HomeMy Public PortalAboutflock agreementFLOCK GROUP INC.
SERVICES AGREEMENT
ORDER FORM
This Order Form together with the Terms (as defined herein) describe the
relationship between Flock Group Inc. ("Flock") and the customer
identified below ("Agency" or "Town") (each of Flock and Customer, a
"Party"). This order form ("Order Form") hereby incorporates and
includes the "GOVERNMENT AGENCY AGREEMENT" attached (the "Terms")
which describe and set forth the general legal terms governing the
relationship (collectively, the "Agreement" ). The Terms contain, among
other things, warranty disclaimers, liability limitations and use
limitations.
The Agreement will become effective when this Order Form is executed
by both Parties (the "Effective Date").
Agency: FL - Gulf Stream PD
Legal Entity Name:
Address:
246 Sea Rd
Gulf Stream, Florida 33483
................................... ........
Expected Payment Method:
Initial Term: 12 months
Renewal Term: 12 months
Contact Name: John Haseley
Phone: (561) 278-861 1
E-Mail: jhaseley@gulf-stream.org
gulf-stream.org
Billing Contact:
(if ditTerent than above)
Billing Term: Invoice Plan payment due Net 30
per terms and conditions
Professional Services and One -Time Purchases
Name
Price/Usage
QTY
Subtotal
Fee
Professional Services - Standard Implementation
$350.00
6.00
$2,100.00
Fee
Hardware and Software Products
Annual recurring amounts over subscription term
Name
Price/Usage
Fee
QTY
Subtotal
Falcon
$2,500.00
6.00
$15,000.00
Subtotal Year 1: $17,100.00
Subscription Term: 12 Months
Estimated Sales Tax: $0.00
Total Contract Amount: $17,100.00
I have reviewed and agree to the Customer Implementation Guide
on Schedule B at the end of this agreement.
By executing this Order. Form, Agency represents and warrants that
it has read and agrees all of the terms and conditions contained in
the Terms attached. The Parties have executed this Agreement as of the
dates set forth below.
FLOCK GROUP, INC.
By:
Name
Title:
Date: —,I' M kP'1 C 4 Z(
Agency: FL - Gulf Stream PD
By:
Name:
Title: j.�m� Cwl Er d iv-ibuGE
Date: VUA>2" 1 St Z<D-z3
safetyffock
GOVERNMENT AGENCY AGREEMENT
This Government Agency Agreement (this "Agreement") is entered into
by and between Flock Group, Inc. with a place of business at 1 170
Howell Mill Rd NW Suite 210, Atlanta, GA 30318 ("Flock") and the
police department or government agency identified in the signature block
of the Order Form ("Agency") (each a "Party," and together, the
"Parties").
RECITALS
WHEREAS, Flock offers a software and hardware situational awareness
solution for automatic license plates, video and audio detection through
Flock's technology platform (the "Flock Service"), and upon detection,
the Flock Services are capable of capturing audio, video, image, and
recording data and can provide notifications to Agency upon the
instructions of Non -Agency End User (as defined below)
("Notifications");
WHEREAS, Agency desires access to the Flock Service on existing
cameras, provided by Agency, or Flock provided Flock Hardware (as
defined below) in order to create, view, search and archive Footage and
receive Notifications, including those from Non -Agency End Users of
the Flock Service (where there is an investigative or bona fide lawfi►l
purpose) such as schools, neighborhood homeowners associations,
businesses, and individual users;
WHEREAS, Flock deletes all Footage on a rolling thirty (30) day basis,
excluding Wing Replay which is deleted after seven (7) days. Agency is
responsible for extracting, downloading and archiving Footage from the
Flock System on its own storage devices for auditing for
prosecutorial/administrative purposes; and
WHEREAS, Flock desires to provide Agency the Flock Service and any
access thereto, subject to the terms and conditions of this Agreement,
solely for the awareness, prevention, and prosecution of crime, bona fide
investigations by police departments, and archiving for evidence
gathering ("Permitted Purpose").
AGREEMENT
NOW, THEREFORE, Flock and Agency agree that this Agreement,
and any addenda attached hereto or referenced herein, constitute the
complete and exclusive statement of the Agreement of the Parties with
respect to the subject matter of this Agreement, and replace and
supersede all prior agreements, term sheets, purchase orders,
correspondence, oral or written communications and negotiations by and
between the Parties.
1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the
meanings set forth or cross-referenced in this Section 1.
1.1 "Advanced Search" means the provision of Services, via the web
interface using Flock's software applications, which utilize advanced
evidence delivery capabilities including convoy analysis, multi-geo
search, visual search, cradlepoint integration for automatic vehicle
location, and common plate analysis.
1.2 "Agency Data" means the data, media and content provided by
Agency through the Services. For the avoidance of doubt, the Agency
Data will include the Footage.
1.3 "Agency Generated Data" means the messages, text, illustrations,
files, images, graphics, photos, comments, sounds, music, videos,
information, content, ratings, reviews, data, questions, suggestions, other
information or materials posted, uploaded, displayed, published,
distributed, transmitted, broadcasted, or otherwise made available on or
submitted through the Wing Suite.
