HomeMy WebLinkAbout2023 06.19 City Council Work Session Agenda re�c � City of Apache Junction, Arizona Meeting location:
City Council Chambers
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` 300 E.Superstition Blvd.
Agenda
\ - Apache Junction,AZ
\YZ 85119
City Council Work Session
apachejunctionaz.gov
Ph:(480)982-8002
Monday,June 19,2023 7:00 PM City Council Chambers
A. CALL TO ORDER
B. ROLL CALL
C. AGENDA ITEMS
1. 23-338 Presentation and discussion on proposed Resolution No. 23-16,
authorizing the city to enter into a first amendment to the
intergovernmental agreement with the American Charter Schools
Foundation dba Apache Trail High School for a grant-funded school
resource officer.
Sponsors: Michael Pooley
Attachments: Resolution 23-16 First Amendment to the IGA with Apache Trail
Apache Trail HS SRO Executed 05122020
2. 23-312 Presentation and discussion of a five-year master services and
license agreement with Flock Group, Inc. in an amount of
$315,500.00 for community safety.
Sponsors: Michael Pooley
Attachments: AZ-Apache Junction PD Flock Safety Terms and Conditions(F
Memo- FLOCK Safety 06-05-23
3. 23-330 Presentation and discussion on the City's efforts to address park
usage and community concerns related to Flatiron Park.
Representatives from the mental health industry in Apache
Junction may speak.
Sponsors: Bryant Powell
D. ADJOURNMENT
Copies of this agenda and additional information on any of the items listed above may be obtained from
the City Clerk's office located at 300 E Superstition Blvd,Apache Junction,AZ 85119, Monday through
Thursday from 7:00a-6:00p, excluding holidays.
The City of Apache Junction invites and welcomes people of all abilities to use our programs, sites and
facilities. Specific requests may be made by contacting the Human Resources Office at(480)474-2617
or TDD(480) 983-0095.
The Apache Junction City Council may vote to go into Executive Session for legal advice on any item
listed on this agenda pursuant to A.R.S. §38-431.03(A)(3);this notice is given pursuant to A.R.S. §
38-431.02 to the members of the City Council and the public.
City of Apache Junction,Arizona Page 1 Printed on 6/14/2023
City Council Work Session Agenda June 19,2023
City of Apache Junction,Arizona Page 2 Printed on 6/14/2023
City of Apache Junction, Arizona 300 E Superstition
Boulevard
U = Agenda Item Cover Sheet Apache Junction,AZ 85119
` Agenda Item No. 1.
'PizoN►' File ID: 23-338
Sponsor: Michael Pooley Agenda Date: 6/19/2023
Index: In Control: City Council Work Session
Presentation and discussion on proposed Resolution No. 23-16, authorizing the city to enter
into a first amendment to the intergovernmental agreement with the American Charter Schools
Foundation dba Apache Trail High School for a grant-funded school resource officer.
City of Apache Junction,Arizona Page 1 Printed on 611412023
RESOLUTION NO. 23-16
A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY
OF APACHE JUNCTION, ARIZONA, AUTHORIZING THE CITY OF
APACHE JUNCTION, ARIZONA TO ENTER INTO A FIRST
AMENDMENT TO THE INTERGOVERNMENTAL AGREEMENT WITH
AMERICAN CHARTER SCHOOLS FOUNDATION DBA APACHE TRAIL
HIGH SCHOOL FOR A GRANT-FUNDED SCHOOL RESOURCE
OFFICER.
WHEREAS, ON May 12, 2020, the City of Apache Junction
entered into an intergovernmental agreement ("IGA") with the
American Charter Schools Foundation dba Apache Trail High School
("School") in order to assign a sworn Arizona POST certified
peace officer as a full-time school resource officer ("SRO") ;
and
WHEREAS, the City and School desire to extend the IGA for
an additional three year term as well as amend the annual
salary, medical and dental insurance, retirement and social
security benefit amounts; and
WHEREAS, pursuant to A.R. S . §§ 11-952 (A) , 15-362 (13) and
15-364, cities and schools may enter into intergovernmental
agreements with each other for joint or cooperative activities;
and
WHEREAS, the parties have crafted the attached first
amendment to the IGA which formalizes the arrangement.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL
OF THE CITY OF APACHE JUNCTION ARIZONA, AS FOLLOWS :
1) The mayor and city council hereby approve the attached form
of the first amendment IGA between City and School and the
mayor is hereby authorized to sign the agreement.
2) The police chief or his designee is authorized and directed
to take all steps necessary to carry out the purpose and
intent of this resolution and to fulfill all the duties
required under the IGA.
PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF
APACHE JUNCTION, ARIZONA, THIS DAY OF , 2023 .
RESOLUTION NO. 23-16
PAGE 1 OF 2
SIGNED AND ATTESTED TO THIS DAY OF 2023 .
WALTER "'CHIP" WILSON
Mayor
ATTEST:
JENNIFER PENA
City Clerk
APPROVED AS TO FORM:
RICHARD J. STERN
City Attorney
RESOLUTION NO. 23-16
PAGE 2 OF 2
ATTACHMENT A
FIRST AMENDMENT TO THE INTERGOVERNMENTAL AGREEMENT
BETWEEN CITY OF APACHE JUNCTION AND AMERICAN CHARTER
SCHOOLS FOUNDATION TO PROVIDE A GRANT FUNDED SCHOOL
RESOURCE OFFICER AT APACHE TRAIL HIGH SCHOOL
THIS AMENDMENT is made and entered into this day of ,
2023, ("the Execution Date") by and between the CITY OF APACHE JUNCTION,
ARIZONA, an Arizona municipal corporation ("City"), and AMERICAN CHARTER
SCHOOLS FOUNDATION dba "Apache Trail High School", an Arizona Charter
School ("School"), sometimes collectively referred to as the "Parties" or
individually as the "Party".
RECITALS
A. On May 12, 2020, the Parties entered into an Agreement (the
"Agreement") wherein the City assigned a police officer to serve as a school
resource officer ("SRO") to assist in the development and implementation of a
School safety and education program on the terms and conditions set forth in
the Agreement.
B. The term of the Agreement ended on May 31, 2023.
C. The School applied for a three-year grant to continue to fund the SRO
Program which was approved in late May 2023 by the Arizona Department of
Education.
C. The Parties desire to retroactively extend and amend the Agreement to
reflect the grant award.
AGREEMENT
NOW, THEREFORE, in consideration of mutual promises contained herein
and other good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, the Parties agree to retroactively extend and amend
the May 12, 2020, Agreement as follows:
1) Section 2. Term and Termination. This Agreement shall be
effective retroactively beginning on June 1, 2023 and shall continue until May
31, 2026, however, either Party may terminate this Agreement for any reason
upon sixty (60) calendar days' written notice to the other Party by first class
certified U.S. mail, postage prepaid, addressed to the other Party as set forth in
this Agreement.
2) Section 4. Costs and Payment.
A. School agrees to pay for each fiscal year this Agreement is in effect,
the full cost of staffing the SRO with benefits, in an amount not to exceed
One Hundred Ninety Thousand Dollars and Zero Cents ($190,000.00).
B. The SRO must seek approval from the principal, or the principal's
designee, and the appropriate city police department supervisor before
working on SRO-related overtime (i.e., those matters pertaining to the
School, its students, or its employees). School shall pay one hundred
percent (100%) of any SRO overtime worked as the result of SRO-related
functions. City shall pay one hundred percent (100%) of any SRO overtime
that result from City-related activities (i.e., those matters that do not
involve the School, its students, or its employees). The SRO and City shall
make every reasonable effort to ensure that the SRO does not incur
overtime costs in any given week.
C. Payment to City from School is due within thirty (30) calendar days of
the School's receipt of a monthly itemized invoice. School agrees to pay
interest ("late fees") in the amount of five percent (5%) per annum on any
balance that remains unpaid more than fifteen (15) calendar days after the
due date.
D. Each Party will establish and maintain a budget according to its
established rules and regulations.
3) Except as expressly amended herein, all other terms and provisions of
the Agreement shall remain in full force and effect until the Agreement is
terminated.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be
signed by their duly authorized representatives as of the day and year first
above written.
SCHOOL:
AMERICAN CHARTER SCHOOLS FOUNDATION
dbaAPACHE TRAIL HIGH SCHOOL, an Arizona
charter school
By: Patrick Lawrence
Its: Chief Financial Officer
2
CITY:
CITY OF APACHE JUNCTION, ARIZONA, an
Arizona municipal corporation
By: Walter "Chip" Wilson
Its: Mayor
ATTEST:
Jennifer Pena
City Clerk
3
COUNSEL APPROVAL AS TO FORM:
I have read this Agreement and have determined such Agreement is in proper
form and is entered into within the powers of and authority granted under the
laws of the State of Arizona.
Michelle Thomas, ATHS Attorney Date
I have read this Agreement and have determined such Agreement is in proper
form and is entered into within the powers of and authority granted under the
laws of the State of Arizona.
