything from there down to the footer, roughly 145 pt to 690 pt, is blank white paper: no bullet list, no schedule, no site addresses, no camera count, no pricing, no acceptance criteria. The footer is identical in layout to page 2 -- left: 'Flock Group Inc.', 'Today's Date - Apr 22, 2021', 'This proposal expires in 30 days.'; right: 'Order Form', 'GA - Alpharetta Police Department 11-12', and '0064v00001rJTwqAAG'. Same skew, same black scanner-lid band at the top, same gray fringing at the margins as the surrounding pages. Exhibit: EXHIBIT A Exhibit title: Statement of Work Scope of work: Installation of Flock Camera on existing pole or Flock-supplied pole if required Vendor (footer): Flock Group Inc. Today's Date: Apr 22, 2021 Document type: Order Form Account / opportunity: GA - Alpharetta Police Department 11-12 Proposal expiry: This proposal expires in 30 days. Salesforce record id: 0064v00001rJTwqAAG Number of cameras: None Installation locations: None Installation fee: None Schedule / completion date: None Page number: None

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fYock 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 Mill Rd NW Suite 210, Atlanta, GA 30318 (“Flock”) and the police department or government agency identified in the signature block below (“Agency”) (each a “Party,” and together, the “Parties”™).

RECITALS

WHEREAS, Flock offers a software and hardware solution for automatic license plate detection through Flock’s technology platform (the “Flock Service”), and upon detection, the Flock Service creates images and recordings of suspect vehicles (“Footage”) and can provide notifications to Agency upon the instructions of NonAgency 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 businesses, and individual users;

WHEREAS, because Footage is stored for no longer than (thirty) 30 days in compliance with Flock’s records retention policy, Agency is responsible for extracting, downloading and archiving Footage from the Flock System on its own storage devices for auditing for prosecutorial/administrative purposes; and

WHEREAS, Flock desires to provide Agency the Flock Service and any access thereto, subject to the terms and conditions of this Agreement, solely for the purpose of crime awareness and prevention by police departments and archiving for evidence gathering (“Purpose”).

AGREEMENT

NOW, THEREFORE, Flock and Agency agree as follows and further agree to incorporate the Recitals into this Agreement.

1. DEFINITIONS

Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in this Section 1.

1.1 “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.

What this page looks like — a machine’s description of the image, not a transcription

The first page of the GOVERNMENT AGENCY CUSTOMER AGREEMENT, under the Flock Safety wordmark. The opening recital identifies the parties: 'This Government Agency Agreement (this "Agreement") is entered into by and between Flock Group, Inc. with a place of business at 1170 Howell Mill Rd NW Suite 210, Atlanta, GA 30318 ("Flock") and the police department or government agency identified in the signature block below ("Agency") (each a "Party," and together, the "Parties").' Note that the Agency is not named here at all -- it is identified only by cross-reference to a signature block elsewhere. Under RECITALS come four WHEREAS clauses. The first describes Flock's automatic licence plate detection platform, the creation of images and recordings of suspect vehicles ("Footage"), and notifications sent to Agency on the instructions of a Non-Agency End User. The second -- the one that matters most and the one the machine damaged -- reads in full on the paper: '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;'. The third states that Footage is stored for no longer than (thirty) 30 days under Flock's records retention policy, and that Agency is responsible for extracting, downloading and archiving Footage onto its own storage devices for auditing for prosecutorial/administrative purposes. The fourth states Flock's purpose: crime awareness and prevention by police departments and archiving for evidence gathering ("Purpose"). Then AGREEMENT, NOW THEREFORE, and section 1 DEFINITIONS, running 1.1 Authorized End User, 1.2 Agency Data, 1.3 Documentation, 1.4 Embedded Software, 1.5 Flock IP. The lower fifth of the page is blank. There is no footer, no page number, no execution mark and no annotation. The sheet is skewed with a black scanner-lid band at the top edge. Document title: GOVERNMENT AGENCY CUSTOMER AGREEMENT Flock entity: Flock Group, Inc. Flock place of business: 1170 Howell Mill Rd NW Suite 210, Atlanta, GA 30318 Agency name: None Footage retention period: no longer than (thirty) 30 days Stated Purpose: crime awareness and prevention by police departments and archiving for evidence gathering Effective date: None Term: None Amount: None Signatures: None Page number: None

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fYock 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 F lock 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 reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable to such Authorized End User’s use of the 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.