1.4. "Agency Hardware" means the third -party camera owned or
provided by Agency and any other physical elements that interact with
the Embedded Software and the Web Interface to provide the Services.
1.5. "Aggregated Data" means information that relates to a group or
category of individuals, from which any potential individuals' personal
identifying information has been permanently "anonymized" by
commercially available standards to irreversibly alter data in such a way
that a data subject (i.e., individual person or impersonal entity) can no
longer be identified directly or indirectly.
1.6 "Authorized End User(s)" means 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.
1.7 "Deployment Plan" means the strategic geographic mapping of the
location(s) and implementation of Flock Hardware, and/or other relevant
Services required under this Agreement.
1.8 "Documentation" means 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.
1.9 "Embedded Software" means the software and/or firmware
embedded or preinstalled on the Flock Hardware or Agency Hardware.
1.10 "Falcon Flex" means an infrastructure -free, location -flexible
license plate reader camera that enables the Agency to self -install.
1.11 "Flock Hardware" means the Flock cameras or device, 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.
1.12 "Flock IP" means the Services, the Documentation, 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.
1.13 "Flock Safety FalconTm" means an infrastructure -free license plate
reader camera that utilizes Vehicle FingerprintTM technology to capture
vehicular attributes.
1.14 "Flock Safety RavenTm" means an audio detection device that
provides real-time alerting to law enforcement based on programmed
audio events such as gunshots, breaking glass, and street racing.
1.15 "Flock Safety SparroWym" means an infrastructure -free license
plate reader camera for residential roadways that utilizes Vehicle
FingerprintTM technology to capture vehicular attributes.
1.17 "Footage" means still images, video, audio and other data captured
by the Flock Hardware or Agency Hardware in the course of and
provided via the Services.
1.18 "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.
1.19 "Implementation Fee(s)" means the monetary fees associated with
the Installation Services, as defined below.
1.20 "Installation Services" means the services provided by Flock for
installation of Agency Hardware and/or Flock Hardware, including any
applicable installation of Embedded Software on Agency Hardware.
1.21 "Non -Agency End User(s)" means any individual, entity, or
derivative therefrom, authorized to use the Services through the Web
Interface, under the rights granted to pursuant to the terms (or to those
materially similar) of this Agreement.
1.22 "Services" or "Flock Services" means the provision, via the Web
Interface, of Flock's software applications for automatic license plate
detection, alerts, audio detection, searching image records, video and
sharing Footage.
1.23 "Support Services" means Monitoring Services, as defined in
Section 2.10 below.
1.24 "Usage Fee" means the subscription fees to be paid by the Agency
for ongoing access to Services.
1.25 "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.
1.26 "Wing Suite" means the Flock interface which provides real-time
access to the Flock Services, location of Flock Hardware, Agency
Hardware, third -party cameras, live -stream video, Wing Livestream,
Wing LPR, Wing Replay, alerts and other integrations.
1.27 "Wing Livestream" means real-time video integration with third -
party cameras via the Flock interface.
1.28 "Wing LPR" means software integration with third -party cameras
utilizing Flock's Vehicle Fingerprint TechnologyTM for license plate
capture.
1.29 "Wing Replay" means enhanced situational awareness
encompassing Footage retention, replay ability, and downloadable
content from Hot Lists integrated from third -party cameras.
1.30 "Vehicle FingerprintrM" 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.
2. 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 Services via the Web Interface during
the 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 and download via the
Web Interface for thirty (30) days. Authorized End Users will be
required to sign up for an account and select a password and username
("User ID"). Flock will also provide Agency with the Documentation to
be used in accessing and using the 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
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 Services, (such as using a third party to host the
Web Interface for cloud storage or a cell phone provider for wireless
cellular coverage) which makes the Services available to Agency and
Authorized End Users. Warranties provided by said third party service
providers are the agency's sole and exclusive remedy and Flock's sole
and exclusive liability with regard to such third -party services, including
without limitation hosting the Web Interface. 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 Flock
Hardware or Agency Hardware; in each case, solely as necessary for
Agency to use the 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 Term in connection with
its use of the Services as contemplated herein, and under Section 2.5
below.
2.4 Wing Suite 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 Wing Suite software and interface.
2.5 Usage Restrictions.
2.5.1 Flock IP. The permitted purpose for usage of the Flock
Hardware, Agency Hardware, 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
("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; (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 any of the Services or Flock IP; (vi) use the Services,
support, Flock Hardware, Documentation, or the Flock IP 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, Agency's rights under Sections 2.1, 2.2, 2.3, or 2.4.
2.5.2. 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.
Except for Falcon Flex products, which are designed for self -installation,
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 forth 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 2.5.2, 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.
2.6 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.
