Agreement - Linking agmt w Flock Group Inc

DocuSign Envelope ID: 43F74DB2-1 BAD-41F7-92D2-66C9C-479F 876

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
FLOCK GROUP INC

This Linking Agreement (“Agreement”) is entered into as of this day of 2024,
between the City of Glendale, an Arizona municipal corporation (“City”), and Flock Group Inc, a Delaware
corporation, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.”

RECITALS

A. On October 1, 2021, the City of Tempe, a member of the S.A.V.E. consortium, entered into a contract
with Contractor to purchase the goods and services described in T21-119-01 (“Cooperative
Agreement”), which is attached hereto as Exhibit A. The Cooperative Agreement allows its
cooperative use by other governmental agencies, including the City.

B. Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods and
services by participating with other governmental units in cooperative purchasing agreements when
the best interests of the City would be served.

Cc. Section 2-149 also provides that the Materials Manager may enter into such cooperative agreements
without meeting the formal or informal solicitation and bid requirements of Glendale City Code
Sections 2-145 and 2-146.

D. The City wishes to contract with Contractor for supplies or services identical to those being provided
to other units of government under the Cooperative Agreement. Contractor consents to the City’s
cooperative use of the terms and conditions of the Cooperative Agreement, and agrees to provide
the supplies and services set forth in the Statement of Work appended hereto as Exhibit B.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference, and
the covenants and promises contained in this Linking Agreement, the parties agree as follows:

1. Term of Agreement.

A. As provided in the Cooperative Agreement, purchases can be made by governmental entities
from the date of award, which was October 1, 2021, until the date the contract terminates
on September 30, 2027, unless the term is extended by mutual agreement of the parties to
the Cooperative Agreement. The Cooperative Agreement, however, may not be extended
beyond September 30, 2027. The initial period of this Agreement is the period from the
Effective Date of this Agreement until September 30, 2027.

2. Scope of Work: Terms, Conditions, and Specifications.

A. Contractor shall provide City the supplies and/or services identified in the Scope of Work
attached as Exhibit B.

10/05/2023

DocuSign Envelope ID: 43F74DB2-1BAD-41F7-92D2-66C9C479F876

10.

11.

B. Contractor agrees to comply with all the terms, conditions and specifications of the
Cooperative Purchasing Agreement. Such terms, conditions and specifications are
specifically incorporated into and are an enforceable part of this Agreement.

Compensation.
A. City shall pay Contractor compensation at the same rate and on the same schedule as

provided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C.

B. The total purchase price for the supplies and/or services purchased under this Agreement
shall not exceed eight hundred thousand dollars ($800,000) annually or eight hundred
thousand dollars ($800,000) for the entire tetm of the Agreement (initial term plus any
extensions).

Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.

Non-discrimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status or any disability. Contractor will require any Sub-contractor to be bound to the same
requirements as stated within this section. Contractor, and on behalf of any subcontractors, warrants
compliance with this section.

Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the
City prior to the Effective Date.

E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of
ARS. § 41-4401.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties
hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to
not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.

Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and

during the term of this Agreement, will not use:
the forced labor of ethnic Uyghurs in the People’s Republic of China;

b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and

c. any contractors, subcontractors or suppliers that use the forced labor or any goods
or services produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China.

Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with
a Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate
signed by an officer of Contractor with oversight responsibility.

Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’
respective authorized representatives at the address listed below:

2
10/05/2023

DocuSign Envelope 1D: 43F74DB2-1BAD-41F7-92D2-66C9C479F876

City of Glendale

c/o Chief of Police

6835 North 57" Drive

Glendale, Arizona 85301

and

Flock Group Inc

c/o Kraig Gardner

1170 Howell Mill Road, NW Unit 210

Atlanta, Georgia 30318
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year set
forth above.
“City” “Contractor”
City of Glendale, an Arizona Flock Group Inc,
municipal corporation a Delaware corporation

DocuSigned by:
Kevin R. Phelps Name: Mark Smith
City Manager Title: General Counsel

ATYEST:
Julie K. Bower (SEAL)
City Clerk
APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

10/05/2023

DocuSign Envelope ID: 43F74DB2-1BAD-41F7-92D2-66C9C479F876

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
FLOCK GROUP INC

EXHIBIT A
CITY OF TEMPE COOPERATIVE PURCHASING AGREEMENT,
CONTRACT NUMBER T21-119-01

DocuSign Envelope ID: 43F74DB2-1BAD-41F7-92D2-66C9C479F876

Contract Modification and Financial Services  ¢ ‘
Renewal Notice Pro at Sr i Tempe.