Richard J. Stern, City Attorney Date
4
INTERGOVERNMENTAL AGREEMENT BETWEEN CITY OF APACHE JUNCTION
AND AMERICAN CHARTER SCHOOLS FOUNDATION TO PROVIDE A GRANT
FUNDED SCHOOL RESOURCE OFFICER AT APACHE TRAIL HIGH SCHOOL
THIS INTERGOVERNMENTAL AGREEMENT (the "Agreement") is made as
of theo±L day of 20,r,� ("Effective Date") by and between CITY OF
APACHE JUNCTION, A IZONA, an Arizona municipal corporation ("City") and
AMERICAN CHARTER SCHOOLS FOUNDATION dba"Apache Trail High School",
an Arizona Charter School ("School"). City and School are sometimes referred to
herein collectively as the "Parties," or individually as a "Party."
RECITALS
A. School desires City to assign a police officer to School to perform as a
school resource officer ("SRO"), and to assist in the development and
implementation of a school safety program and a law-related education program
(referred to collectively as the "School Safety Program"), and City is willing to
assign a police officer to School for such purposes under the terms and conditions
of this Agreement.
B. The Parties are authorized by A.R.S. §§ 15-342(13) and 11-952 to enter
into this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals and the
mutual promises and covenants set forth herein, and for other consideration, the
receipt and adequacy of which is hereby acknowledged, the Parties agree as
follows:
1. Services. City shall assign one police officer to School seven (7) days
prior to the commencement of the school year until the end of that school year to
perform SRO duties at Apache Trail High School located at 945 West Apache Trail,
Apache Junction, Arizona, 85120.
2. Term and Termination. This Agreement shall commence on the effective
date and shall continue until May 31, 2023. However, either Party may terminate
this Agreement for any reason upon thirty (30) calendar days' written notice to
the other Party by first class certified mail, postage prepaid, addressed to the
other Party as set forth in this Agreement.
3. Relationship of Parties. City shall have the status of an independent
contractorfor purposes of this Agreement. This Agreement is not intended to and
will not constitute, create, give rise to, or otherwise recognize a joint venture,
partnership, or formal business association or organization of any kind between
the Parties, and the rights and obligations of the Parties shall only be those
expressly set forth in this Agreement. The Parties agree that no person supplied
by School to accomplish the goals of this Agreement is a City employee.
The assigned SRO shall be considered an employee of City and shall be subject
to its control and supervision. The assigned SRO will be subject to current
procedures in effect for City police officers, including attendance at all mandated
training and testing to maintain state peace officer certification. The assigned
SRO shall fulfill duties as a law enforcement officer as certified by the Arizona
Police Officers Standards and Training board ("AZ POST"). School shall not
interfere with the assigned SRO duties as a sworn law enforcement officer.
City understands that School is responsible for the safety of students on campus
during curriculum hours. If School receives information that the assigned SRO
may have engaged in unprofessional, illegal, or immoral conduct, School will
immediately provide such information to City. If City receives information from
any credible source indicating that the assigned SRO may have engaged in
unprofessional, illegal, or immoral conduct that would affect the officer's ability to
safely and/or professionally perform duties for School, City will immediately
provide such information, as allowed by law, to School.
If any alleged unprofessional, illegal, or immoral conduct might affect the SRO's
ability to safely and/or professionally perform duties for School, City will
immediately remove the SRO from School to allow City and/or School to
investigate the allegations. City agrees to temporarily assign a replacement police
officer to School in this situation and if a replacement officer cannot be provided,
School will be credited for each day an officer is not assigned to the campus.
School, at its sole discretion, may refuse the assignment of any officer who has
previously been removed from School because of allegations of unprofessional,
illegal, or immoral conduct.
City shall be responsible for the SRO's compensation: 1) on days School is in
session and when the SRO is not at the School due to an off-campus activity at
School's request; 2) when SRO is involved in activity stemming from action taken
by the officer while in service of School, including attendance at court; and 3)
when the SRO is working an alternative work schedule as agreed upon by City and
School.
4. Costs and Payment.
A. School agrees to pay City Thirty Two Thousand Six Hundred Seventy
Four dollars and no cents ($32,674.00) for fiscal year 2019 - 2020 and One
Hundred Seventeen Thousand Seven Hundred Fifty Seven dollars and no cents
($117,757.00) for fiscal year 2020 - 2021 in consideration for the services
provided by City as set forth in Exhibit A.
B. The SRO must seek approval from the principal, or the principal's
2
designee, and the appropriate city police department supervisor before
working on SRO-related overtime (i.e., those matters pertaining to the School,
its students, or its employees). School shall pay one hundred percent (100%)
of any SRO overtime worked as the result of SRO-related functions. City shall
pay one hundred percent(100%)of any SRO overtime that resultfrom City-related
activities (i.e., those matters that do not involve the School, its students, or
its employees). The SRO and City shall make every reasonable effort to ensure
that the SRO does not incur overtime costs in any given week.
C. Payment to City from School is due within thirty (30) calendar days of
the School's receipt of a monthly itemized invoice. School agrees to pay
interest("late fees") in the amount of ten percent(10%) per annum on any balance
that remains unpaid more than fifteen (15) calendar days after the due date.
D. Each Party will establish and maintain a budget according to its
established rules and regulations.
5. School Resource Officer's (SRO's) Responsibilities and Goals.
A. An SRO shall have the following responsibilities:
i. Establish and maintain a professional working relationship with
School officials.
ii. Provide appropriate police and enforcement services at School.
iii. Work cooperatively with School administrators and parents to
identify students exhibiting high truancy rates.
iv. Attempt to locate and return to School all students who are
identified as absent from School without an acceptable excuse.
v. Contact a parent or guardian of each truant student to advise him
or her of the incident and determine the parent's or guardian's
awareness of the situation.
vi. Investigate all reported child abuse incidents within the School's
premises.
vii. Contact the parent or guardian of students who have not provided
School with proof of identification in accordance with A.R.S. §15-828.
viii. Prepare and maintain such records of their activities as are
required by the operational needs of the Apache Junction Police
3
Department.
B. An SRO shall use good faith efforts to achieve the following goals:
i. Work cooperatively with School administrators to establish an
effective administrative review of truancy and abuse incidents with
the objective of reducing truancy and abuse rates.
ii. Contact at least ninety-five percent (95%) of reported truant
students and one hundred percent (100%) of reported abused
students who abuse the truancy rules during each month that this
Agreement is in effect.
iii. Refer juveniles or their families, or both, to appropriate social
service agencies for assistance when a need is determined.
iv. Instruct School administrators and faculty members in: (a) the
identification of abused or neglected children; (b) the reporting of
abuse or neglect; and (c) the actions that can be taken to prevent
further abuse or neglect.
v. Provide counseling and educational programs in truancy,abuse,or
any other topic mutually agreed upon by the Parties in writing.
vi. Take appropriate steps, including enforcement and reporting
action, consistent with a police officer's duty, upon the discovery of
child abuse, drug use, or any other crime.
6. School Safety Program: Duties and Responsibilities.
A. The Parties agree to participate in the School Safety Program as
established by A.R.S. § 15-154 and as described more fully in the School Safety
Program Guidance Manual, a copy of which is on file with City police chief and
School principal.
B. Each Party agrees to assume the roles and responsibilities assigned
to it as per the School Safety Program Guidance Manual.
C.The assigned SRO shall have the additional following general duties:
i. Establish liaison with School administrators, staff, students and
parents.
ii. Inform students of their rights and responsibilities as lawful citizens
through presentation of law-related education in the classroom.
Each officer shall complete one hundred eighty (180) hours of
4
classroom law-related education instruction per year as outlined in
the above-referenced guidance manual.
iii. Network with community agencies that may or do provide services
to School.
iv. Act as a resource in the investigation of School-related criminal
activities.
v. Participate in the Parent-Teacher Association as requested.
vi. Participate in campus activities, student organizations, and
athletic events when feasible and appropriate.
vii. Provide a visible deterrence to crime while presenting a positive
impression of a law enforcement officer.
viii. Provide information when requested to students, parents, and
staff in law-related situations.
ix. Attend annual training provided by the Arizona Department of
Education ("ADE") with all related travel expenses to be paid by
School.
x. Maintain an activity log that tracks law-related education
classroom instruction, law enforcement activity and any situations
that takes the officer off School's campus.
A. Collaborate with School personnel on safety strategies and
participate as a member of the School Safety Assessment and
Prevention Team.
D. The SRO, at his or her discretion, may perform the following
additional tasks to enhance school efficiency:
i. Plan School security improvements.
ii. Prepare law-related education lessons.
iii. Develop collaborations with community resources, identifying
services offered that could benefit students.
iv. Conduct School safety assessments.
v. Work with the School safety team to review and update the School
safety plan, and conduct School-wide exercises to test the plan.
5
vi. Plan in-service training.
vii. Collaborate with School administration to analyze criminal
incident reports and disciplinary records as a means of identifying
patterns and developing strategies to address problems.
viii. Work with community-based and youth recreational and
leadership development activities that complement and reinforce the
School Safety Program.
ix. Attend training opportunities.
7. Time and Place of Performance.
A. City will ensure that the assigned SRO will serve a ten (10) month,full-
time,forty(40) hour a week assignment as specified by School's grant application.
The assigned officer will wear uniforms as authorized by City.