2.7 Suspension..
2.7.1 Service 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 or
Flock Service if Flock reasonably determines that (a) there is a threat or
attack on any of the Flock I P by Agency; (b) Agency's or any
Authorized End User's use of the Flock IP disrupts or poses a security
risk to the Flock IP or any other customer or vendor of Flock; (c) Agency
or any Authorized End User is/are using the Flock IP for fraudulent or
illegal activities; (d) Agency has violated any term of this provision,
including, but not limited to, utilizing the Services for anything other
than the Permitted Purpose; or (e) any unauthorized access to Flock
Services through Agency's account ("Service Suspension"). Agency
shall not be entitled to any remedy for the Service Suspension period,
including any reimbursement, tolling, or credit.
2.7.2 Service Interruption. Services may be interrupted in the event
that: (a) Flock's provision of the Services to Agency 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 Agency and to
provide updates regarding resumption of access to Flock Services. Flock
will use commercially reasonable efforts to resume providing access to
the 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 Agency 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 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 the Service Interruption (for any continuous
suspension lasting at least one full day) prorated for the proportion of
cameras on the Agency's account that have been impacted. For example,
in the event of a Service Interruption lasting five (5) continuous days,
Agency will receive a credit for five (5) free days at the end of the Term.
2.8 Installation Services.
2.8.1 Designated Locations. For installation of Flock Hardware,
excluding Falcon Flex products, prior to performing the physical
installation of the Flock Hardware, Flock shall advise Agency on the
location and positioning of the Flock Hardware for optimal license plate
image capture, as conditions and location allow. Flock may consider
input from Agency regarding location, position and angle of the Flock
Hardware ("Designated Location") and collaborate with Agency to
design the Deployment Plan confirming the Designated Locations. Flock
shall have discretion on location of Flock Hardware, subject to final
approval by Agency. 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.
After installation, any subsequent changes to the Deployment Plan
("Reinstalls") after thirty (30) days 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 fees. For clarity, Agency will receive prior notice and
provide approval for any such fees. These changes include but are not
limited to re -positioning, adjusting of the mounting, re -angling,
removing foliage, 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 shall have discretion on
decision to reinstall Flock Hardware, but shall do so in a reasonable
amount of time and in a manner acceptable to Agency.
2.8.2 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 Flock Hardware is designed
to utilize solar power, certain Designated Locations may require a
reliable source of 120V or 240V AC power. In the event adequate solar
power is not available, Agency is solely responsible for costs associated
with providing a reliable source of 120V or 240V AC power to Flock
Hardware. Flock will provide solar options to supply power at each
Designated Location. If Agency refuses recommended solar options,
Agency waives any reimbursement, tolling, or credit for any suspension
period of Flock Services due to low solar power. 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 Flock Hardware, its use (excluding tax
exempt entities), or (iii) any other supplementary cost for services
performed in connection with installation of the Flock 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
Flock Hardware requires permits, Flock may provide the Agency with a
temporary alternate location for installation pending the permitting
process. Once the required permits are obtained, Flock will relocate the
Flock Hardware from the temporary alternate location to the permitted
location at no additional cost. Without being obligated or taking any
responsibility for the foregoing, Flock may pay and invoice related costs
to Agency if Agency did not address them prior to the execution of this
Agreement or a third party requires Flock to pay. Agency represents and
warrants that it has, 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 tests
in connection with such installation.
2.8.3 Flock's Obligations. Installation of 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. Upon removal of Flock Hardware, Flock shall restore the
location to its original condition, ordinary wear and tear excepted.
Following the initial installation of the Flock 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
Flock Hardware for the length of the Term and will receive access to the
Footage for a period of seven (7) business days after the initial
installation for quality control and provide any necessary maintenance.
Labor may be provided by Flock or a third -party. Flock is not obligated
to install, reinstall, or provide physical maintenance to Agency
Hardware. Notwithstanding anything to the contrary, Agency
understands that Flock will not provide installation services for Falcon
Flex products.
2.8.4 Ownership of Hardware. 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 Flock Hardware by Flock. Should Agency 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 Agency's default and Flock shall have the right to enforce any other
legal remedy or right.
2.9 Hazardous Conditions. Unless otherwise stated in the Agreement,
Flock's price for its services under this Agreement does not contemplate
work in any areas that contain hazardous materials, or other hazardous
conditions, including, without limit, asbestos, lead, toxic or flammable
substances. In the event any such hazardous materials are discovered in
the designated locations in which Flock is to perform services under this
Agreement, Flock shall have the right to cease work immediately in the
area affected until such materials are removed or rendered harmless.
2.10 Support Services. Subject to the payment of fees, Flock shall
monitor the performance and functionality of Flock Services and may,
from time to time, advise Agency on changes to the Flock Services,
Installation Services, or the Designated Locations which may improve
the performance or functionality of the Services or may improve the
quality of the Footage. The work, its timing, and the fees payable relating
to such work shall be agreed by the Parties prior to any alterations to or
changes of the Services or the Designated Locations ("Monitoring
Services"). Flock will use commercially reasonable efforts to respond to
requests for support. Flock will provide Agency with reasonable
technical and on -site support and maintenance services ("On -Site
Services") in -person or by email at support(a-6flocksafety.com, at no
additional cost. Notwithstanding anything to the contrary, Agency is
solely responsible for installation of Falcon Flex products. Agency
further understands and agrees that Flock will not provide monitoring
services or on -site services for Falcon Flex.