What this page looks like — a machine’s description of the image, not a transcription

The second page of the agreement, under the Flock Safety wordmark, with no page number and no footer. It runs the remaining definitions 1.6 through 1.16: Footage (still images and/or video captured by the Hardware); Hardware (the Flock cameras and other physical elements, expressly excluding the Embedded Software); Implementation Fee(s); Installation Services (installation, placements and configuration, pursuant to the Statement of Work attached hereto); Flock Services or Services (provision via the Web Interface of Flock's software application for automatic license plate detection, searching image records, and sharing Footage); Non-Agency End User; Non-Agency End User Data (Footage, geolocation data, environmental data and/or notifications of a Non-Agency End User); Unit(s); Usage Fee; Support Services; and Web Interface. Then section 2, FLOCK SERVICES AND SUPPORT, opening with 2.1 Provision of Access: a non-exclusive, non-transferable right to access the Flock Services via the Web Interface during the Service Term and No-Fee Term, solely for Authorized End Users; Footage available to Agency's designated administrator listed on the Order Form and to Authorized End Users via the Web Interface for thirty (30) days; account sign-up with password and username ("User ID"); Agency responsible for all acts and omissions of Authorized End Users. The paragraph then runs into a passage that is broken in the source document itself: '...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.' There is a plainly missing clause between 'Authorized End Users' and 'WARRANTIES' -- the sentence does not parse. It closes with an agreement to comply with third-party acceptable use policies. The bottom quarter of the sheet is blank. Same skew, same black scanner-lid band, same gray edge fringing as the rest of the document. Footage availability period (clause 2.1): thirty (30) days Service Term cross-reference: Section 6.1 Support Services cross-reference: Section 2.9 Section heading: 2. FLOCK SERVICES AND SUPPORT Clause 2.1 heading: Provision of Access Amount: None Date: None Signatures: None Page number: None Agency name: None

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fYock safety

2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Agency a limited, nonexclusive, 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 nonexclusive, 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, 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. 1,22, 0r2.3.

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).

2.7 Installation Services.

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

What this page looks like — a machine’s description of the image, not a transcription

The body runs from section 2.2 to the opening of 2.7.1. 2.2 Embedded Software License grants Agency a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to use the Embedded Software as installed on the Hardware. 2.3 Documentation License. 2.4 Usage Restrictions defines the "Permitted Purpose" as facilitating the gathering of evidence usable in a lawful criminal investigation by the appropriate government agency, and not for tracking activities the system is not designed to capture; it then lists seven prohibitions (i) through (vii), closing "or pledge as security or otherwise encumber, Agency's rights under Sections 2.1, 2.2, or 2.3." 2.5 Retained Rights; Ownership. 2.6 Suspension sets out six triggers (a) through (f) for a "Service Suspension" and provides that, where the suspension is not caused by Agency's own actions, the expiration of the Term is tolled by the duration of the suspension for any continuous suspension lasting at least one full day. The page ends mid-sentence in 2.7.1 Designated Locations, with Flock advising Agency on the location and positioning of the Units for optimal license plate image capture.

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fYock safety 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 been agreed upon by both Flock and the Agency, any subsequent changes to the deployment plan (“Reinstalls”) driven by Agency's request will incur a charge for Flock’s then-current list price for Reinstalls, as listed in the then-current Reinstall Policy (available at https://www.flocksafety.com/reinstall-fee-schedule) and any equipment charges. These changes include but are not limited to camera re-positioning, adjusting of camera mounting, re-angling, removing foliage, camera replacement, changes to heights of poles, regardless of whether the need for Reinstalls related to vandalism, weather, theft, lack of criminal activity in view, and the like.

2.7.2 Agency’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 permits or associated costs, and managing the permitting process: (if) 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. Flock will provide options to supply power at each Designated Location. If Agency refuses alternative power supply options, Agency agrees and understands that Agency will not be subject to any reimbursement, tolling, or credit for any suspension period of Flock Services due to low solar. Flock will make all reasonable efforts within their control to minimize suspension of Flock Services.

Any fees payable to Flock exclude the foregoing. Without being obligated or taking any responsibility for the foregoing, Flock may pay and invoice related costs to Agency if Agency did not address them prior to the execution of this Agreement or a third party requires Flock to pay. Agency represents and warrants that it has all necessary right title and authority and hereby authorizes Flock to install the Hardware at the Designated Locations and to make any necessary inspections or tests in connection with such installation.