B. The SRO's activities will be restricted to the assigned School grounds
except for:
i. Follow-up home visits when needed as a result of School-related
problems.
ii. Incentive programs approved in writing (for example, by e-mail)
between the police department supervisor and School's principal, or
the principal's designee.
iii. In response to off campus, but School-related, criminal activity.
iv. Attendance at off-campus events or meetings at School's request.
v. Attendance at training.
vi. In response to emergency police activities.
vii. As directed by any police department supervisor.
viii. During days that School is not in session, the assigned SRO shall
perform his or her regular duties at a duty station as determined by
City.
8. School Responsibilities.
A. School will provide the SRO with an office at School and such
6
equipment and office supplies as is necessary for performance of the duties noted
in this Agreement, including a desk, chair, telephone, computer and e-mail
linkages, and filing space capable of being secured.
B. Upon termination,all property or equipment used by the Parties in the
performance of their responsibilities under this Agreement shall remain the
property of the Party that purchased the property or equipment.
9. Status Meetings. By mutual agreement, the Parties may meet from time
to time for purposes of discussing the status and conduct of the work being
performed under this Agreement, and addressing any problems that have come
to the Parties' attention and their views as to how such problems may be resolved,
including amending the terms and conditions of this Agreement. All amendments
to this Agreement must be in writing and approved by City.
10. Entire Agreement. This Agreement and any attachments represent the
entire agreement between the Parties and supersede all prior negotiations,
representations or agreements, either express or implied, written or oral. It is
mutually understood and agreed that no alteration or variation of the terms and
conditions of this Agreement shall be valid unless made in writing and signed by
the Parties hereto. Written and signed amendments shall automatically become
part of the supporting documents, and shall supersede any inconsistent provision
therein; provided, however, that any apparent inconsistency shall be resolved, if
possible, by construing the provisions as mutually complementary and
supplementary
11. Notices. Except as otherwise required by law, any notice required or
permitted under this Agreement shall be in writing and shall be given by personal
delivery, or by deposit in the United States mail, certified or registered, return
receipt requested, postage prepaid, addressed to the Parties at their respective
addresses set forth below, or at such other address as a Party may designate in
writing pursuant to the terms of this section:
City: Apache Junction Police Department
Attn: Chief of Police
300 E. Superstition Blvd.
Apache Junction, Arizona 85119
With a copy to: City of Apache Junction
Attn: City Attorney
300 E. Superstition Blvd.
Apache Junction, Arizona 85119
7
School: American Charter Schools Foundation
Attn: Chief Financial Officer
7500 N. Dreamy Draw Dr., Suite 220
Phoenix, Arizona 85020
12. Fingerprinting and Background Check. City represents and warrants
that the SRO meets all fingerprinting and background check clearances as per
AZPOST requirements to serves as a peace officer in the State of Arizona.
13. Legal Worker Requirements. The Parties warrant their respective
compliance with all federal immigration laws and regulations relating to their
respective employees and each Party respectively warrants its respective
compliance with A.R.S. § 23-214(A). Any breach of the warranties under this
paragraph will be deemed a material breach of the Agreement and is subject to
penalties up to and including termination of the Agreement.
14. Severability. City and School each believe that the execution, delivery
and performance of this Agreement are in compliance with all applicable laws.
However, in the unlikely event that any provision of this Agreement is declared
void or unenforceable (or is construed as requiring City to do any act in violation
of any applicable laws, including any constitutional provision, law, regulation, or
city code), such provision shall be deemed severed from this Agreement and this
Agreement shall otherwise remain in full force and effect; provided that this
Agreement shall retroactively be deemed reformed to the extent reasonably
possible in such a manner so that the reformed agreement (and any related
agreements effective as of the same date) provide essentially the same rights and
benefits (economic and otherwise) to the Parties as if such severance and
reformation were not required. Unless prohibited by applicable laws, the Parties
further shall perform all acts and execute, acknowledge and/or deliver all
amendments, instruments and consents necessary to accomplish and to give
effect to the purposes of this Agreement, as reformed.
15. Governing Law, Venue and Attorney Fees. The terms and conditions of
this Agreement shall be governed by and interpreted in accordance with the laws
of the State of Arizona. Any action at law or in equity brought by either Party for
the purpose of enforcing a right or rights provided for in this Agreement shall be
tried in a court of competent jurisdiction in Pinal County, Arizona. The Parties
hereby waive all provisions of law providing for a change of venue in such
proceeding to any other county. In the event either Party shall bring suit to
enforce any term of this Agreement or to recover any damages for and on account
of the breach of any term or condition in this Agreement, it is mutually agreed that
the prevailing party in such action shall recover all costs including reasonable
attorney fees to be determined by the court in such action.
16. Successors. Assignment & Delegation. The obligations and rights
8
created in this Agreement are binding upon and shall inure to the benefit of the
parties and their successors, assigns and legal representatives. Neither Party
may assign, sublet or delegate the duties hereunder, without the prior written
approval of the other Party. Such successor or assignee shall assume, in writing,
all duties and obligations hereunder of the prior party and shall further agree to
be bound by and to fully perform the terms of this Agreement.
17. Resolution of Disputes. In the event a dispute for any reason arises and
pursuant to A.R.S. § 15-154(F), the Parties shall meet and discuss within three
(3) business days. Any dispute not resolved by mutual agreement of the Parties
shall be decided in accordance with the applicable Arizona laws.
18. Cancellation. City and School acknowledge that this Agreement is
subject to cancellation by either Party pursuant to the provisions of A.R.S. § 38-
511.
19. Nonappropriation. Each Party recognizes that the performance by
either Party under this Agreement may be dependent upon the appropriation of
funds to or by that Party. Should either Party fail to appropriate the necessary
funds, that Party may terminate this Agreement as stated herein without further
duty or obligation. Each Party agrees to give notice to the other Party as soon
as reasonably possible after the unavailability of funds comes to the Party's
attention.
20. Indemnification and Insurance. To the extent permitted by law, each
Party covenants and agrees to fully indemnify, defend and hold harmless the
other Party, its elected and appointed officers, employees, and agents from and
against any and all suits, actions, legal or administrative proceedings, claims,
demands or damages of any kind or nature relating to this Agreement, including
attorney and expert witness fees, which, are the result of any act or omission of
the Party, its officers, employees, contractees, agents, and anyone acting under
its direction or control, whether reckless, intentional or negligent, in connection
with or incident to this Agreement. If any action or claim shall be brought or
asserted against either Party or its directors, officers, agents, servants or
employees for which indemnity may be sought from either Party, the Parties shall
promptly notify one another in writing. The noticed Party shall, within ten (10)
working days of receiving such notice, assume the defense thereof, and the
payment of all expenses, including any attorney fees and all court costs which
shall be paid as incurred. It is understood and agreed that both Parties may elect
to self-insure or obtain insurance through their pooling agreement with other
governmental entities against any or all of the risks related to this Agreement.
This section shall survive the expiration or early termination of this Agreement.
21.Workers' Compensation. An employee of either Party shall be deemed
to be an "employee" of both public agencies while performing pursuant to this
Agreement solely for purposes of A.R.S. § 23-1022 and the Arizona Workers'
9
Compensation laws. The primary employer shall be solely liable for any
workers' compensation benefits, which may accrue. Each Party shall post a
notice pursuant to the provisions of A.R.S. §23-1022 in substantially the following
form:
.All employees are hereby further notified that they may be
required to work under the jurisdiction or control or within the
jurisdictional boundaries of another public agency pursuant to an
intergovernmental agreement or contract, and under such
circumstances they are deemed by the laws of Arizona to be
employees of both public agencies for the purposes of worker's
compensation."
22. Family Education Rights and Privacy Act Compliance. Both Parties will
ensure that the dissemination and disposition of educational records complies at
all times with the Family Educational Rights and Privacy Act of 1974 and any
subsequent amendments thereto.
23. Time is of the Essence. Time is of the essence with respect to all
provisions in this Agreement. Any delay in performance by either Party shall
constitute a material breach of this Agreement.
24. Prohibition to Contract with Entities Who Engage in Boycott of the State
of Israel. The Parties acknowledge A.R.S. §§ 35-393 through 35-393.03, as
amended,which forbids public entities from contracting with entities who engage
in boycotts of the State of Israel. Should School under this Agreement engage in
any such boycott against the State of Israel, this Agreement shall be deemed
automatically terminated by operation of law. Any such boycott is a material
breach of contract.
25. Conflict of Interest. This Agreement is subject to, and may be
terminated by City in accordance with, the provisions of A.R.S. § 38-511.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first set forth above.
SCHOOL:
AMERICAN CHARTER SCHOOLS FOUNDATION
dba APACHE TRAIL HIGH SCHOOL, an Arizona
cha cho
By: Patrick Lawrence
Its: Chief Financial Officer
10
CITY:
CITY OF APACHE JUNCTION, ARIZONA, an
Arizona municipal corporation
By: Jeff Serdy
Its: Mayor
ATTEST:
10
6,0"-
nifer na, City Clerk
11
STAYIE OF ARIZONA )
ss.
COUNTY OFF-,�eT
The foregoing was subscribed and sworn to before me this (G day of
..-cam . 20AA by Patrick Lawrence, Chief Financial Officer, of
Arai eri�hQhatt L.Schools... oundation dbe "Apache Trail High School", an
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MARICOPA COUNTY
Comm. yes.lut�r 17,2020„fNotary Pt
My Commission Expires:
STATE OF ARIZONA �
) ss.