2.11 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, upon Agency's prior written consent ("Special Terms"). To
the extent that any terns of this Agreement are inconsistent or conflict
with the Special Terms, the Special Terms shall control.
2.12 Upgrades to Platform. Flock may, in its sole discretion, make any
upgrades to system or platform that it deems necessary or useful to (i)
maintain or enhance (a) the quality or delivery of Flock's products or
services to its agencies, (b) the competitive strength of, or market for,
Flock's products or services, (c) such platform or system's cost
efficiency or performance, or (ii) to comply with applicable law. Parties
understand that such upgrades are necessary frorn time to time and will
not materially change any terms or conditions within this Agreement.
3. RESTRICTIONS AND RESPONSIBILITIES
3.1 Agency Obligations. Flock will assist Agency Authorized End Users
in the creation of a User ID. Agency agrees to provide Flock with
accurate, complete, and updated registration information. Agency may
not select as its User ID a name that Agency does not have the right to
use, or another person's name with the intent to impersonate that person.
Agency may not transfer its account to anyone else without prior written
permission of Flock. Agency will not share its account or password with
anyone and must protect the security of its account and password. Unless
otherwise stated and defined in this Agreement, Agency may not
designate Authorized End Users for persons who are not officers,
employees, or agents of Agency. Authorized End Users shall only use
Agency -issued email addresses for the creation of their User ID. 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. 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
4.1 Confidentiality. To the extent allowable by applicable FOIA and
state -specific Public Records Acts, each Party (the "Receiving Party")
understands that the other Party (the "Disclosing Party") has disclosed or
may disclose business, technical or financial information relating to the
Disclosing Party's business (hereinafter referred to as "Proprietary
Information" of the Disclosing Party). Proprietary Information of Flock
includes non-public information regarding features, functionality and
performance of the Services. Proprietary Information of Agency
includes non-public data provided by Agency to Flock or collected by
Flock via the Flock Hardware or Agency Hardware, to enable the
provision of the Services, which includes but is not limited to
geolocation information and environmental data collected by sensors .
The Receiving Party agrees: (i) to take the sarne 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 alerts, 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 it prior to receipt from the Disclosing Party, or
(c) was rightfully disclosed to it without restriction by a third party, or
(d) was independently developed without use of any Proprietary
Information of the Disclosing Party. Nothing in this Agreement will
prevent the Receiving Party from disclosing the Proprietary Information
pursuant to any judicial or governmental order, provided that the
Receiving Party gives the Disclosing Party reasonable prior notice of
such disclosure to contest such order. 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. Flock
may store deleted Footage in order to comply with certain legal
obligations, but such retained Footage will not be retrievable without a
valid court order.
4.2 Agency Data. As between Flock and Agency, all right, title and
interest in the Agency Data, belong to and are retained solely by Agency.
Agency hereby grants to Flock a limited, non-exclusive, royalty -free,
worldwide license to (i) use the Agency Data and perform all acts with
respect to the Agency Data as may be necessary for Flock to provide the
Flock Services to Agency, including without limitation the Support
Services set forth in Section 2.10 above, and a non-exclusive, perpetual,
irrevocable, worldwide, royalty -free, fully paid license to use, reproduce,
modify, display, and distribute the Agency Data as a part of the
Aggregated Data, (ii) disclose the Agency Data (both inclusive of any
Footage) to enable law enforcement monitoring for elected law
enforcement Hotlists as well as provide Footage search access to law
enforcement for investigative purposes only, and (iii) and obtain
Aggregated Data as set forth below in Section 4.5. As between Agency
and Non -Agency End Users that have prescribed access of Footage to
Agency, each of Agency and Non -Agency End Users will share all right,
title and interest in the Non -Agency End User Data. This Agreement
does not by itself make any Non -Agency End User Data the sole
property or the Proprietary Information of Agency. Flock will
automatically delete Footage older than thirty (30) days. Agency has a
thirty (30) day window to view, save and/or transmit Footage to the
relevant government agency prior to its deletion. Notwithstanding the
foregoing, Flock automatically deletes Wing Replay after seven (7) days,
during which time Agency may view, save and/or transmit such data to
the relevant government agency prior to deletion. Flock does not own
and shall not sell Agency Data.
4.3 Agency Generated Data in Wing Suite. Parties understand that
Flock does not own any right, title, or interest to third -party video
integrated into the Wing Suite. Flock may provide Agency with the
opportunity to post, upload, display, publish, distribute, transmit,
broadcast, or otherwise make available on or submit through the Wing
Suite, 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 Agency. Agency shall retain whatever legally cognizable right, title,
and interest that Agency has in Agency Generated Data. Agency
understands and acknowledges that Flock has no obligation to monitor or
enforce Agency's intellectual property rights to Agency Generated Data.