Tempe, AZ 85281

Contract Number: 121-119-01

Issue Date: January 2, 2024
Description: Fixed Camera ALPR Solution for Police

99625 Effective Date

Flock Safety, Inc. Beginning: October 1, 2023,
Gwen Saltal through September
1170 Howell Mill Rd, NW Unit 210 30, 2027 (Retro)

Atlanta, GA 30318
Office: 866-901-1781
Email: gwen.saltal@flocksafety.com

This Contract Modification is being issued to formally document a change related to the above referenced contract. It shall

remain in effect through the current expiration date unless extended or canceled per terms and conditions of the above
referenced contract.

Contract Modification Information:

In accordance with the contract Special Terms and Conditions, the parties to this contract have agreed to renew the
agreement for four (4) years through September 30, 2027. This extension is in line with the available renewals under the
original RFP (4 years remaining). In order to secure savings, the City is utilizing this long-term extension through the end of
the natural term of agreement. A new agreement has been negotiated and approved that is attached to this Contract
Modification. A summary of the agreed to changes are noted below:

1) The agreement has been renewed through September 30, 2027.

2) The City currently has 33 cameras in its fleet. All of these cameras will continue to be priced at $2500 per camera
per year through September 30, 2027.

3) Any new cameras purchased during the renewal period will be priced at $3,000 per camera per month which will be
held firm through September 30, 2027.

4) The parties have agreed to move the term to a fiscal year basis as noted in the attached agreement. Payment will be
made up front annually based on the schedule included in the agreement and referenced below:

a) 12/31/2023 through 6/30/2024
b) 7/1/2024 through 6/30/2025.
c) 7/1/2025 through 6/30/2026.. . :
d) 7/1/2026 through 9/29/2027.......... seveseces eee sees $103,011.99

$42,413.01
.. $82,500.00

Total........ $310,425.00

5) There is a typo on Page 11.4 of the attached agreement, Paragraph 11.4, Entire Agreement: The reference to RFP
21-110 is hereby changed to RFP 21-119.

Contract Modification Acceptance

DocuSigned by: DocuSigned by:
Mark Smith 1/5/2024 { Aidael Grow 1/5/2024
Floc

atety Representative Date Michael Greene, C.P.M., CPPO Date
Printed Name: Procurement Administrator

DocuSign Envelope !D: 43F74DB2-1BAD-41F7-92D2-66C9C479F876
-FD16-4858-8109-946A1CA421EB

Flock Safety + AZ - Tempe PD

MAIN CONTA‘

4

fYock safety

DocuSign Envelope ID: 43F74DB2-1BAD-41F7-92D2-66C9C479F876
DocuSign Envelope ID: B5554E5A-FD16-~4858-8109-946A1CA421EB

ffock safety

EXHIBIT A
ORDER FORM
Customer: AZ - Tempe PD Initial Term: 45 Months
Legal Entity Name: AZ~- Tempe PD Renewal Term: 24 Months
Accounts Payable Email: — cathariena_mccann@tempe.gov Payment Terms: Net 30
Address: 120 E Sth St Tempe, Arizona 85281 Billing Frequency: Annual - First Year at Signing.