COUNTY OF PINAL )
The foregoing was subscribed and sworn to before me this day of
2Wct by Jeff Serdy, Mayor of City of Apache Junction,Arizona,
an Arizdna municipal corporation, who acknowledged that he signed the
foregoing instrument on behalf of City.
N ry Publ'
r'
My Commission Expires:
OFFICLALSEAL
Jennifer D Pens
NOTARYIR. .. ;K; ,,PusUC-�wgql��2ur�1
Comm# 57Ey49
My CWM Etas MR 1&2023
12
COUNSEL APPROVAL AS TO FORM:
I have read this Agreement and have determined such Agreement is in proper
form and is entered into within the powers of and authority granted under the laws
of the State of Arizona.
Attorney Date
I have read this Agreement and have determined such Agreement is in proper
form and is entered into within the powers of and authority granted under the laws
of the State of Arizona.
- 4��g -j 2.20
Richard J. Stern, City Attorney Date
13
EXHIBIT
14
City of Apache Junction Police Department
Fiscal Management Bureau
School Resource Officer(SRO)Rates
FY2019-20
The school districts are responsible for 100%of the cost of the officer.
100%of the officer's cost is$32,674.
TOTAL SALARIES CALCULATIONS
Category: Police Officer
Mo.Salary #of Mths TOTAL
Salaries-Police $ 28.60 3.5 $ 18,303
Total Salaries $ 18,303
Fringe Costs:
Industrial Insurance 5.91% $ 1,082
Retirement System 61.34% $ 11,227
Social Security 1.45% $ 265
Health, Dental,Life, LTD, 9.82% $ 1,797
Cancer, Unemployment
Insurance
Total Fringes $ 14,371
Total Personal Services $ 32,674
Prorated Hourly Rate-Officer $ 51.05
Total Cost per School Resource Officer $ 32,674
Billed In 10 increments at$3,267 per increment
Hours will be credited at the rate below which is derived by dividing$32,674
by 640 hours
SRO $ 51.05
Overtime will be charged at the overtime rate below for FY2019-2020
SRO $ 76.58
City of Apache Junction Police Department
Fiscal Management Bureau
School Resource Officer(SRO)Rates
FY2020-2021
The school districts are responsible for 100%of the cost of the officer.
100%of the officer's cost is$117,757
TOTAL SALARIES CALCULATIONS
Category: Police Officer
Mo.Salary #of Mths TOTAL
Salaries-Police $29.3130 12 $ 60,971
Total Salaries $ 60,971
Fringe Costs:
Industrial Insurance 5.91% $ 3,603
Retirement System 65.19% $ 39,745
Social Security 1.45% $ 884
Health, Dental, Life, LTD, 20.59% $ 12,554
Cancer, Unemployment
Insurance
Total Fringes $ 56,786
Total Personal Services $ 117,757
Prorated Hourly Rate-Officer $ 56.61
Annual
Total Cost per School Resource Officer $ 117,757
Billed in 10 increments at$12,017 per Increment
Hours will be credited at the rate below which is derived by dividing$117,757
by 2,080 hours
SRO $ 56.61
Overtime will be charged at the overtime rate below for FY2020-2021
SRO $ 84.92
City of Apache Junction, Arizona 300 E Superstition
Boulevard
U = Agenda Item Cover Sheet Apache Junction,AZ 85119
` Agenda Item No.2.
'PizoN►' File ID: 23-312
Sponsor: Michael Pooley Agenda Date: 6/19/2023
Index: In Control: City Council Work Session
Presentation and discussion of a five-year master services and license agreement with Flock
Group, Inc. in an amount of$315,500.00 for community safety.
City of Apache Junction,Arizona Page 1 Printed on 611412023
nn
11
�• •� 1'
Flock Safety+AZ-Apache Junction
PD
Flock Group Inc.
1170 Howell Mill Rd,Suite 210
Atlanta,GA 30318
MAIN CONTACT:
Caity Peak
caity.peak@flocksafety.com
9168829425
f rock safety
DocuSign Envelope ID:5887E726-4166-4536-AOB2-OE8DO14F840A
ock safety
EXHIBIT A
ORDER FORM
Customer: AZ-Apache Junction PD Initial Term: 60 Months
Legal Entity Name: AZ-Apache Junction PD Renewal Term: 24 Months
Address: 1001 N Idaho Rd Apache Junction,Arizona Payment Terns: Net 30
85119 Billing Frequency: Annual Plan-First Year Invoiced at Signing.
Retention Period: 30 Days
Hardware and Software Products
Annual recurring amounts over subscription tern
Item C Quantity A
Flock Safety Platform AMWA&� $62,500.00
Flock Safety Flock OS
FlockOS TM Included 1 Included
Flock Safety LPR Products
Flock Safety Falcon® Included 25 Included
Professional Services and One Time Purchases
jw� Cost Quantity Total
One Time Fe
Flock Safety Professional Services
Professional Services-Standard Implementation Fee $650.00 3 $1,950.00
Professional Services-Existing Infrastructure $150.00 7 $1,050.00
Implementation Fee
Subtotal Year 1: $65,500.00
Annual Recurring Subtotal: $62,500.00
Discounts: $62,500.00
Estimated Tax: $25,812.51
Contract Total: $315,500.00
Taxes shown above are provided as an estimate.Actual taxes are the responsibility of the Customer.This Agreement will automatically renew for
successive renewal terms of the greater of one year or the length set forth on the Order Form(each,a"Renewal Term')unless either Party gives the
other Party notice of non-renewal at least thirty(30)days prior to the end of the then-current term.
DocuSign Envelope ID:5887E726-4166-4536-AOB2-OE8DO14F840A
Billing Schedule
� 1
Year 1
At Contract Signing $65,500.00
Annual Recurring after Year 1 $62,500.00
Contract Total $315,500.00
*Tax not included
Discounts
Discounts 1
Flock Safety Platform $62,500.00
Flock Safety Add-ons $0.00
Flock Safety Professional Services $0.00
Product and Services Description
Flock Safety Platform Items Product Description
An infrastructure-free license plate reader camera that utilizes Vehicle The Term shall commence upon first installation and validation of Flock
Flock Safety Falcon® Fingerprint®technology to capture vehicular attributes. Hardware.
One-Time Fees Service Description
Installation on existing One-time Professional Services engagement.Includes site&safety assessment,camera setup&testing,and shipping&handling in accordance with
infrastructure the Flock Safety Advanced Implementation Service Brief.
Professional Services-Standard One-time Professional Services engagement.Includes site and safety assessment,camera setup and testing,and shipping and handling in accordance
Implementation Fee with the Flock Safety Standard Implementation Service Brief.
Professional Services- One-time Professional Services engagement.Includes site&safety assessment,camera setup&testing,and shipping&handling in accordance with
Advanced Implementation Fee the Flock Safety Advanced Implementation Service Brief.
By executing this Order Form,Customer represents and warrants that it has read and agrees to all of the
terms and conditions contained in the Master Services Agreement attached.The Parties have executed this
Agreement as of the dates set forth below.
FLOCK GROUP,INC. Customer:AZ-Apache Junction PD
DocuSigned by:
''rr
By: kA.Y� sl%& By:
Mark Smith
Name: Name:
General Counsel
Title: Title:
6/2/2023
Date: Date:
PO Number:
2
DocuSign Envelope ID:5887E726-4166-4536-AOB2-OE8DO14F840A
Master Services and License Agreement
This Master Services Agreement(the "Agreement") is entered into by and between Flock
Group, Inc. with a place of business at 1170 Howell Mill Road NW Suite 210, Atlanta, GA
30318 ("Flock") and the entity identified in the signature block("Customer") (each a"Party,"
and together, the "Parties") on this the day of 2023. This Agreement is effective on
the date the last Party signs ("Effective Date"). Parties will sign an Order Form("Order Form")
which will describe the Flock Services to be performed and as set forth in attached Exhibit A,
and the period for performance noted in the Go-Live Date as set forth in § 10.5 below. The
Parties agree as follows:
RECITALS
WHEREAS, Flock offers a software and hardware situational awareness solution
through Flock's technology platform that upon detection is capable of capturing license plate
images and recording data and provide notifications to Customer("Notifications");
WHEREAS, Customer desires access to the Flock Services (defined below) on existing
devices,provided by Customer, or Flock provided Flock Hardware (as defined below) in order to
create, view, search and archive Footage and receive Notifications, via the Flock Services;
WHEREAS, Customer shall have access to the Footage in Flock Services. Pursuant to
Flock's standard Retention Period(defined below) Flock deletes all Footage on a rolling thirty
(30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for
extracting, downloading and archiving Footage from the Flock Services on its own storage
devices;
WHEREAS, for historical reference and the Parties' acknowledgment, Customer and
Flock entered into a services agreement on May 4, 2022 ("2022 Agreement"), wherein Flock
agreed to provide fifteen (15) cameras at Customer-designated locations in exchange for
$42,800.00 paid in full by City. The Parties agree by entering into the Agreement, the 2022
Agreement is effectively superseded and the price structure of$2,500.00 per camera will be
honored with a total of ten(10) additional cameras making a total of twenty-five (25) cameras to
DocuSign Envelope ID:5887E726-4166-4536-AOB2-OE8DO14F840A
be located and functioning within Customer's municipal limits. Additionally there shall be a
reimbursement for unused Flock service time as a result of terminating the 2022 Agreement.
