FLOCK AGREEMENT - MARICOPA COUNTY SO.PDF

DocuSign Envelope ID: 2BF28400-DEEA-44F9-BC01-B5024B7F72AA

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 Maricopa County (“Agency” or “County”) (each of Flock and Customer, a ’Party’).

This order form (“Order Form”) hereby incorporates and includes the ““GOVERNMENT AGENCY STUDY AGREEMENT”

, attached (“Terms”) which describe and set forth the general legal terms governing the relationship (collectively,

the "Agreement" ). The Terms contain, among other things, warranty disclaimers, liability limitations and use

limitations

The Agreement will become effective when this Order Form is executed by both Parties (the “Effective

Date”).

Agency:

Legal Entity Name: Maricopa
County

Address: 550 W. Jackson Street
Phoenix AZ 85003

Expected Payment Method: Not Applicable

Initial Term: 12 months

Contact Name: Phil Dougherty

Phone: 602-876-4835
E-Mail: p_dougherty@mcso.maricopa.gov

Billing Contact:
(if different than above)

See attached Axon $0 quote,
Exhibit C

Billing Term: Annual payment due Net 30 per
terms and conditions

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Name Price QTY Subtotal
Flock Falcon Camera $2,500.00 25.00 $62,500.00
Implementation Fee (Public) $250.00 25.00 $6,250.00

(Includes one-time fees)

Year | Total $68,750.00

Axon Enterprise, Inc. to be billed by Flock for the total contract price. Agency shall not be billed
under this Agreement. See Exhibit C for Axon Quote.

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Flock Group Inc. Services Agreement Order Form

I have reviewed and agree to the Customer Implementation Guide (Exhibit B) attached to this Agreement.

By executing this Order Form, Agency represents and warrants that it has read and agrees all of the terms
and conditions contained in the Terms attached. The Parties have executed this Agreement as of the dates set forth

below.

FLOCK GROUP, INC.

DocuSigned by:

By: ce (atvanrse

DT43202 10028401.

Name: Alex Latraverse

Title: Chief Revenue Officer

Date: 2/23/2022

MARICOPA COUNTY BOARD OF SUPERVISORS

Bill Gates, Chairman Date
Board of Supervisors

ATTEST:

Juanita Garza, Date
Clerk of the Board

APPROVED AS TO FORM:

MANE

Davina Bressler (Feb 24, 2022 09:48 MST)

Deputy County Attorney Date

DocuSign Envelope ID: 2BF28400-DEEA-44F9-BC01-B5024B7F72AA

GOVERNMENT AGENCY STUDY CUSTOMER AGREEMENT

This Government Agency Study 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 Non-
Agency End User (“Notifications”);

WHEREAS, Agency desires to partner with Flock Safety, Axon Enterprise, Inc. (“Axon”), and the
National Police Foundation to 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, in facilitation of a yearlong study on the efficacy of license plate reader technology;

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; 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, investigation 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. "Agency Data” will mean the data, media and content provided by Agency through the Services. For the
avoidance of doubt, the Agency Content will include the Footage and geolocation information and
environmental data collected by sensors built into the Units.

1.2 “Authorized End User” shall mean any individual employees, agents, or contractors of Agency accessing or
using the Services through the Web Interface, under the rights granted to Agency pursuant to this Agreement.

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 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.

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1.6“Flock Services” means the provision, via the Web Interface, of Flock’s software application for automatic
license plate detection, searching image records, and sharing Footage.

1.7 “Footage” means still images and/or video captured by the Hardware in the course of and provided via the
Services.

1.8 “Hardware” shall mean the Flock Cameras and any other physical elements that interact with the Embedded
Software and the Web Interface to provide the Services. The term “Hardware” excludes the Embedded Software.

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 “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.

1.11 “Non-Agency End User Data” means the Footage, geolocation data, environmental data and/or Notifications
of a Non-Agency End User.

1.12 “Unit(s)” shall mean the Hardware together with the Embedded Software.

1.13 “Web Interface” means the website(s) or application(s) through which Agency and its Authorized End Users
can access the Services in accordance with the terms of this Agreement.