Retention Period: 30 Days

Hardware and Software Products
Annual recurring amounts over subscription term

(Quantiny
{Flock Safety Platform
Flock Safety Flock OS
Flockos ™ Included 1
Flock Safety LPR Products
Flock Safety Fatcon ® Included 33

Professional Services and One Time Purchases

lem Cast Quantity

[One Time Foes
Flock Safety Professional Services
Professional Services - Existing Infrastructure

Implementation Fee $150.00 7
Subtotal Year 1:
Annual Recurring Subtotal:
Discounts:
Estimated Tax:
Contract Total:

Special Terms:

‘Total

Votat

$1,050.00

$83,550.00

$82,500.00

$62,146.26
$0.00

$310,425.00

This Agreement supersedes any and all previously executed agreement between the Parties, relating to the provision of services by Flock to Customer and
any exhibits attached thereto or incorporated therein by reference. Upon execution of this Agreement, all previously executed agreements pertaining to the
Services provided shall run coterminous with the Term of this Agreement. In the event of any overlap in subscription terms and prior invoices, payments will

be provided in pro rata credit. Any estimates provided on credits are subject to change based on execution of new contract.

DocuSign Envelope ID: 43F74DB2-1BAD-41F7-92D2-66C9C479F876
DocuSign Envelope ID: B5554E5A-FD16-4858-8109-946A1CA421EB

New Products
Item Qty Unit Price (Prorated) Extended Price
Flock Safety Falcon % 7 $2,500.00 517,500.00)
Existing Products
lem I Qty Unit Price (Prorated) Extended Price
Flock Safety Falcon ® j 26 $2,500.00 $65,000.00)
Recurring (New + Existing)
Ttem {Qty Unit Price (Recurring) |
Flock Safety Falcon & 1 33 $2,500.00 $82,500.00)
One Time Fees
Professional Services - Existing Infrastructure Implementation
Fee 7 $150.00. $1,050.00)
Custom Billing Schedule
12/31/2023 - 6/30/2024 Due at Signing SA2413.01
7#1/2024 - 6130/2025 Year 2 $82,500.00)
4142025 - 32026 Year 3 $82,500.00}
74/2026 - 9/29/2027 Year 4+ $103,011.99
Total: $310,425.00)

DocuSign Envelope ID: 43F74DB2-1BAD-41F7-92D2-66C9C479F876

DocuSign Envelope ID: B5554ES5A-FD16-4858-8109-946A1CA421EB

Product and Services Description

Flock Satets Plattorm ftemy

Flock Safety Falcon &

An infrastructure-free license plate reader camera that utilizes

Vehicle Fingerprint® technology to capture vehicular
attributes.

Product Deseription terms

The Term shall commence upon first installation and
validation of Flock Hardware.

One-Tinw Fees Service Deseriptian

Installation on existing One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with
infrastructure the Flock Safety Advanced Implementation Service Brief.

Professional Services - Standard | One-time Professional Services engagement, Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance
Implementation Fee with the Flock Safety Standard Implementation Service Brief.

Professional Services - One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with

Advanced Implementation Fee ‘the Flock Safety Advanced Implementation Service Bricf.

FlockOS Features & Description

Package: Essentials

Community Cameras (Full Access)

Access to all privately owned Flock devices within your jurisdiction that have been shared with you.

‘Unlimited Users Unlimited users for FlockOS
‘State Network (LP Lookup Only) Allows agencics to look up license plates on all cameras opted in to the statewide Flock network.
Nationwide Network (LP Lookup Only) Allows agencies to look up license plates on all cameras opted in to the nationwide Flock nctwork,

Direct Share - Surrounding Jurisdiction (Full Access)

Access to all Flock devices owned by law enforcement that have been directly shared with you. Have
ability to search by vehicle fingerprint, receive hot list alerts, and view devices on the map.

Time & Location Based Search Search full, partial, and temporary plates by time at particular device locations
License Plate Lookup Look up specific license plate location history captured on Flock devices
. . Search footage using Vehicle Fingerprint™ technology. Access vehicle type, make, color, license plate
Vehicle Fingerprint Search state, missing / covered plates, and other unique features like bumper stickers, decals, and roof racks.
. 5 Reporting tool to help administrators menage their LPR program with device performance data, user and
Flock Insights/Analytics page network audits, plate read reports, hot list alert reports, event logs, and outcome reports.
Flock Safety’s maps are powered by ESRI, which offers the ability for 3D visualization, viewing of floor
plans, and layering of external GIS data, such as City infrastructure (i.¢., public facilities, transit systems,
ESRI Based Map Interface utilities), Boundary mapping (i.c., precincts, county lines, beat maps), and Interior floor plans (i.c.,

hospitals, corporate campuses, universities)