AGREEMENT
NOW, THEREFORE, Flock and Customer agree that this Agreement, and any Order
Form, purchase orders, statements of work,product addenda, or the like, attached hereto as
exhibits and incorporated by reference, 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 "Anonymized Data"means Customer Data permanently stripped of identifying details and
any potential personally identifiable information, by commercially available standards which
irreversibly alters data in such a way that a data subject (i.e., individual person or entity) can no
longer be identified directly or indirectly.
1.2 "Authorized End User(s)"means any individual employees, agents, or contractors of
Customer accessing or using the Services, under the rights granted to Customer pursuant to this
Agreement.
1.3 "Customer Data"means the data, media and content provided by Customer through the
Services. For the avoidance of doubt, the Customer Data will include the Footage.
1.4. "Customer Hardware"means the third-party camera owned or provided by Customer and
any other physical elements that interact with the Embedded Software and the Web Interface to
provide the Services.
1.5 "Embedded Software"means the Flock proprietary software and/or firmware integrated with
or installed on the Flock Hardware or Customer Hardware.
1.6 "Flock Hardware"means the Flock device(s), which may include the pole, clamps, solar
panel, installation components, and any other physical elements that interact with the Embedded
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DocuSign Envelope ID:5887E726-4166-4536-AOB2-OE8D014F840A
Software and the Web Interface, to provide the Flock Services as specifically set forth in the
applicable product addenda.
1.7 "Flock IP"means the Services, the Embedded Software, and any intellectual property or
proprietary information therein or otherwise provided to Customer and/or its Authorized End
Users. Flock IP does not include Footage (as defined below).
1.8 "Flock Network End User(s)"means any user of the Flock Services that Customer
authorizes access to or receives data from, pursuant to the licenses granted herein.
1.9 "Flock Services"means the provision of Flock's software and hardware situational
awareness solution, via the Web Interface, for automatic license plate detection, alerts, audio
detection, searching image records, video and sharing Footage.
1.10 "Footage"means still images, video, audio and other data captured by the Flock Hardware
or Customer Hardware in the course of and provided via the Flock Services.
1.11 "Hotlist(s)"means a digital file containing alphanumeric license plate related information
pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license
plates, vehicles owned or associated with wanted or missing person(s), vehicles suspected of
being involved with criminal or terrorist activities, and other legitimate law enforcement
purposes. Hotlist also includes, but is not limited to, national data(i.e.,NCIC) for similar
categories, license plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult
Alerts, and includes manually entered license plate information associated with crimes that have
occurred in any local jurisdiction.
1.12 "Installation Services"means the services provided by Flock for installation of Flock
Services.
1.13 "Retention Period"means the time period that the Customer Data is stored within the cloud
storage, as specified in the product addenda.
1.14 "Vehicle Fingerprinirm"means the unique vehicular attributes captured through Services
such as: type, make, color, state registration, missing/covered plates, bumper stickers, decals,
roof racks, and bike racks.
1.15 "Web Interface"means the website(s) or application(s)through which Customer and its
Authorized End Users can access the Services.
2. SERVICES AND SUPPORT
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DocuSign Envelope ID:5887E726-4166-4536-AOB2-OE8D014F840A
2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, non-transferable
right to access the features and functions of the Flock Services via the Web Interface during the
Term, solely for the Authorized End Users. The Footage will be available for Authorized End
Users to access and download via the Web Interface for the data retention time defined on the
Order Form("Retention Period"). Authorized End Users will be required to sign up for an
account and select a password and username ("User ID"). Customer shall be responsible for all
acts and omissions of Authorized End Users, and any act or omission by an Authorized End User
which, including any acts or omissions of authorized End user which would constitute a breach
of this agreement if undertaken by customer. Customer shall undertake reasonable efforts to
make all Authorized End Users aware of all applicable provisions of this Agreement and shall
cause Authorized End Users to comply with such provisions. Flock may use the services of one
or more third parties to deliver any part of the Flock Services, (such as using a third party to host
the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage).
2.2 Embedded Software License. Flock grants Customer a limited, non-exclusive, non-
transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the
Embedded Software as it pertains to Flock Services, solely as necessary for Customer to use the
Flock Services.
2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health,
in order to improve performance and functionality. Flock will use commercially reasonable
efforts to respond to requests for support within seventy-two (72) hours. Flock will provide
Customer with reasonable technical and on-site support and maintenance services in-person, via
phone or by email at support(,,flocksafety.com(such services collectively referred to as
"Support Services'.
2.4 Upgrades to Platform. Flock may make any upgrades to system or platform that it deems
necessary or useful to: (i)maintain or enhance the quality or delivery of Flock's products or
services to its agencies; the competitive strength of, or market for, Flock's products or services;
such platform or system's cost efficiency or performance; or(ii)to comply with applicable law.
Parties understand that such upgrades are necessary from time to time and will not diminish the
quality of the services or materially change any terms or conditions within this Agreement.
2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock's provision of
the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any
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DocuSign Envelope ID:5887E726-4166-4536-AOB2-OE8D014F840A
third-party services required for Services are interrupted; (c) if Flock reasonably believe Services
are being used for malicious,unlawful, or otherwise unauthorized use; (d)there is a threat or
attack on any of the Flock IP by a third party; or(e) scheduled or emergency maintenance
("Service Interruption"). Flock will make commercially reasonable efforts to provide written
notice of any Service Interruption to Customer,to provide updates, and to resume providing
access to Flock Services as soon as reasonably possible after the event giving rise to the Service
Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including
any loss of data or profits), or any other consequences that Customer or any Authorized End
User may incur as a result of a Service Interruption. To the extent that the Service Interruption is
not caused by Customer's direct actions or by the actions of parties associated with the
Customer, the time will be tolled by the duration of the Service Interruption (for any continuous
suspension lasting at least one full day). For example, in the event of a Service Interruption
lasting five (5) continuous days, Customer will receive a credit for five (5) free days at the end of
the Term.
2.6 Service Suspension. Flock may temporarily suspend Customer's and any Authorized End
User's access to any portion or all of the Flock IP or Flock Service if. (a)there is a threat or
attack on any of the Flock IP by Customer; (b) Customer's or any Authorized End User's use of
the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of
Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or
illegal activities; (d) Customer has violated any term of this provision, including,but not limited
to, utilizing Flock Services for anything other than the Permitted Purpose; or(e) any
unauthorized access to Flock Services through Customer's account("Service Suspension").
Customer shall not be entitled to any remedy for the Service Suspension period, including any
reimbursement, tolling, or credit. If the Service Suspension was not caused by Customer, the
Term will be tolled by the duration of the Service Suspension.
2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other
hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In
the event any such hazardous materials are discovered in the designated locations in which Flock
is to perform services under this Agreement, Flock shall have the right to cease work
immediately.
3. CUSTOMER OBLIGATIONS
5
DocuSign Envelope ID:5887E726-4166-4536-AOB2-OE8D014F840A
3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a
User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated
registration information. Authorized End Users may not select as their User ID, a name that they
do not have the right to use, or any other name with the intent of impersonation. Customer and
Authorized End Users may not transfer their account to anyone else without prior written
permission of Flock. Authorized End Users shall not share their account username or password
information and must protect the security of the username and password. Unless otherwise stated
and defined in this Agreement, Customer shall not designate Authorized End Users for persons
who are not officers, employees, or agents of Customer. Authorized End Users shall only use
Customer-issued email addresses for the creation of their User ID. Customer is responsible for
any Authorized End User activity associated with its account. Customer shall ensure that
Customer provides Flock with up-to-date contact information at all times during the Term of this
agreement. Customer shall be responsible for obtaining and maintaining any equipment and
ancillary services needed to connect to, access or otherwise use the Flock Services. Customer
shall (at its own expense)provide Flock with reasonable access and use of Customer facilities
and Customer personnel in order to enable Flock to perform Services (such obligations of
Customer are collectively defined as "Customer Obligations'),provided Flock provides
Customer 72 hour prior notice for such access.
3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants
that Customer shall use Flock Services only in compliance with this Agreement and all
applicable laws and regulations, including but not limited to any laws relating to the recording or
sharing of data, video,photo, or audio content.
4. DATA USE AND LICENSING
4.1 Customer Data.As between Flock and Customer, all right, title and interest in the Customer
Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited,
non-exclusive, royalty-free, irrevocable, worldwide license to use the Customer Data and
perform all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock
does not own and shall not sell Customer Data, Any such act will be considered a material
breach of contract subjecting Flock to damages and termination of this Agreement.
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DocuSign Envelope ID:5887E726-4166-4536-AOB2-OE8D014F840A
4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post,
upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages,
text, illustrations, files, images, graphics,photos, comments, sounds, music, videos, information,
content, ratings, reviews, data, questions, suggestions, or other information or materials produced
by Customer("Customer Generated Data'J. Customer shall retain whatever legally cognizable
right, title, and interest in Customer Generated Data. Customer understands and acknowledges
that Flock has no obligation to monitor or enforce Customer's intellectual property rights of
Customer Generated Data. Customer grants Flock a non-exclusive, irrevocable, worldwide,
royalty-free, license to use the Customer Generated Data for the purpose of providing Flock
Services. Flock does not own and shall not sell Customer Generated Data, Any such act will be
considered a material breach of contract subjecting Flock to damages and termination of this
Agreement.