2.7.3 Flock’s Installation Obligations. The Hardware shall be installed in a workmanlike manner in accordance with Flock’s standard installation procedures, and the installation will be completed within a reasonable time from the time that the Designated Locations are selected by Agency. Following the initial installation of the Hardware and any subsequent Reinstalls or maintenance operations, Flock’s obligation to perform installation work shall cease; however, Flock will continue to monitor the performance of the Units for the length of the Term and will receive access to the Footage for a period of three (3) business days after the initial installation in order to monitor performance and provide any necessary maintenance solely as a measure of quality control. Agency can opt out of Flock’s access to Footage after the initial installation which would waive Flock’s responsibility to ensure such action was successful. Agency understands and agrees that the Flock Services will not function without the Hardware. Labor may be provided by Flock or a third party.

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.

What this page looks like — a machine’s description of the image, not a transcription

The page opens mid-sentence in 2.7.1 Designated Locations: Flock and Agency must mutually agree on the location (mounting site or pole), position and angle of the Units; each so designated is a "Designated Location"; Flock disclaims liability for poor performance or Footage resulting from the Designated Locations, or for delay caused by Agency's delay in identifying choices, ordering, or having the location ready including all electrical work preinstalled and permits ready. Locations suggested by Flock and accepted by Agency without alteration become Flock Designated Locations. Once a deployment plan is agreed, subsequent changes are "Reinstalls", charged at Flock's then-current list price under the Reinstall Policy at https://www.flocksafety.com/reinstall-fee-schedule, plus equipment charges — expressly including camera re-positioning, adjusting of camera mounting, re-angling, removing foliage, camera replacement and changes to pole heights, "regardless of whether the need for Reinstalls related to vandalism, weather, theft, lack of criminal activity in view, and the like."

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2.7.3 Flock's Installation Obligations: workmanlike installation; Flock retains access to Footage for three (3) business days after initial installation to monitor performance, which Agency may opt out of, thereby waiving Flock's responsibility to confirm the install succeeded. 2.7.4 Security Interest: the Hardware remains Flock's personal property and is removed on termination. 2.8 Hazardous Conditions closes the page. page_header: flock safety page_number: None bates_number: None po_number: None invoice_number: None date: None amount: None signature: None initials: None stamp: None designated_location_defined_term: Designated Location reinstalls_defined_term: Reinstalls reinstall_policy_url: https://www.flocksafety.com/reinstall-fee-schedule power_requirement: 120V AC post_install_footage_access_period: three (3) business days

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fYock safety Any additional expenses incurred by Flock as a result of the discovery or presence of hazardous material or hazardous conditions shall be the responsibility of Agency and shall be paid promptly upon billing.

2.9 Support Services. Subject to the payment of fees, Flock shall monitor the performance and functionality of Flock Services and may, from time to time, advise Agency on changes to the Flock Services, Installation Services, or the Designated Locations which may improve the performance or functionality of the Services or may improve the quality of the Footage. The work, its timing, and the fees payable relating to such work shall be agreed by the Parties prior to any alterations to or changes of the Services or the Designated Locations (“Monitoring Services”).

Subject to the terms hereof, Flock will provide Agency with reasonable technical and on-site support and maintenance services (“On-Site Services”) in-person or by email at 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 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 F lock, 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 Georgia, Agency hereby agrees to indemnify and hold harmless Flock against any damages, losses, liabilities, settlements and expenses, including without limitation costs and attorneys’ fees, in connection with any claim or action that arises from an alleged violation of the foregoing, Agency’s Installation Obligations, or otherwise from Agency’s use of the Services, Hardware and any Embedded Software, including any claim that such actions violate any applicable law or third party right. Although Flock has no obligation to monitor Agency’s use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

4. CONFIDENTIALITY; AGENCY DATA; 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

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The page opens mid-clause in 2.8 Hazardous Conditions — additional expenses from discovery of hazardous material are Agency's responsibility, payable promptly on billing. 2.9 Support Services: subject to payment of fees, Flock monitors performance and may advise on changes to the Flock Services, Installation Services or Designated Locations; work, timing and fees for such work are to be agreed by the Parties beforehand ("Monitoring Services"); Flock will provide reasonable technical and on-site support and maintenance ("On-Site Services") in person or by email at hello@flocksafety.com. 2.10 Special Terms — Special Terms indicated in the proposal and on the order form become part of the Agreement and control over inconsistent terms. 2.11 Changes to Platform — Flock Safety may in its sole discretion change any system or platform.