Real-Time NCIC Alerts on Flock ALPR Cameras

Alert sent when a vehicle entered into the NCIC crime database passes by a Flock camera

Unlimited Custom Hot Lists Ability to add a suspect's license plate to a custom list and get alerted when it passes by a Flock camera
‘Community Cameras (Ful! Access) Access to all privately owned Flock devices within your jurisdiction that have been shared with you.
Unlimited Users Unlimited users for FlockOS

State Network (LP Lookup Only) Allows agencies to look up license plates on all cameras opted in to the statewide Flock network.
Nationwide Network (LP Lookup Only) Allows agencies to look up license plates on all cameras opted in to the nationwide Flock network.

Direct Share - Surrounding Jurisdiction (Full Access)

Access to all Flock devices owned by law enforcement that have been dircetly shared with you. Have
ability to search by vehicle fingerprint, receive hot list alerts, and view devices on the map.

Time & Location Based Search Search full, partial, and temporary plates by time at particular device locations
License Plate Lookup Look up specific license plate location history captured on Flock devices
me . " Search footage using Vehicle Fingerprint™ technology. Access vehicle type, make, color, license plate

Vehicle Fingery s state, missing / covered plates, and other unique features like bumper stickers, decals, and roof racks.

. . Reporting tool to help edministrators manage their LPR program with device performance data, user and
Flock Insights/Analytics page network audits, plate read reports, hot list alert reports, event logs, and outcome reports,

Flock Safcty’s maps are powered by ESRI, which offers the abifity for 3D visualization, viewing of floor

ESRI Based Map Interface plans, and layering of extcrnal GIS data, such as City infrastructure (i.c., public facilities, transit systems,

utilities), Boundary mapping (i.¢., precincts, county lines, beat maps), and Interior floor plans (i.c..
‘hospitals, corporate campuscs, universitics)

Real-Time NCIC Alerts on Flock ALPR Cameras

|Aleri sent when a vehicle entered into the NCIC crime database passes by a Flock camera

Unlimited Custom Hot Lists

Ability to add a suspect's license plate to a custom list and get alerted when it passes by a Flock camera

DocuSign Envelope ID: 43F74DB2-1BAD-41F7-92D2-66C9C479F876
DocuSign Envelope ID: B5554E5A-FD16-4858-8109-946A1CA421EB

By executing this Order Form, Customer represents and warrants that it has read and agrees to all of the
terms and conditions contained in the Master Services Agreement attached. The Parties have executed this

Agreement as of the dates set forth below.

FLOCK GROUP, INC. Customer: AZ - Tempe PD
DocuSigned by:
d Al

ay. Mark Smile By: (Feet G76

Mark Smith Lisette Camacho
Name: Name:

General Counsel A { Suc Dice chor
Title: Title: Tix SVE

12/27/2023 /
Date: (271 Date: /F-[2 G/ 3

PO Number: —_

DocuSign Envelope ID: 43F74DB2-1BAD-41F7-92D2-66C9C479F876
DocuSign Envelope ID: BS554E5A-FD16~4858-8 109-946A1CA421EB
TERMS AND CONDITIONS

4, 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 Gata from, pursuant to the licenses granted herein.

1.9 “Flock Services” means the provision of Flock’s software and hardware situational awareness solution,
via the Web interface, for automatic license plate detection, alerts, audio detection, searching image records,
video and sharing Footage.

1.10 “Footage” means still images, video, audio and other data captured by the Flock Hardware or Customer
Hardware in the course of and provided via the Flock Services.

1.11 “Hotlist(s)” means a digital file containing alphanumeric license plate related information pertaining to
vehicles of interest, which may include stolen vehicles, stolen vehicle license plates, vehicles owned or
associated with wanted or missing person(s), vehicles suspected of being involved with criminal or terrorist
activities, and other legitimate law enforcement purposes. Hotlist also includes, but is not limited to, national
data (i.e., NCIC) for similar categories, license plates associated with AMBER Alerts or Missing
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 “Permitted Purpose” means for legitimate law enforcement purposes, including but not limited to the

awareness, prevention, and prosecution of crime, investigations, prevention of commercial harm, to the extent
permitted by law.