4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer
Data and Customer Generated Data to the extent such anonymization renders the data non-
identifiable to create Anonymized Data to use and perform the Services and related systems and
technologies, including the training of machine learning algorithms. Customer hereby grants
Flock a non-exclusive, worldwide, perpetual, royalty-free right to use and distribute such
Anonymized Data to improve and enhance the Services and for other development, diagnostic
and corrective purposes, and other Flock offerings. Parties understand that the aforementioned
license is required for continuity of Services. Flock does not own and shall not sell Anonymized
Data, Any such act will be considered a material breach of contract subjecting Flock to damages
and termination of this Agreement.
5. CONFIDENTIALITY; DISCLOSURES
5.1 Confidentiality. To the extent required by any applicable public records requests, each Party
(the"Receiving Party") understands that the other Party(the "Disclosing Party")has disclosed
or may disclose business, technical or financial information relating to the Disclosing Party's
business (hereinafter referred to as "Proprietary Information" of the Disclosing Party).
Proprietary Information of Flock includes non-public information regarding features,
functionality and performance of the Services. Proprietary Information of Customer includes
non-public data provided by Customer to Flock or collected by Flock via Flock Services, which
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DocuSign Envelope ID:5887E726-4166-4536-AOB2-OE8DO14F840A
includes but is not limited to geolocation information and environmental data collected by
sensors. The Receiving Party agrees: (i) to take the same security precautions to protect against
disclosure or unauthorized use of such Proprietary Information that the Party takes with its own
proprietary information,but in no event less than commercially reasonable precautions; and(ii)
not to use (except in performance of the Services or as otherwise permitted herein) or divulge to
any third person any such Proprietary Information. The Disclosing Party agrees that the
foregoing shall not apply with respect to any information that the Receiving Party can document:
(a) is or becomes generally available to the public; or(b)was in its possession or known by it
prior to receipt from the Disclosing Party; or(c)was rightfully disclosed to it without restriction
by a third party; or(d) was independently developed without use of any Proprietary Information
of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from
disclosing the Proprietary Information pursuant to any judicial or governmental order, provided
that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to
contest such order. At the termination of this Agreement, all Proprietary Information will be
returned to the Disclosing Party, destroyed or erased(if recorded on an erasable storage
medium), together with any copies thereof, when no longer needed for the purposes above, or
upon request from the Disclosing Party, and in any case upon termination of the Agreement, or
otherwise in accordance with applicable record retention schedules mandated by the State of
Arizona and complementary Customer record disposal practices.Notwithstanding any
termination, all confidentiality obligations of Proprietary Information that is trade secret shall
continue in perpetuity or until such information is no longer trade secret.
5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in
and to the Flock IP and its components, and Customer acknowledges that it neither owns nor
acquires any additional rights in and to the foregoing not expressly granted by this Agreement.
Customer further acknowledges that Flock retains the right to use the foregoing for any purpose
in Flock's sole discretion. Customer and Authorized End Users shall not: (i) copy or duplicate
any of the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain
or perceive the source code from which any software component of any of the Flock IP is
compiled or interpreted, or apply any other process or procedure to derive the source code of any
software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the
Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or
8
DocuSign Envelope ID:5887E726-4166-4536-AOB2-OE8D014F840A
attempt to interfere in any manner with the functionality or proper working of any of the Flock
IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right
appearing on or contained within the Flock Services or Flock IP; (vi)use the Flock Services for
anything other than the Permitted Purpose; or(vii) assign, sublicense, sell, resell, lease, rent, or
otherwise transfer, convey, pledge as security, or otherwise encumber, Customer's rights. There
are no implied rights.
5.3 Disclosure of Footage. Subject to and during the Retention Period, Flock may access, use,
preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or
third parties, if legally required to do so or if Flock has a good faith belief that such access, use,
preservation or disclosure is reasonably necessary to comply with a legal process, enforce this
Agreement, or detect,prevent or otherwise address security,privacy, fraud or technical issues, or
emergency situations.
6. PAYMENT OF FEES
6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order
Form based on the billing structure and payment terms as indicated in the Order Form. If
Customer believes that Flock has billed Customer incorrectly, Customer must contact Flock no
later than thirty(30) calendar days after the closing date on the first invoice in which the error or
problem appeared to receive an adjustment or credit. Customer acknowledges and agrees that a
failure to contact Flock within this period will serve as a waiver of any claim. If any undisputed
fee is more than thirty(30) calendar days overdue, Flock may, without limiting its other rights
and remedies, suspend delivery of its service until such undisputed invoice is paid in full. Flock
shall provide at least thirty(30) calendar days prior written notice to Customer of the payment
delinquency before exercising any suspension right.
6.2 Notice of Changes to Fees. Flock reserves the right to change the fees for subsequent
Renewal Terms by providing one hundred twenty(120) calendar days notice (which may be sent
by email with verifiable delivery required)prior to the end of the Initial Term or Renewal Term
(as applicable).
6.3 Late Fees. If payment is not issued to Flock by the due date of the invoice, an interest
penalty of 0.5% of any unpaid amount may be added for each month or fraction thereafter, until
final payment is made.
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DocuSign Envelope ID:5887E726-4166-4536-AOB2-OE8D014F840A
6.4 Permits, Fees and Taxes. Unless otherwise provided in this Agreement, Flock shall secure
and pay for all applicable permits, government fees, licenses and inspections necessary for the
proper execution and completion of services which are customarily secured after execution of the
Agreement. Flock shall give all notices and comply with all laws, ordinances, rules, regulations
and lawful orders of any public authority bearing on the performance of the obligations. Flock
represents and warrants that any license necessary to perform the services under this Agreement
is current and valid. Flock understands that the activity described herein constitutes "doing
business in the City of Apache Junction" and Flock agrees to obtain a business license pursuant
to Chapter 8 of the Apache Junction City Code, Vol. I, and keep such license current during the
term of this Agreement. Flock also acknowledges that the tax provision of the Apache Junction
Tax Code, Chapter 8A, may also apply and if so, shall obtain a transaction privilege license
and/or other licenses as may be required by all applicable laws. Further, Flock agrees to pay all
privilege and use taxes that are applicable to the activities, products and services provided under
this Agreement.
7. TERM AND TERMINATION
7.1 Term. The initial term of this Agreement shall be for the period of time set forth on the
Order Form(the "Term")under Exhibit A. Following the Term, unless otherwise indicated on
the Order Form, this Agreement will automatically renew for successive renewal terms of the
greater of one year or the length set forth on the Order Form(each, a"Renewal Term")unless
either Party gives the other Party notice of non-renewal at least thirty(30) calendar days prior to
the end of the then-current term.
7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any
applicable Flock Hardware at a commercially reasonable time period. In the event of any
material breach of this Agreement, the non-breaching Party may terminate this Agreement prior
to the end of the Term by giving thirty(30) calendar 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) calendar day period("Cure Period"). Either
Party may terminate this Agreement: (i)upon the institution by or against the other Party of
insolvency, receivership or bankruptcy proceedings; or(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
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business; or iv)material breach by either Party. In the event of a material breach by Flock, and
Flock is unable to cure within the Cure Period, Flock will refund Customer a pro-rata portion of
the pre-paid fees for Services not received due to such termination of the 2022 Agreement, but in
the case of a Go-Live Date material breach as referenced in § 10.5, Flock will be subject to any
and all of Customer's consequential damages.
7.3 Survival. The following Sections will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 10.1 and
10.6.
8.REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER
8.1 Manufacturer Defect.Upon a malfunction or failure of Flock Hardware or Embedded
Software (a"Defect'), Customer must notify Flock's technical support team. In the event of a
Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective
Flock Hardware at no additional cost to the Customer . Flock reserves the right, in its sole
discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or
testing within a commercially reasonable time, but no longer than seven(7) business days after
Customer gives notice to Flock.
8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may
request a replacement of Flock Hardware at a fee according to the reinstall fee schedule
(https://www.flocksafety.com/reinstall-fee-schedule). In the event that Customer chooses not to
replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that: (1)
Flock Services will be materially affected; and(2)that Flock shall have no liability to Customer
regarding such affected Flock Services, nor shall Customer receive a refund for the lost,
damaged, or stolen Flock Hardware. The preceding sentence only applies if there is no ongoing
dispute as to the quality of service or operational functionality.
8.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to
maintain the Services in a manner which minimizes errors and interruptions in the Services and
shall perform the Installation Services in a professional and workmanlike manner. Services may
be temporarily unavailable for scheduled maintenance or for unscheduled emergency
maintenance, either by Flock or by third-party providers, or because of other causes beyond
Flock's reasonable control,but Flock shall use reasonable efforts to provide advance notice in
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writing or by e-mail of any scheduled service disruption. Delays in services more than seven (7)
business days shall entitle the Customer to credit of its consequential costs for the delay.