To the extent legally permissible, Agency grants Flock a non-exclusive,
perpetual, irrevocable, worldwide, royalty -free, fully paid license to use,
reproduce, modify, display, and distribute the Agency Generated Data
for the sole purpose of providing Flock Services. Flock does not own and
shall not sell Agency Generated Data.
4.4 Feedback. If Agency provides any suggestions, ideas, enhancement
requests, feedback, recommendations or other information relating to the
subject matter hereunder, Agency hereby assigns (and will cause its
agents and representatives to assign) to Flock all right, title and interest
(including intellectual property rights) with respect to or resulting from
any of the foregoing.
4.5 Aggregated Data. Flock shall have the right to collect, analyze, and
anonyrnize Agency Data and Agency Generated Data to create
Aggregated Data to use and perform the Services and related systems
and technologies, including the training of machine learning algorithms.
Agency hereby grants Flock a non-exclusive, worldwide, perpetual,
royalty -free right (during and after the Term hereof) to use and distribute
such Aggregated Data to improve and enhance the Services and for other
development, diagnostic and corrective purposes, other Flock offerings,
and crime prevention efforts. Parties understand that the aforementioned
license is required for continuity of Services. No rights or licenses are
granted except as expressly set forth herein. Flock does not sell
Aggregated Data.
5. PAYMENT OF FEES
5.1.1 Software Product Fees. For Order Forms listing Wing Suite,
Advanced Search and other software -only products, Agency will pay
Flock the fees for the Initial Term (as described on the Order Form
attached hereto) on or before the 30 day from the date of invoice. For
any Renewal Terms, Agency shall pay invoice on or before the 30`h day
from the date of renewal invoice.
5.1.2 Hardware Product Fees. For Order Forms listing Falcon,
Sparrow, Raven and Falcon Flex products, Agency will pay Flock fifty
percent (50%) of the fees for the Initial Term as set forth on the Order
Form on or before the 30"' day from date of invoice. Upon
commencement of installation, Flock will issue an invoice for twenty-
five percent (25%) of total fees, and Agency shall pay on or before
30" day following date of invoice. Upon completion of installation, Flock
will issue an invoice for the remaining balance and Agency shall pay on
or before 3011' day following date of final invoice. Flock is not obligated
to commence the Installation Services unless and until the first payment
has been made and shall have no liability resulting from any delay
related thereto. For any Renewal Terms, Agency shall pay the total
invoice on or before the 30th day from the date of renewal invoice.
5.2 Notice of Changes to Fees. Flock reserves the right to change the
fees or applicable charges and to institute new charges and fees on_
subsequent terns by providing sixty (60) days' notice prior to the end of
such Initial Term or Renewal Term (as applicable) to Agency (which
may be sent by email).
5.3 Invoicing, Late Fees; Taxes. Flock may choose to bill through an
invoice, in which case, full payment for invoices must be received by
Flock thirty (30) days after the receipt of invoice. If Agency is a non -
tax -exempt entity, Agency shall be responsible for all taxes associated
with Services other than U.S. taxes based on Flock's net income. If
Agency believes that Flock has billed Agency incorrectly, Agency must
contact Flock no later than sixty (60) days after the closing date on the
first billing statement in which the error or problem appeared, in order to
receive an adjustment or credit. Agency acknowledges and agrees that a
failure to contact Flock within this sixty (60) day period will serve as a
waiver of any claim Agency may have had as a result of such billing
error.
6. TERM AND TERMINATION
6.1 Term. The initial term of this Agreement shall be for the period of
time set forth on the Order Form and shall commence at the time
outlined in this section below (the "Term"). Following the Tenn, unless
otherwise indicated on the Order Form, this Agreement will
automatically renew for successive renewal terms of the greater of one
year or the length set forth on the Order Form (each, a "Renewal Term")
unless either Party gives the other Party notice of non -renewal at least
thirty (30) days prior to the end of the then -current tern.
a. For Wing Suite products: the Term shall commence upon
execution of this Agreement and continue for one (1) year, after which,
the Term may be extended by mutual consent of the Parties, unless
terminated by either Party.
b. For Falcon and Sparrow products: the Tenn shall commence
upon first installation and validation of Flock Hardware.
C. For Raven products: the Term shall commence upon first
installation and validation of Flock Hardware.
d. For Falcon Flex products: the Term shall commence upon
execution of this Agreement.
e. For Advanced Search products: the Term shall commence upon
execution of this Agreement.
6.2 Termination for Convenience. At any time during the agreed upon
Term, either Party may terminate this Agreement for convenience.
Termination for convenience of the Agreement by the Agency will be
effective immediately. Termination for convenience by Agency will
result in a one-time removal fee of $500 per Flock Hardware.
Termination for convenience by Flock will not result in any removal
fees. Upon termination for convenience, a refund will be provided for
Flock Hardware, prorated for any fees for the remaining Tenn length set
forth previously. Wing Suite products and Advanced Search are not
subject to refund for early termination. Flock will provide advanced
written notice and remove all Flock Hardware at Flock's own
convenience, within a commercially reasonable period of time upon
termination. Agency's termination of this Agreement for Flock's
material breach of this Agreement shall not be considered a termination
for convenience for the purposes of this Section 6.2.