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Heading 3. AGENCY RESTRICTIONS AND RESPONSIBILITIES. 3.1 Agency Obligations covers User ID accuracy, the bar on impersonating names, the bar on transferring the account, the bar on sharing account or password, the duty to protect account security, responsibility for all activity on the account, and the duty to obtain and maintain equipment and ancillary services and to provide assistance to Flock including access to Agency facilities and personnel. 3.2 Agency Representations and Warranties requires compliance with all applicable laws including those on recording or sharing video, photo or audio content and retention thereof, and — to the extent allowed by the governing law of the state mentioned in Section 10.6, or if no state is mentioned there, by the law of the State of Georgia — Agency indemnifies and holds Flock harmless against claims arising from alleged violations, including costs and attorneys' fees.

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fYock safety (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 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 F lock, 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 F ootage to the relevant government agency prior to its deletion.

4.3 Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency hereby assigns (and will cause its agents and representatives to assign) to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.

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The page opens mid-sentence in 4.1 Confidentiality, defining "Proprietary Information" of the Disclosing Party. Flock's Proprietary Information includes 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. Agency's 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. There follows a long block of mutual confidentiality obligations: the Receiving Party shall not disclose, use, transmit, inform or make available the Proprietary Information to any entity, person or body except as necessary to perform its obligations; must take all reasonably necessary actions to preserve and protect it, exercising at least a reasonable level of care; must restrict access to those employees or agents who require it; must take the same security precautions it takes with its own proprietary information and in no event less than reasonable precautions; and must not, except in performance of the Services, divulge it to any third person. That block closes by stating that Flock's use of the Proprietary Information may include processing it 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."

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Then the standard confidentiality carve-outs (a) through (d), and a paragraph on compelled disclosure: nothing prevents the Receiving Party disclosing pursuant to subpoena, summons, judicial order or other judicial or governmental process on reasonable prior notice; and "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...; (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 deletion, Flock may store Footage to comply with a valid court order, but such retained Footage is not retrievable without a valid court order.

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4.2 Agency and Non-Agency End User Data vests title in Agency but grants Flock a limited, non-exclusive, royalty-free, worldwide licence, plus a perpetual, irrevocable, worldwide, royalty-free, fully paid licence to use, reproduce, modify and distribute the data as part of the Aggregated Data defined in Section 4.4. It ends: "Flock will automatically delete Footage older than thirty (30) days. Agency has a thirty (30) day window to view, save and/or transmit Footage to the relevant government agency prior to its deletion." 4.3 Feedback closes the page. page_header: flock safety page_number: None bates_number: None po_number: None invoice_number: None date: None amount: None signature: None initials: None stamp: None proprietary_information_defined_term: Proprietary Information footage_auto_deletion_period: thirty (30) days agency_view_save_transmit_window: thirty (30) day aggregated_data_cross_reference: Section 4.4 support_services_cross_reference: Section 2.9

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4.4 Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Flock shall have the right to collect and analyze data that does not refer to or identify Agency or any individuals or de-identifies such data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Agency Data and data derived therefrom). For the sake of clarity, Aggregated Data is compiled anonymous data which has been stripped of any personal identifying information. Agency acknowledges that Flock will be compiling anonymized and/or aggregated data based on Agency Data and Non-Agency End User Data input into the Services (the “Aggregated Data”). Agency hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right and license (during and after the Service Term hereof) to (i) use and distribute such Aggregated Data to improve and enhance the Services and for other marketing, development, diagnostic and corrective purposes, other Flock offerings, and crime prevention efforts, and (ii) disclose the Agency Data and Non-Agency End User Data (both inclusive of any Footage) to enable law enforcement monitoring against law enforcement hotlists as well as provide Footage search access to law enforcement for investigative purposes only. No rights or licenses are granted except as expressly set forth herein.

5. PAYMENT OF FEES

5.1 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. Flock reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or any Renewal Term, upon sixty (60) days’ notice prior to the end of such Initial Term or Renewal Term (as applicable) to Agency (which may be sent by email). Agency believes that Flock has billed Agency incorrectly, Agency must contact Flock no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Flock’s customer support department. Agency acknowledges and agrees that a failure to contact Flock within this sixty (60) day period will serve as a waiver of any claim Agency may have had as a result of such billing error.