DocuSign Envelope ID: 43F74DB2-1BAD-41F7-92D2-66C9C479F 876
DocuSign Envelope ID: B5554E5A-FD16-4858-8 109-946A1CA421EB
1.14 “Retention Period’ means the time period that the Customer Data is stored within the cloud storage, as

specified in the product addenda.

1.15 “Vehicle Fingerprint™’ 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.

1.16 “Web Interface” means the website(s) or application(s) through which Customer and its Authorized End
Users can access the Services.

2. SERVICES AND SUPPORT

2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, non-transferable right to access
the features and functions of the Flock Services via the Web Interface during the Term, solely for the
Authorized End Users. The Footage will be available for Authorized End Users to access and download via
the Web Interface for the data retention time defined on the Order Form (“Retention Period’). Authorized
End Users will be required to sign up for an account and select a password and username (“User JD”).
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.

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

DocuSign Envelope ID: 43F74DB2-1BAD-41F7-92D2-66C9C479F 876
DocuSign Envelope 1D: B5554E5A-FD16-4858-8109-946A 1CA421EB
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 !P disrupts or poses a security risk
to the Flock IP or any other customer or vendor of Flock; (c) Customer or any Authorized End User is/are
using the Flock iP for fraudulent or illegal activities; (d) Customer has violated any term of this provision,
including, but not limited to, utilizing Flock Services for anything other than the Permitted Purpose; or (e) any
unauthorized access to Flock Services through Customer's account (“Service Suspension”). Customer shall
not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or
credit. If the Service Suspension was not caused by Customer, the Term will be tolled by the duration of the
Service Suspension.

2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other hazardous
conditions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any such
hazardous materials are discovered in the designated locations in which Flock 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 shail not share their
account username or password information and must protect the security of the username and password.
Unless otherwise stated and defined in this Agreement, Customer shall not designate Authorized End Users
for persons who are not officers, employees, or agents of Customer. Authorized End Users shall only use
Customer-issued email addresses for the creation of their User ID. Customer is responsible for any
Authorized End User activity associated with its account. Customer shall ensure that Customer provides Flock
with up to date contact information at all times during the Term of this agreement. Customer shall be
responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access
or otherwise use the Flock Services. Customer shall (at its own expense) provide Flock with reasonable
access and use of Customer facilities and Customer personnel in order to enable Flock to perform Services
(such obligations of Customer are collectively defined as “Customer Obligations").

3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants that
Customer shall use Flock Services only in compliance with this Agreement and all applicable laws and

regulations, including but not limited to any laws relating to the recording or sharing of data, video, photo, or
audio content.

4. DATA USE AND LICENSING

4.1 Customer Data. As between Flock and Customer, all right, title and interest in the Customer Data, belong

DocuSign Envelope ID: 43F74DB2-1BAD-41F7-92D2-66C9C479F876
DocuSign Envelope ID: B5554E5A-FD16-4858-8109-946A 1CA421EB
to and are retained solely by Customer. Customer hereby grants to Flock a limited, non-exclusive, royalty-
free, irrevocable, worldwide license to use the Customer Data and perform all acts as may be necessary for
Flock to provide the Flock Services to Customer. Flock does not own and shall not sell Customer Data.

4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post, upload, display,
publish, distribute, transmit, broadcast, or otherwise make available, messages, text, illustrations, files,
images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data,
questions, suggestions, or other information or materials produced by Customer (“Customer Generated
Data”). Customer shail 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 shail 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 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 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 order or other legal requirements, 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 !P; (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

DocuSign Envelope ID: 43F74DB2-1BAD-41F7-92D2-66C9C479F 876
DocuSign Envelope ID: B5554E5A-FD16-4858-8109-946A1CA421EB

code of any software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the
Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to
interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or
alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock
Services or Flock IP; (vi) use the Flock Services for anything other than the Permitted Purpose; or (vii) assign,
sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber,
Customer's rights. There are no implied rights.