6.3 Termination. Notwithstanding the termination provisions in Section
2.5.2, 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. 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. Upon termination for
Flock's material breach, Flock will refund to Agency a pro-rata portion
of the pre -paid fees for Services not received due to such termination.
6.4 No -Fee Term. Flock will provide Agency with complimentary
access to Hotlist alerts, as further described in Section 4.2 ("No -Fee
Term"). In the event a Non -Agency End User grants Agency access to
Footage and/or notifications from a Non -Agency End User, Agency will
have access to Non -Agency End User Footage and/or notifications until
deletion, subject to a thirty (30) day retention policy for all products
except Wing Replay, which is subject to a seven (7) day retention policy.
Flock may, in their sole discretion, provide access or immediately
terminate the No -Fee Term. The No -Fee Term will survive the Term of
this Agreement. Flock, in its sole discretion, can determine to impose a
price per No -Fee Term upon thirty (30) days' notice to Agency. Agency
may terminate any No -Fee Term or access to future No -Fee Terms upon
thirty (30) days' notice. If the No -Fee Term is terminated by Flock or
Flock imposes a price per No -Fee Term, Agency may terminate this
agreement and Flock will refund to Agency a pro-rata portion of the pre-
paid fees for Services.
6.5 Survival. The following Sections will survive termination: 2.5, 2.6,
3, 4, 5, 6.4, 7.3, 7.4, 8.1, 8.2, 8.3, 8.4, 9.1 and 9.6.
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.I0 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 Flock Hardware provided that such
inspection and test shall occur within a commercially reasonable time,
but no longer than seven (7) business days after Agency notifies the
Flock of a known Defect. In the event of a Defect, Flock will repair or
replace the defective Flock Hardware at no additional cost to Agency.
Absent a Defect, in the event that Flock Hardware is lost, stolen, or
damaged, Agency may request that Flock replace the Flock Hardware 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 Flock
Hardware, however, Agency understands and agrees that functionality,
including Footage, will be materially affected due to such subsequently
lost, damaged or stolen Flock Hardware 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 Flock Hardware or Agency Hardware.
7.2 Exclusions. Flock will not provide the remedy described in Section
7:1 if Agency has misused the Flock Hardware, Agency Hardware, or
Service in any manner.
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.
7.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1
ABOVE IS AGENCY'S SOLE REMEDY, AND FLOCK'S SOLE
LIABILITY, WITH RESPECT TO DEFECTIVE EMBEDDED
SOFTWARE. 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 OF SECTION 7.4 ONLY APPLIES TO THE
EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE
MENTIONED IN SECTION 9.6.
7.5 Insurance. Flock will maintain commercial general liability policies
with policy limits reasonably commensurate with the magnitude of
Flock's business risk. Certificates of Insurance can be provided upon
request.
7.6 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, acts or omissions of third -Party technology providers,
riots, fires, earthquakes, floods, power blackouts, strikes, supply chain
shortages of equipment or supplies, weather conditions or acts of
hackers, internet service providers or any other third Party acts or
omissions. Force Majeure includes the novel coronavirus Covid-19
pandemic, and the potential spread of variants, which is ongoing as of the
date of the execution of this Agreement.
8. LIMITATION OF LIABILITY; NO FEE TERM; INDEMNITY
8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO
THE CONTRARY, FLOCK AND ITS SUPPLIERS (INCLUDING BUT
NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY
SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES,
CONTRACTORS AND EMPLOYEES SHALL NOT BE
RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT
MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS
RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE,
STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY:
(A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR
INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA
OR FOOTAGE OR COST OF PROCUREMENT OF SUBSTITUTE
GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;
(B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL
OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER
BEYOND FLOCK'S ACTUAL KNOWLEDGE OR REASONABLE
CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR
INABILITY TO CAPTURE FOOTAGE OR IDENTIFY AND/OR
CORRELATE A LICENSE PLATE WITH THE FBI DATABASE; (D)
FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY
INFORMATION MADE IN GOOD FAITH; (E) FOR CRIME
PREVENTION; OR (F) FOR ANY AMOUNTS THAT, TOGETHER
WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS,
EXCEED THE FEES PAID AND/OR PAYABLE BY AGENCY TO
FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE
TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT
GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR
NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. 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.
8.2 Additional No -Fee Term Requirements. IN NO EVENT SHALL
FLOCK'S AGGREGATE LIABILITY, IF ANY, ARISING OUT OF
OR IN ANY WAY RELATED TO THE COMPLIMENTARY NO -FEE
TERM AS DESCRIBED IN SECTION 6.4 EXCEED $100, WITHOUT
REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT,
TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR
OTHERWISE. Parties acknowledge and agree that the essential purpose
of this Section 8.2 is to allocate the risks under the No -Fee Term
described in Section 6.4 and limit potential liability given the
aforementioned complimentary service, which would have been
substantially higher if Flock were to assume any further liability other
than as set forth herein. Flock has relied on these limitations in
determining whether to provide the complementary No -Fee Term. The
limitations set forth in this Section 8.2 shall not apply to claims or
damages resulting from Flock's other obligations under this Agreement.