2. FLOCK SERVICES AND SUPPORT

2.1 Provision of Access. Subject to the terms of this Agreement, Flock hereby grants to Agency a non-exclusive,
non-transferable right to access the features and functions of the Flock Services via the Web Interface during the
Service Term 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 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 make available to Agency and Authorized End Users. Flock will pass-
through any warranties that Flock receives from its then current third-party service provider to the extent that such
warranties can be provided to Agency. SUCH WARRANTIES, AS PROVIDED AS HONORED BY SUCH THIRD
PARTIES, ARE THE CUSTOMER’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.

2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Agency a limited, non-
exclusive, non-transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the
Embedded Software as installed on the Hardware by Flock; in each case, solely as necessary for Agency to use the
Flock Services.

2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to Agency a non-
exclusive, non-transferable right and license to use the Documentation during the Service Term for Agency’s
internal purposes in connection with its use of the Flock Services as contemplated herein.

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2.4 Usage Restrictions.

a. Flock IP. The purpose for usage of the Unit, Documentation, Services, support, and Flock IP are solely
to facilitate gathering evidence that could be used in a lawful criminal investigation by the appropriate government
agency and not for tracking activities that the system is not designed to capture (“Permitted Purpose’). Agency will
not, and will not permit any Authorized End Users to, (i) copy or duplicate any of the Flock IP; (ii) decompile,
disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software
component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the
source code of any software included in the Flock IP, or attempt to do any of the foregoing, and Agency
acknowledges that nothing in this Agreement will be construed to grant Agency any right to obtain or use such
source code; (iii) modify, alter, tamper with or repair any of the Flock IP, or create any derivative product from any
of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of Flock; (iv) interfere
or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove,
obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of
the Services or Flock IP; (vi) use the Services, support, Unit, Documentation or the Flock IP for anything other than
the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as
security or otherwise encumber, Agency’s rights under Sections 2.1, 2.2, or 2.3.

b. Flock Hardware. Agency understands that all Flock Hardware is owned exclusively by Flock, and that
title to any Flock Hardware does not pass to Agency upon execution of this Agreement. Agency is not permitted to
remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware.
Notwithstanding the notice and cure period set for in Section 6.3, Agency agrees and understands that in the event
Agency is found to engage in any of the restricted actions of this Section 2.4(b), all warranties herein shall be null
and void, and this Agreement shall be subject to immediate termination (without opportunity to cure) for material
breach by Agency.

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; or (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 (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 Application 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. For installation of Flock Hardware, prior to performing the physical installation

of the Units, Flock shall advise Agency on the location and positioning of the Units for optimal license plate image
capture, as conditions and location allow. Flock may consider input from Agency regarding location, position and

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angle of the Units (each Unit location so designated by Agency, a “Designated Location’’). Flock shall have final
discretion on location of Units. 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 confirming Designated Locations, in ordering and/or having the Designated Location ready for
installation including having all electrical work preinstalled and permits ready, if necessary. The deployment plan will
confirm the Designated Location. After installation, any subsequent changes to the deployment plan (“Reinstalls”)
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. Flock Safety shall have full discretion on decision to reinstall
Flock Hardware.

2.7.2 Agency 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. Although the Units are designed to utilize solar power, certain Designated Locations may require a
reliable source of 120V AC power, as described in the deployment plan. In the event adequate solar exposure is not
available Agency is solely responsible for providing a reliable source of 120V AC power to the Units, if necessary.
Additionally, Agency is solely responsible for (i) any permits or associated costs, and managing the permitting process
of installation of cameras or AC power; (ii) any federal, state or local taxes including property, license, privilege, sales,
use, excise, gross receipts or other similar taxes which may now or hereafter become applicable to, measured by or
imposed upon or with respect to the installation of the Hardware, its use (excluding tax exempt entities), or (iii) any
other supplementary cost for services performed in connection with installation of the Hardware, including but not
limited to contractor licensing, engineered drawings, rental of specialized equipment or vehicles, third-party personnel
(i.e. Traffic Control Officers, Electricians, State DOT-approved poles, etc., if necessary), such costs to be approved
by the Agency (“Agency Installation Obligations”). In the event that a Designated Location for a Unit requires
permits, Flock will provide the Agency with a temporary alternate location for installation pending the permitting
process. Once the required permits are obtained, Flock will relocate the Units from the temporary alternatelocation to
the permitted location at no additional cost. Flock will provide options to supply power at each DesignatedLocation. 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. Flockwill 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 thirdparty 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. Flock is not responsible for installation of Agency Hardware.