5.3 Disclosure of Footage. Subject to and during the Retention Period, Flock may access, use, preserve
and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally
required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is
reasonably necessary to comply with a legal process, enforce this Agreement, or detect, prevent or otherwise
address security, privacy, fraud or technical issues, or emergency situations.

6. PAYMENT OF FEES

6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order Form based
on the billing structure and payment terms as indicated in the Order Form. If Customer believes that Flock has
billed Customer incorrectly, Customer must contact Flock no later than thirty (30) days after the closing date
on the first invoice in which the error or problem appeared to receive an adjustment or credit. Customer
acknowledges and agrees that a failure to contact Flock within this period will serve as a waiver of any claim.
If any undisputed fee is more than thirty (30) days overdue, Flock may, without limiting its other rights and
remedies, suspend delivery of its service until such undisputed invoice is paid in full. Flock shall provide at
least thirty (30) days’ prior written notice to Customer of the payment delinquency before exercising any
suspension right.

6.2 Notice of Changes to Fees. Flock reserves the right to change the fees for subsequent Renewal Terms
by providing sixty (60) days’ notice (which may be sent by email) prior to the end of the Initial Term or
Renewal Term (as applicable).

6.3 Intentionally Omitted.

6.4 Taxes. Customer is responsible for all taxes, levies, or duties, excluding only taxes based on Flock’s net
income, imposed by taxing authorities associated with the order. If Flock has the legal obligation to pay or
collect taxes, including amount subsequently assessed by a taxing authority, for which Customer is
responsible, the appropriate amount shall be invoice to and paid by Customer unless Customer provides
Flock a legally sufficient tax exemption certificate and Flock shall not charge customer any taxes from which it
is exempt. If any deduction or withholding is required by law, Customer shall notify Flock and shall pay Flock
any additional amounts necessary to ensure that the net amount that Flock receives, after any deduction and
withholding, equals the amount Flock would have received if no deduction or withholding had been required.

7. TERM AND TERMINATION

7.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order Form (the
“Term’).

7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any applicable Flock
Hardware at a commercially reasonable time period. In the event of any material breach of this Agreement,
the non-breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days
prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the
breaching Party has cured the breach prior to the expiration of such thirty (30) day period (“Cure Period”).
Either Party may terminate this Agreement (i) upon the institution by or against the other Party of insolvency,
receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of
creditors, or (iii) upon the other Party's dissolution or ceasing to do business. In the event of a material breach

DocuSign Envelope ID: 43F74DB2-1BAD-41F7-92D2-66C9C-479F876
DocuSign Envelope ID: B5554E5A-FD16-4858-8 109-946A1CA421EB
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 11.6.
8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER

8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded Software

(a “Defecf), 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. 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.
Flock agrees to be responsible for all replacement costs for up to two (2) cameras annually.

8.3 Warranty. Flock shail 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 PARTICULAR PURPOSE AND NON-
INFRINGEMENT, THIS DISCLAIMER ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING
LAW OF THE STATE MENTIONED IN SECTION 11.6.

8.5 Insurance. Flock will maintain commercial general liability policies to be provided as Exhibit B. The City
of Tempe will be listed as an additional insured on all policies.

8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any
cause beyond their control, including, but not limited to acts of God, changes to law or regulations,
embargoes, war, terrorist acts, pandemics (including the spread of variants), issues of national security, acts
or omissions of third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes,
supply chain shortages of equipment or supplies, financial institution crisis, weather conditions or acts of
hackers, internet service providers or any other third party acts or omissions.

9. LIMITATION OF LIABILITY; INDEMNITY

9.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK, ITS
OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE
RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR
TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT

DocuSign Envelope ID: 43F74DB2-1BAD-41F7-92D2-66C9C479F876
DocuSign Envelope ID: BS554E5A-FD16-4858-8109-946A1CA421EB

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 3X 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 11.6. NOTWITHSTANDING
ANYTHING TO THE CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY (I)
IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (Il) INDEMNIFICATION
OBLIGATIONS.