8.4 Disclaimer. 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.
8.5 Insurance. Flock will maintain commercial general liability policies as stated in Exhibit B.
8.6 Force Majeure.Neither Customer nor Flock, as the case may be, shall be considered not to
have performed its obligations under this Agreement in the event of enforced delay(an
"Enforced Delay") due to causes beyond its control and without its fault or negligence or failure
to comply with applicable laws, including, but not restricted to, acts of God, fires, floods,
epidemics,pandemics, quarantine, restrictions, embargoes, labor disputes, and unusually severe
weather or the delays of subcontractors or materialmen due to such causes, acts of a public
enemy, war, terrorism or act of terror(including but not limited to bio-terrorism or eco-
terrorism), nuclear radiation,blockade, insurrection, riot, labor strike or interruption, extortion,
sabotage, or similar occurrence or any exercise of the power of eminent domain of any
governmental body on behalf of any public entity, or a declaration of moratorium or similar
hiatus (whether permanent or temporary)by any public entity directly affecting the obligations
under this Agreement. In no event will Enforced Delay include any delay resulting from
unavailability for any reason of labor shortages, or the unavailability for any reason of particular
contractors, subcontractors, vendors or investors desired by Flock in connection with the
obligations under this Agreement. Flock agrees that Flock alone will bear all risks of delay
which are not Enforced Delay. In the event of the occurrence of any such Enforced Delay, the
time or times for performance of the obligations of the Party claiming delay shall be extended for
a period of the Enforced Delay; provided, however, that the Party seeking the benefit of the
provisions of this Section shall, within thirty(30) calendar days after such Party knows or should
know of any such Enforced Delay, first notify the other Party of the specific delay in writing and
claim the right to an extension for the period of the Enforced Delay; and provided further that in
no event shall a period of Enforced Delay exceed sixty(60) calendar days.
9.LIMITATION OF LIABILITY; INDEMNITY
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9.1 Limitation of Liability. Except for a Go-Live Date material breach of contract, Flock, its
officers, affiliates, representatives, contractors and employees shall not be responsible or liable
with respect to any subject matter of this Agreement or terms and conditions related thereto
under contract, negligence, strict liability, product liability, or other theory: (a) for loss of
revenue,business or business interruption; (b) incomplete, corrupt, or inaccurate data; (c) cost of
procurement of substitute goods, services or technology; (d) for any matter beyond Flock's
actual knowledge or reasonable control including repeat criminal activity or inability to capture
footage; and(e) for any amounts that, together with amounts associated with all other claims,
exceed the fees paid and/or payable by customer to Flock for the services under this Agreement
(total contract value), in each case, whether or not Flock has been advised of the possibility of
such damages.
9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for
the acts and omissions of its own employees, officers, or agents, in connection with the
performance of their official duties under this Agreement. Each Party to this Agreement shall be
liable for the torts of its own officers, agents, or employees.
9.3 Flock Indemnity. Flock shall defend, indemnify and hold harmless Customer, its agents and
employees, from liability of any kind, including claims, costs and expenses, on account of: (i)
any copyrighted material, patented or unpatented invention, articles, device or appliance
manufactured or used in the performance of this Agreement; or(ii) any damage or injury to
property or person directly caused by Flock's installation of Flock Hardware, except for where
such damage or injury was caused solely by the negligence of the Customer or its agents, officers
or employees.
10.INSTALLATION SERVICES AND OBLIGATIONS
10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive
property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of this
Agreement, except as otherwise specifically set forth in this Agreement. Except as otherwise
expressly stated in this Agreement, Customer is not permitted to remove, reposition, re-install,
tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Customer
agrees and understands that in the event Customer is found to engage in any of the foregoing
restricted actions, all warranties herein shall be null and void, and this Agreement shall be
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subject to immediate termination for material breach by Customer. Customer shall not perform
any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should
Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at
Flock's discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock's
rights to any damages Flock may sustain as a result of Customer's default and Flock shall have
the right to enforce any other legal remedy or right.
10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock
Hardware for optimal product functionality, as conditions and locations allow. Flock will
collaborate with Customer to design the strategic geographic mapping of the location(s) and
implementation of Flock Hardware to create a deployment plan ("Deployment Plan"). In the
event that Flock determines that Flock Hardware will not achieve optimal functionality at a
designated location, Flock shall have final discretion to veto a specific location, and will provide
alternative options to Customer.
10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent
requested changes to the Deployment Plan, including, but not limited to, relocating, re-
positioning, adjusting of the mounting, removing foliage, replacement, changes to heights of
poles will incur a fee according to the reinstall fee schedule located at
(https://www.flocksafety.com/reinstall-fee-schedule). Customer will receive prior notice and
confirm approval of any such fees.
10.4 Customer Installation Obligations. Customer is responsible for any applicable
supplementary cost as described in the Customer Implementation Guide, attached hereto as
Exhibit C ("Customer Obligations"). Customer represents and warrants that it has, or shall
lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the
Flock Hardware at the designated locations and to make any necessary inspections or
maintenance in connection with such installation.
10.5 Flock's Obligations & Go-Live Date. Installation of any Flock Hardware, inclusive of all
25 cameras, shall be performed in a professional manner and all cameras and software shall be
fully functional no later than the Go-Live date of December 1, 2023. Failure to do so will result
in a full refund to Customer for all amounts paid to Flock up to the date of the material breach
notice to Flock, inclusive of 2022 payments covering the initial 15 cameras and services,under
the 2022 Agreement; however, any delays to the Go-Live Date attributable to the Customer shall
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not be result in a material breach by Flock for delays to the Go-Live Date. Upon removal of
Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear
excepted. Flock will continue to monitor the performance of Flock Hardware for the length of
the Term. Flock may use a subcontractor or third party to perform certain obligations under this
agreement, provided that Flock's use of such subcontractor or third party shall not release Flock
from any duty or liability to fulfill Flock's obligations under this Agreement.
11.MISCELLANEOUS
11.1 Compliance With Laws. Parties shall comply with all applicable local, state and federal
laws, regulations,policies and ordinances and their associated record retention schedules,
including responding to any subpoena request(s).
11.2 Severability. Customer and Flock each believe that the execution, delivery and
performance of this Agreement are in compliance with all applicable laws. However, in the
unlikely event that any provision of this Agreement is declared void or unenforceable (or is
construed as requiring Customer to do any act in violation of any applicable laws, including any
constitutional provision, law, regulation, or city code), such provision shall be deemed severed
from this Agreement and this Agreement shall otherwise remain in full force and effect; provided
that this Agreement shall retroactively be deemed reformed to the extent reasonably possible in
such a manner so that the reformed agreement(and any related agreements effective as of the
same date)provide essentially the same rights and benefits (economic and otherwise)to the
Parties as if such severance and reformation were not required. Unless prohibited by applicable
laws, the Parties further shall perform all acts and execute, acknowledge and/or deliver all
amendments, instruments and consents necessary to accomplish and to give effect to the
purposes of this Agreement, as reformed.
11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either
Party, without prior written 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, however such assignee shall meet all terms of this
Agreement without exception.
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11.4 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee
schedule (https://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the
complete and exclusive statement of the mutual understanding of the Parties and supersedes and
cancels all previous or contemporaneous negotiations, discussions or agreements,whether
written and oral , communications and other understandings relating to the subject matter of this
Agreement, and that all waivers and modifications must be in a writing signed by both Parties,
except as otherwise provided herein. None of Customer's purchase orders, authorizations or
similar documents will alter the terms of this Agreement, and any such conflicting terms are
expressly rejected. Any mutually agreed upon purchase order is subject to these terms. In the
event of any conflict of terms found in this Agreement or any other terms and conditions, the
terms of this Agreement shall prevail. Customer agrees that Customer's purchase is neither
contingent upon the delivery of any future functionality or features nor dependent upon any oral
or written comments made by Flock with respect to future functionality or feature.
11.5 Relationship.No agency,partnership,joint venture, or employment is created as a result of
this Agreement and Parties do not have any authority of any kind to bind each other in any
respect whatsoever. Flock shall at all times be and act as an independent contractor to Customer.
11.6 Governing Law; Venue. The terms and conditions of this Agreement shall be governed by
and interpreted in accordance with the laws of the State of Arizona. Any action at law or in
equity brought by either party for the purpose of enforcing a right or rights provided for in this
Agreement, shall be tried in a court of competent jurisdiction in Pinal County, State of Arizona.
The parties hereby waive all provisions of law providing for a change of venue in such
proceeding to any other county. In the event either party shall bring suit to enforce any term of
this Agreement or to recover any damages for and on account of the breach of any term or
condition in this Agreement, it is mutually agreed that the substantially prevailing party in such
action shall recover all costs including: all litigation and appeal expenses, collection expenses,
reasonable attorney fees, necessary witness fees and court costs to be determined by the court in
such action.
11.7 Special Terms. Flock may offer certain special terms which are indicated in the proposal
and will become part of this Agreement, upon Customer's prior written consent and the mutual
execution by authorized representatives ("Special Terms"). To the extent that any terms of this
Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control.
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11.8 Publicity. Upon mutual consent,Flock has the right to reference and use Customer's name
for press releases and marketing efforts.