2.7.3 Flock’s Obligations. Installation of any Flock 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 confirmed. Following the initial installation of the Hardware and
any subsequent Reinstalls or maintenance operations, Flock’s obligation to perform installation work shall cease;
however, for the sole purpose of validating installation, 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 understands and agrees that the Flock Services will not function without the Hardware. Labor may
be provided by Flock or a third party. Flock is not obligated to install, reinstall, or provide physical maintenance to
Agency Hardware.

2.7.4 Security Interest. Flock Hardware shall remain the personal property of Flock and will be removed
upon the natural expiration of this Agreement at no additional cost to Agency. Agency shall not perform any acts
which would interfere with the retention of title of the Hardware by Flock. Should Agency default on any payment of
the Flock Services, Flock may remove 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 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 services under this Agreement does
not contemplate work in any areas that contain hazardous materials, or other hazardous conditions, including,

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without limit, asbestos, lead, toxic mold. 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. 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.

2.9 Support Services. 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
and its timing 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.

3. AGENCY RESTRICTIONS AND RESPONSIBILITIES

3.1 Agency Obligations. Agency agrees to provide Flock with accurate, complete, and updated registration
information. Agency may not select as its User ID a name that Agency does not have the right to use, or another
person’s name with the intent to impersonate that person. Agency may not transfer its account to anyone else
without prior written permission of Flock. Agency will not share its account or password with anyone, and must
protect the security of its account and password. Agency is responsible for any activity associated with its account.
Agency shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect
to, access or otherwise use the Services. Agency will, at its own expense, provide assistance to Flock, including, but
not limited to, by means of access to, and use of, Agency facilities, as well as by means of assistance from Agency
personnel, to the limited extent any of the foregoing may be reasonably necessary to enable Flock to perform its
obligations hereunder, including, without limitation, any obligations with respect to Support Services or any
Installation Services.

3.2 Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency will use
the Services only in compliance with this Agreement and all applicable laws and regulations, including but not
limited to any laws relating to the recording or sharing of video, photo, or audio content and retention thereof. To
the extent allowed by the governing law of the state mentioned in Section 10.6, or if no state is mentioned in Section
10.6, by the law of the State of 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 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
(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

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collected by Flock via the Unit, including the Footage, to enable the provision of the Services. The Receiving Party
shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Proprietary
Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are
reasonably necessary and appropriate to preserve and protect the Proprietary Information and the parties’ respective
rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the
Proprietary Information of the other party to those employees or agents who require access in order to perform
hereunder. The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or
unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no
event will a party apply less than reasonable precautions to protect such Proprietary Information, and (ii) not to use
(except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such
Proprietary Information. Flock’s use of the Proprietary Information may include processing the Proprietary
Information to send Agency Notifications or alerts, such as when a car exits Agency’s neighborhood, or to analyze
the data collected to identify motion or other events.

The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving
Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by
Receiving Party prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to Receiving Party without
restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the
Disclosing Party.

Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to
any subpoena, summons, judicial order or other judicial or governmental process, provided that the Receiving Party
gives the Disclosing Party reasonable prior notice of such disclosure to obtain a protective order or otherwise oppose
the disclosure. For clarity, Flock may access, use, preserve and/or disclose the Footage to law enforcement
authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief
that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with a legal process or
request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or
otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Flock, its users, a
third party, or the public as required or permitted by law, including respond to an emergency situation. Having
received notice prior to data being deleted, Flock may store Footage in order to comply with a valid court order but
such retained Footage will not be retrievable without a valid court order.

4.2 Agency and Non-Agency End User Data. As between Flock and Agency, all right, title and interest in the
Agency Data and Non-Agency End User Data, belong to and are retained solely by Agency. Agency hereby grants
to Flock a limited, non-exclusive, royalty-free, worldwide license to use the Agency Data and Non-Agency End
User Data and perform all acts with respect to the Agency Data and Non-Agency End User Data as may be
necessary for Flock to provide the Flock Services to Agency, including without limitation the Support Services set
forth in Section 2.9 above, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to
use, reproduce, modify and distribute the Agency Data and Non-Agency End User Data as a part of the Aggregated
Data (as defined in Section 4.4 below). As between Flock and Agency, Agency is solely responsible for the
accuracy, quality, integrity, legality, reliability, and appropriateness of all Agency Data and Non-Agency End User
Data. As between Agency and Non-Agency End Users that have prescribed access of Footage to Agency, each of
Agency and Non-Agency End Users will share all right, title and interest in the Non-Agency End User Data. This
Agreement does not by itself make any Non-Agency End User Data the sole property or the Proprietary Information
of Agency. Flock will automatically delete Footage older than 30 days. Agency has a 30-day window to view, save
and/or transmit Footage 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.