9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and
omissions of its own employees, officers, or agents, in connection with the performance of their official duties
under this Agreement. Each Party to this Agreement shall be liable for the torts of its own officers, agents, or
employees.

9.3 Flock Indemnity. Flock shall indemnify and hold harmless Customer, its agents and employees, from
liability of any kind, including claims, costs (including defense) and expenses, on account of: (i) any
copyrighted material, patented or unpatented invention, articles, device or appliance manufactured or used in
the performance of this Agreement; or (ii) any damage or injury to property or person directly caused by
Flock’s installation of Flock Hardware, except for where such damage or injury was caused solely by the
negligence of the Customer or its agents, officers or employees. Flock’s performance of this indemnity
obligation shall not exceed 10 TIMES the fees paid and/or payable for the services rendered under this
Agreement in the preceding twelve (12) months.

10. INSTALLATION SERVICES AND OBLIGATIONS

10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive property of Flock.
Title to any Flock Hardware shall not pass to Customer upon execution of this Agreement, except as
otherwise specifically set forth in this Agreement. Except as otherwise expressly stated in this Agreement,
Customer is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take
possession or control of Flock Hardware. Customer agrees and understands that in the event Customer is
found to engage in any of the foregoing restricted actions, all warranties herein shall be null and void, and this
Agreement shall be subject to immediate termination for material breach by Customer. Customer shall not
perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should
Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at Flock’s
discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock’s 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 shail 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,

DocuSign Envelope ID: 43F74DB2-1BAD-41F7-92D2-66C9C479F876
DocuSign Envelope ID: BS554E5A-FD16-4858-8 109-946A1CA421EB
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. (“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 fiability to fulfill Flock’s obligations
under this Agreement.

11. MISCELLANEOUS

11.1 Compliance with Laws. Parties shall comply with all applicable local, state and federal laws,
regulations, policies and ordinances and their associated record retention schedules, including responding to
any subpoena request(s).

11.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will
be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full
force and effect.

11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party, without
prior consent. Notwithstanding the foregoing, either Party may assign this Agreement, without the other
Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially ail
of such Party's assets or to any successor by way of merger, consolidation or similar transaction. The
Customer will be notified in a timely manner in the event an assignment occurs.

11.4 Entire Agreement. This Agreement, together with the Order Form(s), and the Standard and Special
Terms and Conditions contained in RFP 21-110, Addendum #1, and #2 and Flock Safety's proposal and best
and final offer and the reinstall fee schedule (https:/Avww.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 shail 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

DocuSign Envelope ID: 43F74DB2-1BAD-41F7-92D2-66C9C479F876
DocuSign Envelope ID: B5554E5A-FD16-4858-8109-946A1CA421EB
of which the Customer is located. The Parties agree that the United Nations Convention for the International

Sale of Goods is excluded in its entirety from this Agreement.

11.7 Special Terms. Flock may offer certain special terms which are indicated in the proposal and will
become part of this Agreement, upon Customer's prior written consent and the mutual execution by
authorized representatives (“Special Terms”). To the extent that any terms of this Agreement are inconsistent
or conflict with the Special Terms, the Special Terms shail control.

11.8 Publicity. Flock has the right to reference and use Customer's name and trademarks and disclose the
nature of the Services in business and development and marketing efforts.

11.9 Feedback. if Customer or Authorized End User provides any suggestions, ideas, enhancement
requests, feedback, recommendations or other information relating to the subject matter hereunder, Customer
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 of 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.

11.13 Conflict. In the event there is a conflict between this Agreement and any applicable statement of work,
or Customer purchase order, this Agreement controls unless explicitly stated otherwise.

11.14 Morality. In the event Customer or Flock Safety or its agents become the subject of an indictment,
contempt, scandal, crime of moral turpitude or similar event that would negatively impact or tarnish either
parties’ reputation. Either party shall have the option to terminate this Agreement upon prior written notice to
the other party.

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 itis 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. All notices will be provided to the email or mailing
address listed in the Order Form.