5.4 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 F lock Services shall survive the expiration or

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4.4 Aggregated Data opens the page: Flock may collect and analyze de-identified data; Aggregated Data is compiled anonymous data stripped of personal identifying information; Agency grants Flock a non-exclusive, worldwide, perpetual, royalty-free licence, during and after the Service Term, to (i) use and distribute Aggregated Data to improve the Services, for 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."

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Heading 5. PAYMENT OF FEES. 5.1 Fees: Agency pays the first Usage Fee, the Implementation Fee and any Hardware fee (together the "Initial Fees") as set forth on the Order Form on or before the 7th day following the Effective Date. Flock need not commence Installation Services until the Initial Fees are made. Ongoing Usage Fees are due and payable thirty (30) days in advance of each payment period. All payments are made by either ACH, check, or credit card. The first month of Flock Services corresponding to the first Usage Fee payment begins on first installation of Hardware. For Agencies purchasing ten (10) or more Units where only part is installed initially, Usage Fees are pro-rated to the then-installed Units and additional Units are invoiced immediately on installation.

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5.4 No-Fee Term Access: complimentary access to the Flock System for thirty (30) days ("No Fee Term") where Non-Agency End Users prescribe access or judicial orders mandate it; costs Flock incurs solely as a result of that access may be invoiced under Section 5.3. The page ends mid-sentence. page_header: flock safety page_number: None bates_number: None po_number: None invoice_number: None date: None amount: None signature: None initials: None stamp: None initial_fees_defined_term: Initial Fees initial_fees_due_date: on or before the 7th day following the Effective Date usage_fee_timing: thirty (30) days in advance of each payment period payment_methods: ACH, check, or credit card pro_rata_unit_threshold: ten (10) or more Units fee_change_notice_period: sixty (60) days billing_error_dispute_window: sixty (60) days invoice_payment_terms: thirty (30) days after the mailing date of the invoice late_payment_finance_charge: 1.5% per month no_fee_term_duration: thirty (30) days no_fee_term_defined_term: No Fee Term

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fYock safety termination of this Agreement for five (5) years unless Agency provides written notice of the intent to cancel access to Flock Services.

6. TERM AND TERMINATION

6.1 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”). Following the Initial T erm, unless otherwise indicated on the Order Form, this A greement will automatically renew Jor successive renewal terms Jor the greater of one year and the length set JSorth on the Order Form (each, a “Renewal T erm”, and together with the Initial Term, the “Service Term”) unless either party gives the other party notice of non-renewal at least th irty (30) days prior to the end of the then-current term.

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. In the event of any material breach of this Agreement, the non-breaching party may terminate this Agreement prior to the end of the Service Term by giving thirty (30) days prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such thirty-day period. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors, or (iii) upon the other party's dissolution or ceasing to do ’s material breach, Flock will refund to Agency a pro-rata portion of the prepaid Fees for Services not received due to such termination.

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 noncontinuous No-Fee Terms, Flock may in its sole discretion leave access open for Agency’s Authorized End Users

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

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§6.1 sets an Initial Term per the Order Form with automatic renewal for successive terms of the greater of one year and the length on the Order Form, terminable on thirty (30) days notice before the end of the then-current term; the renewal sentence is set in bold italic. §6.2 gives the Agency a self-elect termination right at any time, with a one-time fee of the actual cost of removal and labor 'not to exceed $500 per camera' — read at 600 dpi, unmistakably $500, dollar sign and three digits, no cents — plus a prorated refund. §6.3 gives thirty (30) days for material breach with a cure right, and immediate termination on insolvency, assignment for creditors, or dissolution. §6.4 is the substantive one: on any termination Flock collects all Units, deletes all Agency Data, terminates Agency's right of access, all licenses cease immediately, and the Agency must grant Flock access and keep Flock personnel clear of Hazardous Conditions during collection. §6.5 sets a thirty (30) day initial No-Fee Term and reserves to Flock sole discretion to leave access open, to refuse further No-Fee Terms, or to impose a price per No-Fee Term on thirty (30) days notice. §6.6 lists surviving sections: 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.