44 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

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therefrom). 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. Axon Enterprise, Inc. shall pay Flock on Agency’s behalf for the first twelve (12) months of service
hereunder as further described in the Quote (as defined herein) [See Exhibit C for Axon Quote].

5.2 Changes to Fees. [Reserved]
5.3 Invoicing, Late Fees; Taxes. [Reserved]

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. No hardware or installation services will
be provided to Agency. No financial commitment by Agency is required to access the Flock Services or Footage.
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. For clarity, No-Fee Terms and Service Terms can occur
simultaneously.

6. TERM AND TERMINATION

6.1 Term. Subject to earlier termination as provided below, the initial term of this Agreement shall be for a period
of one (1) year. If after one year the County desires to continue with an ALPR program then a formal solicitation
process will be completed.

6.2 Agency Satisfaction Guarantee. At any time during the agreed upon term, a customer not fully satisfied with
the service or solution may self-elect to terminate their contract. Self-termination of the contract by the customer
will be effective immediately. Flock will remove all equipment at its own convenience 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 prior written notice to the breaching party; provided,
however, that this Agreement will not terminate if the breaching party has cured the breach in a reasonable time
after receiving notice. 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 business.

6.4 Statutory Right of Cancellation for Conflict of Interest. Notice is given that, pursuant to A.R.S. § 38-511, the
County may cancel any contract without penalty or further obligation within three years after execution of the
contract, if any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on
behalf of the County is at any time, while the contract or an extension of the County is at any time, while the
contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any
capacity or consultant to any other party of the contract with respect to the subject matter of the contract.
Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or commission paid or due to any person
significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the County
from any other party to the contract arising as the result of the contract.

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6.5 Effect of Termination. Upon any termination of the Service Term, Flock will collect all Units, delete all
Agency Data, terminate Agency’s right to access or use any Services, and all licenses granted by Flock hereunder
will immediately cease. Upon termination, and thirty days (30) prior written notice, Agency will have the option to
transfer Agency Data to another system at no additional cost. Agency shall ensure that Flock is granted access to
collect all Units and shall ensure that Flock personnel does not encounter Hazardous Conditions in the collection of
such units. Upon termination of this Agreement, Agency will immediately cease all use of Flock Services.

6.6 No-Fee Term. The initial No-Fee Term will extend, after entering into this Agreement, for thirty (30) days from
the date a Non-Agency End User grants access to their Footage and/or Notifications. In expectation of repeated non-
continuous No-Fee Terms, Flock may in its sole discretion leave access open for Agency’s Authorized End Users
despite there not being any current Non-Agency End User authorizations. Such access and successive No-Fee
Terms are deemed to be part of the No-Fee Term. Flock, in its sole discretion, can determine not to provide
additional No-Fee Terms or can impose a price per No-Fee Term upon thirty (30) days’ notice. Agency may
terminate any No-Fee Term or access to future No-Fee Terms upon thirty (30) days’ notice.

6.7 Survival. The following Sections will survive termination: 2.4, 2.5, 3, 4, 5, 6.6, 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 Flock Hardware or Embedded Software (a “Defect’), Agency must
notify Flock’s technical support as described in Section 2.9 above. If Flock is unable to correct the Defect, Flock
shall, or shall instruct one of its contractors to repair or replace the Flock 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 known Defect. In the event of a
Defect, Flock will repair or replace the defective Unit at no additional cost. In the event that a Unit is lost, stolen, or
damaged, Agency may request that Flock replace the Unit at a fee according to the then-current Reinstall Policy
(https://www. flocksafety.com/reinstall-fee-schedule). Agency shall not be required to replace subsequently lost,
damaged or stolen Units, however, Agency understands and agrees that functionality, including Footage, will be
materially affected due to such subsequently lost, damaged or stolen Units and that Flock will have no liability to
Agency regarding such affected functionality nor shall the Usage Fee or Implementation Fees owed be impacted.
Flock is under no obligation to replace or repair Hardware.