11.16 Non-Appropriation. Notwithstanding any other provision of this Agreement, ail obligations of the
Customer under this Agreement which require the expenditure of funds are conditioned on the availability of
funds appropriated for that purpose. Customer shall have the right to terminate this Agreement for non

DocuSign Envelope ID: 43F74DB2-1BAD-41F7-92D2-66C9C-479F 876
DocuSign Envelope ID: B5554E5A-FD16-4858-8109-946A1CA421EB
appropriation with thirty (30) days written notice without penalty or other cost.

11.17 Anti-Discrimination: Contractor agrees that it will comply with section 2-603(5) of the Tempe City Code
(‘TCC’), and will not refuse to hire or employ or bar or discharge from employment any person or discriminate
against such person in compensation, conditions, or privileges of employment because of race, color, gender,
gender identity, sexual orientation, religion, national origin, familial status, age, disability, or United States
military veteran status.

11.18 Arizona Law: The Contractor expressly warrants that it has and will continue to comply in all respects
with Arizona law concerning employment practices and working conditions, pursuant to A.R.S. § 23-211, et
seq., and all laws, regulations, requirements and duties relating thereto. Offeror further warrants that to the
extent permitted by law, it will fully indemnify the City for any and all losses arising from or relating to any
violation thereof.

11.19 Compliance with Federal and State Law: Contractor agrees and covenants that it will comply with any
and all applicable governmental restrictions, regulations and rules of duly constituted authorities having
jurisdiction insofar as the performance of the work and services pursuant to the Contract, and all applicable
safety and employment laws, rules and regulations, including but not limited to, the Fair Labor Standards Act,
the Walsh-Healey Act, and the Legal Arizona Workers Act (LAWA), and all amendments thereto, along with
all attendant laws, rules and regulations. Contractor acknowledges that a breach of this warranty is a material
breach of this Contract and Contractor is subject to penalties for violation(s) of this provision, including
termination of this Contract. City retains the right to inspect the documents of any and all contractors,
subcontractors and sub-subcontractors performing work and/or services relating to the Contract to ensure
compliance with this warranty. Any and all costs associated with City inspection are the sole responsibility of
Contractor, Contractor hereby agrees to indemnify, defend and hold City harmless for, from and against all
losses and liabilities arising from any and all violations thereof.

11.20 Non-Engagement of Israel Boycott: Contractor certifies it is not currently engaged in and agrees for the
duration of this Agreement to not engage in, a boycott of goods or services from Israel. This certification does
not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842.
Unless and until the U.S. District Court, District of Arizona's injunction is lifted, A.R.S. § 35-393.01 is
unenforceable.

11.21 Termination for Conflict of interest: This Contract is subject to the cancellation provisions of A.R.S. §
38-511. The City may cancel this Contract within three (3) years after its execution, without penalty or further
obligation, if any person significantly involved in initiating, securing, drafting, or creating the Contract for the
City becomes an employee or agent of the Contractor.

11.22 Compliance with A.R.S. § 35-394. Contractor hereby certifies that it does not currently, and agrees for
the duration of this Agreement, that Contractor will not, use: 1. The forced labor of ethnic Uyghurs in the
People’s Republic of China; 2. Any goods or services produced by the forced labor of ethnic Uyghurs in the
People’s Republic of China; or 3. Any contractors, subcontractors or suppliers that use the forced labor or any
goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.
Contractor hereby agrees to indemnify and hold harmless the Customer, its officials, employees, and agents
from any claims or causes of action relating to the Customer's action based upon reliance upon this
representation, including the payment of all costs and attorney fees incurred by the Customer in defending
such as action. Curing the term of agreement, Contractor shall alert the City within 5 days after becoming
aware of its noncompliance with this statute and cure any noncompliance within 180 days after initial
notification of noncompliance. Failure to cure in accordance with the provisions of this statute shall result in
contract termination.

| ¢
E Tempe.

Miki eine Si fhe dese

AFFIDAVIT OF COMPLIANCE WITH HOUSE BILL 2488
SUPPLIER AGREES TO NOT USE THE FORCED LABOR OF ETHNIC UYGHURS IN THE PEOPLE’S REPUBLIC OF