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The machine's reading of this page is materially incomplete, and nothing in its confidence scores says so. header_wordmark: flock safety page_number: None bates_number: None stamp: None handwriting: None initials: None signature: None date: None po_number: None invoice_number: None amount_payable: None sec_6_2_removal_fee_cap: $500 per camera sec_6_1_renewal_notice: thirty (30) days sec_6_3_cure_notice: thirty (30) days sec_6_5_initial_no_fee_term: thirty (30) days sec_6_6_surviving_sections: 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 sec_7_1_inspection_window: seventy-two (72) hours sections_present: 6. TERM AND TERMINATION; 6.1 Term; 6.2 Agency Satisfaction Guarantee; 6.3 Termination; 6.4 Effect of Termination; 6.5 No-Fee Term; 6.6 Survival; 7. REMEDY; WARRANTY AND DISCLAIMER; 7.1 Remedy

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ffock safety 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 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 Software in any way; or (¢) combination of the Hardware or Embedded Software with software, hardware or other technology that was not expressly authorized by Flock.

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

BY THE LAW OF THE STATE OF GEORGIA.

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, internet 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

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Then §7.2 Exclusions (misuse, damage or alteration, or combination with unauthorised software or hardware, lettered (a), (b), (c)); §7.3 Warranty (reasonable efforts consistent with prevailing industry standards, professional and workmanlike installation, clean-up, and advance written or e-mail notice of scheduled disruption); §7.4 Disclaimer, in full capitals, making the §7.1 remedy the Agency's sole remedy and disclaiming merchantability, fitness and non-infringement — and then, critically, limiting that disclaimer: '.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 GEORGIA.' The stray period before THIS is on the page, a typographical fault in the original.

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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

8.3 Responsibility. Each Party to this Agreement shal] assume the responsibility and liability for the acts and omissions of its own employees, deputies, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable (if at all) only for the torts of its own officers, agents, or employees that occur within the scope of their official duties. Agency will not pursue any claims or actions against Flock’s suppliers.

8.4 Indemnity. Agency hereby agrees to indemnify and hold harmless Flock against any damages, losses, liabilities,

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

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.

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It opens mid-sentence continuing §8.1's enumerated carve-outs in full capitals — (B) indirect, exemplary, incidental, special or consequential damages; (C) any matter beyond Flock's actual knowledge or reasonable control, expressly including repeat criminal activity or inability to capture footage or to identify and/or correlate a license plate with the FBI database; (D) public disclosure of proprietary information made in good faith; (E) crime prevention; and (F) any amounts that, with all other claims, exceed the fees paid or payable by the Agency to Flock for the services in the twelve (12) months before the act or omission. It closes with 'IN THE EVENT OF AN EMERGENCY, AGENCY SHOULD CONTACT 911 AND SHOULD NOT RELY ON THE SERVICES.' and the same Section 10.6 conditioning clause seen on the previous page.

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More than half of what is printed here is missing from the machine's reading, including the entire $100 cap. header_wordmark: flock safety page_number: None bates_number: None stamp: None handwriting: None initials: None signature: None date: None po_number: None invoice_number: None amount_payable: None sec_8_2_no_fee_term_liability_cap: $100 sec_8_2_cross_reference: SECTION 6.5 sec_8_1_lookback_period: TWELVE (12) MONTHS sec_8_1_emergency_instruction: IN THE EVENT OF AN EMERGENCY, AGENCY SHOULD CONTACT 911 AND SHOULD NOT RELY ON THE SERVICES. sec_8_1_governing_law_reference: SECTION 10.6 sec_8_1_default_state: GEORGIA sec_8_4_cross_reference: Section 3.2 sections_present: (continuation of 8.1 Limitation of Liability); 8.2 Additional No-Fee Term Requirements; 8.3 Responsibility; 8.4 Indemnity; 9. RECORD RETENTION; 9.1 Data Preservation; 10. MISCELLANEOUS; 10.1 Severability

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ffock safety

10.2 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.

10.3 Entire Agreement. This Agreement, together with the Order F orm(s), the then-current Reinstall Policy (https://www.flocksafety.com/reinstall-fee-schedule), and Deployment Plan(s), are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that al] 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.

may be effectuated by either personal service or by certified or registered mail to the respective addresses provided herein.

Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Services, the Hardware, the Embedded Software and Documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

10.9 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated Sections.

10.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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§10.6 Governing Law; Venue is the substantive one. Georgia law without regard to conflicts; to the extent the arbitration language does not apply, the federal and state courts sitting in Georgia have exclusive jurisdiction and venue; the UN Convention on the International Sale of Goods is excluded; and any dispute arising out of, in connection with or in relation to the agreement, or the making of validity thereof or its interpretation, or any breach, 'shall be determined and settled by arbitration in Atlanta, Georgia by a sole arbitrator pursuant to the rules and regulations then obtaining of the American Arbitration Association', the award final and conclusive and enterable in the highest court of any forum having jurisdiction.