7.2 Exclusions. Flock will not provide the remedy described in Section 7.1 above if any of the following exclusions
apply: (a) misuse of the Hardware or Embedded Software in any manner, including operation of the Hardware or
Embedded Software in any way that does not strictly comply with any applicable specifications, documentation, or
other restrictions on use provided by Flock; (b) damage, alteration, or modification of the Hardware or Embedded
Software in any way; or (c) combination of the Hardware or Embedded Software with software, hardware or other
technology that was not expressly authorized by Flock.

7.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the
Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation
Services in a professional and workmanlike manner. 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.

74 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

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-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.

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
RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR
TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE
OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR FOOTAGE OR
COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF
BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK’S ACTUAL KNOWLEDGE OR REASONABLE
CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE OR
IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH THE FBI DATABASE; (D) FOR ANY PUBLIC
DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (E) FOR CRIME
PREVENTION; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH
ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY AGENCY TO FLOCK FOR THE
SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT OR OMISSION THAT
GAVE RISE TO THE LIABILITY, INEACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF AN EMERGENCY, AGENCY SHOULD
CONTACT 911 AND SHOULD NOT RELY ON THE SERVICES.THIS LIMITATION OF LIABILITY OF
SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF 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.

8.2 Additional No-Fee Term Requirements. AS FLOCK IS PROVIDING SERVICES WITH NO FEE FOR THE
PURPOSES OF A PILOT, INNO EVENT SHALL FLOCK’S AGGREGATE LIABILITY, IF ANY, ARISING
OUT OF OR IN ANY WAY RELATED TO THE NO-FEE TERM EXCEED $100, WITHOUT REGARD TO
WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR OTHERWISE.

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

8.4 Indemnity. Agency hereby agrees to indemnify 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

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action that arises from an alleged violation of Section 3.2, a breach of this Agreement, Agency’s Installation
Obligations, Agency’s sharing of any data in connection with the Flock system, Flock employees or agent or Non-
Agency End Users, or otherwise from Agency’s use of the Services, Hardware and any Software, including any
claim that such actions violate any applicable law or third party right. 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 Section 3.2 or this Agreement. Flock agrees to indemnify and hold and save the
Agency, its officers, agents and employees, harmless from claims of personal injury or property damage on account
of Flock’s Installation Services.

9. RECORD RETENTION

9.1 Data Preservation. The Agency agrees to store Agency Data and Non-Agency End User Data in compliance
with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record
retention schedules. As part of Agency’s consideration for paid access and no-fee access to the Flock System, to the
extent that Flock is required by local, state or federal law to store the Agency Data or the Non-Agency End User
Data, Agency agrees to preserve and securely store this data on Flock’s behalf so that Flock can delete the data from
its servers and, should Flock be legally compelled by judicial or government order, Flock may retrieve the data from
Agency upon demand.

10. MISCELLANEOUS

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

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 Form(s), the then-current Reinstall Policy
(https://www. flocksafety.com/reinstall-fee-schedule), and Deployment Plan(s), and the quote attached hereto as
Exhibit C (“Quote”), each of which are incorporated herein by reference, are the complete and exclusive statement
of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements,
communications and other understandings relating to the subject matter of this Agreement, and that all waivers and
modifications must be in a writing signed by both parties, except as otherwise provided herein. None of Agency’s
purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting
terms are expressly rejected.

10.4 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement
and parties do not have any authority of any kind to bind the other party in any respect whatsoever.

10.5 Costs and Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing
party will be entitled to recover costs and attorneys’ fees.