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.
9. INDEMNIFICATION
Agency hereby agrees to indemnify and hold harmless Flock against any
damages, losses, liabilities, settlements and expenses in connection with
any claim or action that arises from an alleged violation of Section 3.1, 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, Flock Hardware, Agency Hardware and
any Embedded Software, including any claim that such actions violate
any applicable law or third Party right. Although Flock has no obligation
to monitor Agency's use of the Services, Flock may do so and may
prohibit any use of the Services it believes may be (or alleged to be) in
violation of Section 3.1 or this Agreement.
10. MISCELLANEOUS
10.1 Compliance With Laws. The Agency agrees to 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). In the event Flock is legally
compelled to comply with a judicial order, subpoena, or government
mandate, to disclose Agency Data or Agency Generated Data, Flock will
provide Agency with notice.
10.2 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.
10.3 Assignment. This Agreement is not assignable, transferable or
sublicensable by either Party, without prior consent. Notwithstanding the
foregoing, either Party may assign this Agreement, without the other
Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to
any purchaser of all or substantially all of such Party's assets or to any
successor by way of merger, consolidation or similar transaction.
10.4 Entire Agreement. This Agreement, together with the Order
Form(s), the then -current Reinstall policy
(https://www.flocksafety.com/reinstall-fee-schedule), Deployment
Plan(s), and any attached addenda 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.
In the event of any conflict of terms found in this Agreement or any other
terms and conditions, the terns of this Agreement shall prevail.
10.5 Relationship. No agency, partnership, joint venture, or
employment is created as a result of this Agreement and Agency does not
have any authority of any kind to bind Flock in any respect whatsoever.
Flock shall at all times be and act as an independent contractor.
10.6 Governing Law; Venue. This Agreement shall be governed by the
laws of the State in which the Agency is located. The Parties hereto agree
that venue would be proper in the chosen courts of the State of which the
Agency is located. The Parties agree that the United Nations Convention
for the International Sale of Goods is excluded in its entirety from this
Agreement.
10.7 Publicity. Upon prior consent 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 without limitation on
Flock's website.
10.8 Export. Agency may not remove or export from the United States
or allow the export or re-export of the Flock 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 Federal
Acquisition Regulation ("FAR"), section 2.101, the Services, the Flock
Hardware and Documentation are "commercial items" and according to
the Department of Defense Federal Acquisition Regulation ("DFAR")
section 252.2277014(a)(1) and are deemed to be "commercial computer
software" and "commercial computer software documentation." Flock is
compliant with FAR Section 889 and does not contract or do business
with, use any equipment, system, or service that uses the enumerated
banned Chinese telecommunication companies, equipment or services as
a substantial or essential component of any system, or as critical
technology as part of any Flock system. Consistent with DFAR section
227.7202 and FAR section 12.212, any use, modification, reproduction,
release, performance, display, or disclosure of such commercial software
or commercial software documentation by the U.S. Government will be
governed solely by the terms of this Agreement and will be prohibited
except to the extent expressly permitted by the terms of this Agreement.
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 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.
10.1 1 Notices. All notices under this Agreement will be in writing and
will be deemed to have been duly given when received, if personally
delivered; when receipt is electronically confirmed, if transmitted by
email; the day after it is sent, if sent for next day delivery by recognized
overnight delivery service; and upon receipt, if sent by certified or
registered mail, return receipt requested.
FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: legal@flocksafety.com
AGENCY NOTICES ADDRESS:
100 Sea Road
Gulf Stream, FL 33483
ATTN: Town Manager
EMAIL: rbasel(a,gulf-stream.org/
10.12 PUBLIC ENTITIE..S CRIMES ACT: As provided in Sections
287.132-133, Florida Statutes, by entering into this Agreement or
performing any work in furtherance hereof; the Contractor certifies that
it, its affliates, suppliers, subcontractors and consultants who will
perform hereunder, have not been placed on the convicted vendor list
maintained by the State of Florida Department of Management Services
within thirty-six (36) months immediately preceding the date hereof.
This notice is required by Section 287.133(3)(a), Florida Statutes.
10.13 INSPECTOR GENERAL: Pursuant to Sections 2-421-2-432
of the Palm Beach County Code of Ordinances, the Office of the
Inspector General has jurisdiction to investigate municipal matters,
review and audit municipal contracts and other transactions, and make
reports and recommendations to municipal governing bodies based on
such audits, reviews, or investigations. All parties doing business with
the Town shall filly cooperate with the inspector general in the exercise
of the inspector general's functions, authority, and power. The inspector
general has the power to take sworn statements, require the production of
records, and to audit, monitor, investigate and inspect the activities of the
Town, as well as contractors and lobbyists of the Town in order to detect,
deter, prevent, and eradicate fraud, waste, mismanagement, misconduct,
and abuses.