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§10.7 Publicity gives Flock the right to reference and use the Agency's name and trademarks and disclose the nature of the Services in business and marketing efforts, including on Flock's website, unless the Order Form says otherwise. §10.8 Export bars removal or re-export in violation of Commerce, OFAC or other restrictions and designates the Services, Hardware, Embedded Software and Documentation as 'commercial items' under FAR 2.101 and 'commercial computer software' under DFAR 252.2277014(a)(1) and (5), consistent with DFAR 227.7202 and FAR 12.212. §10.9 Headings, §10.10 Counterparts, and §10.11 Authority — each signer represents they understand the agreement and have authority to bind — close the page.

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The machine dropped Section 10.6 in its entirety bar its last two lines, along with all of §10.7, the head of §10.8, and all of §10.11. header_wordmark: flock safety page_number: None bates_number: None stamp: None handwriting: None initials: None signature: None date: None po_number: None invoice_number: None amount_payable: None sec_10_6_governing_law: the laws of the State of Georgia without regard to its conflict of laws provisions sec_10_6_arbitration_venue: arbitration in Atlanta, Georgia by a sole arbitrator pursuant to the rules and regulations then obtaining of the American Arbitration Association sec_10_3_reinstall_policy_url: https://www.flocksafety.com/reinstall-fee-schedule sec_10_8_far_citation: FAR section 2.101 sec_10_8_dfar_citations: DFAR section 252.2277014(a)(1) and (5); DFAR section 227.7202; FAR section 12.212 sections_present: 10.2 Assignment; 10.3 Entire Agreement; 10.4 Relationship; 10.5 Costs and Attorneys' Fees; 10.6 Governing Law; Venue; 10.7 Publicity; 10.8 Export; 10.9 Headings; 10.10 Counterparts; 10.11 Authority

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10.12 Notices. All notices under this Agreement will be in w when received, if personally delivered; when receipt is electr mail; the day after it is sent if sent by certifi riting and will be deemed to have been duly given onically confirmed, if transmitted by facsimile or e, if sent for next day delivery by recognized overnight delivery service; and upon receipt, ed or registered mail, return receipt requested.

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Form Name: Sole Source/Single Source Justification Form
Browser: unknown / unknown
IP Address: 76.17.51.45
Unique ID: 735932756
Request ID: #20
Submission Completed: January 11, 2021 3:45 pm
Process Time: 6 day(s), 4 hour(s), 21 minute(s), 57 second(s)
Participant(s): John Robison, Shawn Mitchell, Tom Harris, Sam Thomas
Location: 33.935001373291, -83.953796386719
Sole Source/Single Source Designation
Designation
Sole Source Designation
Sole Source/Single Source Justification
Flock Safety has a product called Flock Falcon which is an LPR (License
Plate Reader) tied into a nationwide database and search engine. The city
owns 1 Flock camera already. Several neighborhoods in the city are using
Flock too and the police department has been given access to these
cameras by the respective HOAs. We are looking to add more city cameras
into the Flock system which has unique search and notification abilities
nationwide. We can buy LPR cameras from other vendors but they would
not integrate with our existing Flock system so they would not accomplish
our goal of having these new cameras as part of our Flock system. In order
to add more cameras to our Flock system, they must be Flock cameras.
General Information
Date
01/05/2021
Originator's Name
Michael Stewart
Originator's Email
mstewart@alpharetta.ga.us
Department
Public Safety, including E911
Department Director/Designee Name
John Robison
Department Director/Designee Email
jrobison@alpharetta.ga.us
Vendor Name
Flock
Vendor #
3435
Department Director Approval
Name
John Robison
Date/Time
01/08/2021 10:58 AM
Department Director Approval
Approve
Budget & Procurement Manager Approval

What this page looks like — a machine’s description of the image, not a transcription