10.6 Governing Law; Venue. This Agreement shall be governed by the laws of the State of Arizona without regard
to its conflict of laws provisions. To the extent that the arbitration language below does not apply, the federal and
state courts sitting in the State of Arizona will have proper and exclusive jurisdiction and venue with respect to any
disputes arising from or related to the subject matter of this Agreement. The parties agree that the United Nations
Convention for the International Sale of Goods is excluded in its entirety from this Agreement. Any dispute arising
out of, in connection with, or in relation to this agreement or the making of validity thereof or its interpretation or
any breach thereof shall be determined and settled by arbitration in Phoenix, Arizona by a sole arbitrator pursuant to
the rules and regulations then obtaining of the American Arbitration Association and any award rendered therein
shall be final and conclusive upon the parties, and a judgment thereon may be entered in the highest court of the
forum, state or federal, having jurisdiction. The service of any notice, process, motion or other document in
connection with an arbitration award under this agreement or for the enforcement of an arbitration award hereunder
may be effectuated by either personal service or by certified or registered mail to the respective addresses provided
herein.

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10.7 Publicity. Upon prior approval from Agency, Flock has the right to reference and use Agency’s name and
trademarks and disclose the nature of the Services provided hereunder in each case in business and development
and marketing efforts, including Flock’s website.

10.8 Export. Agency may not remove or export from the United States or allow the export or re-export of the Flock
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 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.

10.11 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and
have the authority to sign on behalf of and bind the organizations and individuals they are representing.

10.12 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given
when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-
mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt,

if sent by certified or registered mail, return receipt requested.

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EXHIBIT A

Statement of Work

Installation of Flock Camera on existing pole or Flock-supplied pole if required.

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EXHIBIT B

Customer Implementation Guide

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ffock warery

Let's defeat crime together.™

CUSTOMER IMPLEMENTATION GUIDE
LAW ENFORCEMENT

Copyright © 2021 Flock Safety

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TABLE OF CONTENTS

en oP

11.
12.

14.
15.
15.

Implementation Timeline
Implementation Team
Things to Consider when Picking Locations
Customer Responsibilities: AC-Powered Cams
Electrician Handout
Electrician Installation Steps
FAQs about AC-Powered Flock Cameras
Installation Service Brief
Permitting: Pre-Install Questionnaire
Timeline
Right of Way
AC Power vs. Solar
Traffic Control & Installation Methods
Paperwork & Required Forms
Contacts
*Fee Schedule
Help Center
Customer Support

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IMPLEMENTATION TIMELINE

This timeline provides general guidance and understanding of your installation process. While
we typically complete installations 6-8 weeks after locations have been finalized, delays can
occur as noted in the timeline below:

REVIEW CONFIRM CAMERA LOCATIONS WITH YOUR SALES REPRESENTATIVE

LOCATIONS Flock: Your Sales representative will present several viable options for camera locations

Customer: Review Deployment Plan & approve camera locations
Please Note: If Public Works is required to move forward, please obtain approval.

FINALIZE PREPARE FOR FINALIZED CAMERA LOCATIONS

LOCATIONS Flock: Confirm Deployment Plan and signed agreement. Flock will move forward with

next steps for locations that don’t need permits (minimum 10 locations needed to move
forward with partial installation)
Customer: Prepare the below items, as needed

If permits are required, begin application process

* If cameras will be AC-powered, hire an electrician/street department

STEP 1 CONDUCT ON-SITE SURVEY & PLACE FLAGS:

Flock: Flock technician conducts site survey to (1) evaluate solar or power access, (2)
check line of sight to the road, and (3) evaluate cellular service in the area. When the
technician deems the locations suitable, s/he will place a white flag at each spot.

Please Note: If the initially determined locations don’t meet Flock standards, we will
evaluate a new location, obtain customer approval, and redo a site survey. This may push
timeline for installation.

STEP 2 CALL 811

Flock: Flock Safety will coordinate with Call 811 to mark each camera location for
underground utilities within a 10-foot radius.

Please Note: Call811 is a government service, so turnaround times may vary and is
outside of Flock control.

STEP 3 SCHEDULE INSTALLATION

Flock: Flock will (1) ship any site specific materials that the technician does not have
locally (2) schedule the installation date.

STEP 4 INSTALL & VALIDATE CAMERAS

Flock: After installation, your Customer Success Manager will confirm that cameras are
capturing footage well and functioning properly. They will then give you full access to the
system along with helpful training resources.

ONGOING FINALIZE ANY INSTALLATION NEEDS

AS NEEDED Flock: While we typically complete installations within 4 weeks of finalizing locations,

delays may occur due to external factors. In these instances, we will continue to work
through this process until your cameras are fully installed and operational.

r') CUSTOMER IMPLEMENTATION GUIDE 3