10.14 E-VERIFY ELIGIBILITY: The Contractor warrants and
represents that it is in compliance with Section 448.095, Florida ,Statutes,
as may be amended. No later than January I, 2021, the Contractor shall:
(1) register with and use the E-Verify System (E-Verify.gov) to
electronically verify the employment eligibility of all newly hired
workers; and (2) verify that all of the Contractor's subconsultants
performing the duties and obligations of this Agreement are registered
with and use the EVerify System to electronically verify the employment
eligibility of all newly hired workers. "The Contractor shall obtain from
each of its subconsultants an affidavit stating that the subconsultant does
not employ, contract with, or subcontract with an Unauthorized Alien, as
that term is defined in Section 448.095(1)(k), Florida Statutes, as may be
amended. The Contractor shall maintain a copy of any such affidavit
from a subconsultant for, at a minimum, the duration of the subcontract
and any extension thereof. This provision shall not supersede any
provision of this Agreement which requires a longer retention period.
The Town shall terminate this Agreement if it has a good faith belief that
the Contractor has knowingly violated Section 448.09(1), Florida
Statutes, as may be amended. If the Contractor has a good faith belief
that the Contractor's subconsultant has knowingly violated Section
448.09(I ), Florida Statutes, as may be amended, the Town shall notify
the Contractor to terminate its contract with the subconsultant and the
Contractor shall immediately terminate its contract with the
subconsultant. In the event of such contract termination, the Contractor
shall be liable for any additional costs incurred by the Town as a result of
the termination.
10.15 SCRUTINIZED COMPANIES: For Contracts under $1 M, the
Contractor certifies that it is not on the Scrutinized Companies that
Boycott Israel List created pursuant to Section 215.4725, Florida
Statutes, and that it is not engaged in a boycott of Israel. The Town may
terminate this Agreement at the Town's option if the Contractor is found
to have submitted a false certification as provided under Section
287.135(5), Florida Statutes, if the Contractor has been placed on the
Scrutinized Companies that Boycott Israel List created pursuant to
Section 215.4725, Florida Statutes, or if Contractor is engaged in a
boycott of Israel. For Contracts over $1 M, the Contractor certifies that it
is not on the Scrutinized Companies with Activities in Sudan List, the
Scrutinized Companies with Activities in the Iran Petroleum Energy
Sector List, or the Scrutinized Companies that Boycott Israel List created
pursuant to Section 215.4725, Florida Statutes. The Contractor further
certifies that it is not engaged in a boycott of Israel, and that it does not
have business operations in Cuba or Syria, as similarly provided in
Section 287.135, Florida Statutes. The Town may terminate this
Agreement at the Town's option if the Contractor is found to have
submitted a false certification as provided under Section 287.135(5),
Florida Statutes or if the Contractor has been placed on one of the
aforementioned lists created pursuant to Section 215.4725, Florida
Statutes. Additionally, the Town may terminate this Agreement at the
Town's option if the Contractor is engaged in a boycott of Israel or has
been engaged in business operations in Cuba or Syria, as defined in
Section 287.135, Florida Sialules.
10.16 PUBLIC RECORDS: In accordance with Section 119.0701,
Florida Statutes, the Contractor must keep and maintain this Agreement
and any other records associated therewith and that are associated with
the performance of the work described in the Scope of Services. Upon
request from the Town's custodian of public records, the Contractor must
provide the Town with copies of requested records, or allow such records
to be inspected or copied, within a reasonable time in accordance with
access and cost requirements of Chapter 119, Florida Statutes. A
Contractor who fails to provide the public records to the "mown, or fails to
make them available for inspection or copying, within a reasonable time
may be subject to attorney's fees and costs pursuant to Section 119.0701,
Florida Statutes, and other penalties under Section 1 19.10, Florida
Statutes. Further, the Contractor shall ensure that any exempt or
confidential records associated with this Agreement or associated with
the performance of the work described in Scope of Services are not
disclosed except as authorized by law for the duration of the Agreement
term, and following completion of the Agreement if the Contractor does
not transfer the records to the Town. Finally, upon completion of the
Agreement, the Contractor shall transfer, at no cost to the Town, all
public records in possession of the Contractor, or keep and maintain
public records required by the Town. If the Contractor transfers all public
records to the Town upon completion of the Agreement, the Contractor
shall destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. if the
Contractor keeps and maintains public records upon completion of the
Agreement, the Contractor shall meet all applicable requirements for
retaining public records. Records that are stored electronically must be
provided to the Town, upon request from the Town's custodian of public
records, in a format that is compatible with the Town's information
technology systems.
IF THE CONTRACTOR HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS AGREEMENT,
PLEASE CONTACT THE TOWN CLERK,
RECORDS CUSTODIAN FOR THE TOWN, AT
(561) 276-51.16, OR AT rbasel@gulf-stream.org OR
AT 100 SEA ROAD, GULF STREAM, FLORIDA
33483.