A machine-generated PDF printout of a City of Alpharetta online workflow form, scanned as an image. The page is a single column of laser-clean sans-serif type on white; there is no handwriting, no stamp, no signature image and no show-through anywhere on it. A run-in header at the top lists the submission metadata: Form Name, Browser, IP Address, Unique ID, Request ID, Submission Completed, Process Time, Participant(s) and Location. Below it a heading, 'Sole Source/Single Source Designation', over a two-column table whose first row gives the Designation as 'Sole Source Designation' and whose second row carries the full justification narrative: Flock Safety has a product called Flock Falcon, an LPR tied into a nationwide database and search engine; the city owns 1 Flock camera already; several neighborhoods are using Flock and the police department has been given access to those cameras by the respective HOAs; other vendors' LPR cameras would not integrate with the existing Flock system; therefore to add more cameras to the Flock system they must be Flock cameras. A second heading, 'General Information', introduces rows for Date, Originator's Name and Email, Department, Department Director/Designee Name and Email, Vendor Name and Vendor #. A third heading, 'Department Director Approval', gives Name, Date/Time and the approval decision. The page ends with a fourth heading, 'Budget & Procurement Manager Approval', and its rule — the section itself continues onto page 2. Nothing appears below that heading; the band scan confirms the sheet is empty past roughly y=756 pt. No dollar figure appears anywhere on this page. Form Name: Sole Source/Single Source Justification Form Browser: unknown / unknown IP Address: 76.17.51.45 Unique ID: 735932756 Request ID: #20 Submission Completed: January 11, 2021 3:45 pm Process Time: 6 day(s), 4 hour(s), 21 minute(s), 57 second(s) Participant(s): John Robison, Shawn Mitchell, Tom Harris, Sam Thomas Location: 33.935001373291, -83.953796386719 Designation: Sole Source Designation Sole Source/Single Source Justification: Flock Safety has a product called Flock Falcon which is an LPR (License Plate Reader) tied into a nationwide database and search engine. The city owns 1 Flock camera already. Several neighborhoods in the city are using Flock too and the police department has been given access to these cameras by the respective HOAs. We are looking to add more city cameras into the Flock system which has unique search and notification abilities nationwide. We can buy LPR cameras from other vendors but they would not integrate with our existing Flock system so they would not accomplish our goal of having these new cameras as part of our Flock system. In order to add more cameras to our Flock system, they must be Flock cameras. Date: 01/05/2021 Originator's Name: Michael Stewart Originator's Email: mstewart@alpharetta.ga.us Department: Public Safety, including E911 Department Director/Designee Name: John Robison Department Director/Designee Email: jrobison@alpharetta.ga.us Vendor Name: Flock Vendor #: 3435 Department Director Approval - Name: John Robison Department Director Approval - Date/Time: 01/08/2021 10:58 AM Department Director Approval: Approve

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Name
Shawn Mitchell
Date/Time
01/08/2021 10:59 AM
Budget & Procurement Manager
Approval
Approve
Procurement Official Approval
Name
Thomas Harris
Date
01/11/2021 09:32 AM
Procurement Official Approval
Approve
City Attorney Approval
Name
Sam Thomas
Date/Time
01/11/2021 03:44 PM
City Attorney Approval
Approve

What this page looks like — a machine’s description of the image, not a transcription

The continuation and final page of the sole-source form, in the same clean scanned type as page 1. It opens mid-section: the first two rows are labelled only 'Name' and 'Date/Time' with no heading above them, because their heading - 'Budget & Procurement Manager Approval' - sits at the foot of page 1. Those rows give Shawn Mitchell and 01/08/2021 10:59 AM, and the third row, labelled 'Budget & Procurement Manager Approval', records the decision 'Approve'. A heading 'Procurement Official Approval' then introduces three rows: Name 'Thomas Harris', Date '01/11/2021 09:32 AM', and the decision 'Approve'. A final heading 'City Attorney Approval' introduces Name 'Sam Thomas', Date/Time '01/11/2021 03:44 PM', and the decision 'Approve'. Below the last rule the page is entirely empty - roughly the bottom 55 percent of the sheet carries nothing at all. There is no handwriting, no signature, no stamp, no page number and no footer. Every approval on this form is a workflow click recorded as typed text; not one of them is a written signature. No dollar figure appears anywhere on the page. Name (top row; its section heading falls on page 1): Shawn Mitchell Date/Time (top row; its section heading falls on page 1): 01/08/2021 10:59 AM Budget & Procurement Manager Approval: Approve Procurement Official Approval - Name: Thomas Harris Procurement Official Approval - Date: 01/11/2021 09:32 AM Procurement Official Approval: Approve City Attorney Approval - Name: Sam Thomas City Attorney Approval - Date/Time: 01/11/2021 03:44 PM City Attorney Approval: Approve

PO 21000531 Backup.pdf

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