11.9 Feedback. If Agency or Authorized End User provides any suggestions, ideas,
enhancement requests, feedback, recommendations or other information relating to the subject
matter hereunder, Agency or Authorized End User hereby assigns to Flock all right, title and
interest(including intellectual property rights)with respect to or resulting from any of the
foregoing.
11.10 Export. Customer may not remove or export from the United States or allow the export or
re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of
any restrictions, laws or regulations of the United States Department of Commerce, the United
States Department of Treasury Office of Foreign Assets Control, or any other United States or
foreign Customer or authority. As defined in Federal Acquisition Regulation("FAR"), section
2.101, the Services, the Flock Hardware and Documentation are "commercial items" and
according to the Department of Defense Federal Acquisition Regulation ("DFAR") section
252.2277014(a)(1) and are deemed to be "commercial computer software" and"commercial
computer software documentation."Flock is compliant with FAR Section 889 and does not
contract or do business with,use any equipment, system, or service that uses the enumerated
banned Chinese telecommunication companies, equipment or services as a substantial or
essential component of any system, or as critical technology as part of any Flock system.
Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification,
reproduction, release, performance, display, or disclosure of such commercial software or
commercial software documentation by the U.S. Government will be governed solely by the
terms of this Agreement and will be prohibited except to the extent expressly permitted by the
terms of this Agreement.
11.11 Headings. The headings are merely for organization and should not be construed as
adding meaning to the Agreement or interpreting the associated sections.
11.12 Authority. Each of the below signers of this Agreement represent that they understand this
Agreement and have the authority to sign on behalf of and bind the Parties they are representing.
11.13 Conflict. In the event there is a conflict between this Agreement and any applicable
statement of work, or Customer purchase order,this Agreement controls unless explicitly stated
otherwise.
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11.14 Public Disrepute. Except for any protected political speech by elected officials and/or
candidates, in the event Customer or its employees become the subject of an indictment, arrest,
public disrepute, contempt, scandal or behaves in a manner that, in the reasonable judgment of Flock,
reflects unfavorably upon Flock, and/or their officers or principals, licensees, such act(s) or
omission(s) shall constitute a material breach of this Agreement and Flock shall, in addition to any
other rights and remedies available to it hereunder,whether at law or in equity, have the right to elect
to terminate this Agreement.
11.15 Notices.All notices under this Agreement will be in writing and will be deemed to have
been duly given when received, if personally delivered; when receipt is electronically confirmed,
if transmitted by email; the day after it is sent, if sent for next day delivery by recognized
overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt
requested.
11.16 Conflicts of Interest. This Agreement is subject to, and may be terminated by Customer
in accordance with, the provisions of A.R.S. § 38-511.
11.17 Prohibition to Contract with Contractors Who Engage in Boycott of the State of
Israel. The Parties acknowledge A.R.S. §§ 35-393 through 35-393.03, as amended, which
forbids public entities from contracting with contractors who engage in boycotts of the State of
Israel. Should Flock under this Agreement engage in any such boycott against the State of Israel,
this Agreement shall be deemed automatically terminated by operation of law. Any such boycott
is a material breach of contract.
11.18 Time is of the Essence. Time is of the essence with respect to all provisions in this
Agreement. Any delay in performance by either Party shall constitute a material breach of this
Agreement.
11.19 Compliance with Federal and State Laws. Flock understands and acknowledges the
applicability of the American with Disabilities Act, the Immigration Reform and Control Act of
1986 and the Drug Free Workplace Act of 1989 to the services performed under this Agreement.
As required by A.R.S. § 41-4401, Flock hereby warrants its compliance with all federal
immigration laws and regulations that relate to its employees and A.R.S. § 23-214(A). Flock
further warrants that after hiring an employee, Flock will verify the employment eligibility of the
employee through the E-Verify program. If Flock uses any subcontractors in performance of
services, subcontractors shall warrant their compliance with all federal immigration laws and
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regulations that relate to its employees and A.R.S. § 23-214(A), and subcontractors shall further
warrant that after hiring an employee, such subcontractor verifies the employment eligibility of
the employee through the E-Verify program. A breach of this warranty shall be deemed a
material breach of the Agreement that is subject to penalties up to and including termination of
this Agreement. Flock is subject to a penalty of$100 per day for the first violation, $500 per day
for the second violation, and $1,000 per day for the third violation. Customer at its option may
terminate this Agreement after the third violation. Flock shall not be deemed in material breach
of this Agreement if Flock and/or subcontractors establish compliance with the employment
verification provisions of Sections 274A and 274B of the federal Immigration and Nationality
Act and the E-Verify requirements contained in A.R.S. § 23-214(A). Customer retains the legal
right to inspect the papers of Flock or subcontractor employee who works under this Agreement
to ensure that Flock or subcontractor is complying with the warranty. Any inspection will be
conducted after reasonable notice and at reasonable times. If state law is amended, the Parties
may modify this paragraph consistent with state law.
11.20 Certification Pursuant to A.R.S. § 35-394. hi accordance with Arizona Revised Statutes
§ 35-394, Flock hereby certifies and agrees that Flock does not currently and shall not for the
duration of this Agreement use: 1)the forced labor of ethnic Uyghurs in the People's Republic of
China, 2) any services or goods produced by the forced labor of ethnic Uyghurs in the People's
Republic of China, and/or 3) any suppliers, contractors or subcontractors that use the forced
labor or any services or goods produced by the forced labor of ethnic Uyghurs in the People's
Republic of China. If Flock becomes aware during the term of this Agreement that Flock is not
in compliance with this Section, then Flock shall notify the Customer within five (5)business
days after becoming aware of such noncompliance. If Flock does not provide the Customer with
written certification that Flock has remedied such noncompliance within one hundred eighty
(180) calendar days after notifying the Customer of such noncompliance, this Agreement shall
terminate, except that if the Agreement termination date occurs before the end of such one
hundred eighty(180) calendar day remedy period, this Agreement shall terminate on such
contract termination date.
FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD,NW SUITE 210
ATLANTA, GA 30318
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ATTN: LEGAL DEPARTMENT
EMAIL: legal@flocksafety.com
Customer NOTICES ADDRESS:
ADDRESS:
ATTN:
EMAIL:
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EXHIBIT B
INSURANCE
Required Coverage. Flock shall procure and maintain for the duration of this Agreement
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the services under this Agreement and the results of that
work by Flock or its agents, representatives, employees or subcontractors. Insurance shall be
placed with insurers with a current A. M. Best rating of no less than"A" and"VII". Flock shall
obtain and, during the term of this Agreement, shall maintain policies of professional liability
(errors and omissions), automobile liability, and general liability insurance for insurable amounts
of not less than the limits listed herein. The insurance policies shall provide that the policies shall
remain in full force during the life of the Agreement.
Types and Amounts Required. Flock shall maintain, at minimum, the following insurance
coverage for the duration of this Agreement:
(i) Commercial General Liability insurance written on an occurrence basis with minimum
limits of One Million Dollars ($1,000,000)per occurrence and Two Million Dollars ($2,000,000)
in the aggregate for bodily injury, death, and property damage, including personal injury,
contractual liability, independent contractors, broad-form property damage, and product and
completed operations coverage;
(ii) Umbrella or Excess Liability insurance written on an occurrence basis with minimum limits
of Ten Million Dollars ($10,000,000)per occurrence and Ten Million Dollars ($10,000,000) in
the aggregate;
(iii) Professional Liability/Errors and Omissions insurance with minimum limits of Five
Million Dollars ($5,000,000)per occurrence and Five Million Dollars ($5,000,000) in the
aggregate;
(iv) Commercial Automobile Liability insurance with a minimum combined single limit of
One Million Dollars ($1,000,000)per occurrence for bodily injury, death, and property coverage,
including owned and non-owned and hired automobile coverage; and
(v) Cyber Liability insurance written on an occurrence basis with minimum limits of Five
Million Dollars ($5,000,000).
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(vi)Workers' Compensation Flock shall carry Workers' Compensation insurance to cover
obligations imposed by federal and state statutes having jurisdiction of Flock's employees
engaged in the performance of the work or services; and, Employer's Liability insurance of not
less than $100,000 for each accident, $100,000 disease for each employee, and$500,000 disease
policy limit.
By execution of this Agreement, Flock certifies as follows:
"I am aware and understand the provisions of A.R.S. § 23-901 et seq. which requires
every employer to be insured against liability for workers' compensation or to undertake
self-insurance in accordance with the provisions of this chapter, and I will comply with
such provisions before commencing the performance of the work of this Agreement."
If Flock has no employees for whom workers' compensation insurance is required, Flock shall
submit a declaration or affidavit to Customer so stating and covenanting to obtain such insurance
if and when Flock employs any employees subject to coverage.
In case any work is subcontracted, Flock will require subcontractors to provide Workers'
Compensation and Employer's Liability insurance to at least the same extent as required of
Flock.
(vii) Professional Liability Flock is retained by Customer to provide the work or service
required by this Agreement will maintain Professional Liability insurance covering acts, errors,
mistakes and omissions arising out of the work or services performed by Flock, or any person
employed by Flock, with a limit of not less than $1,000,000 each claim.
(viii) Certificates of Insurance Prior to commencing work or services under this Agreement,
Flock shall furnish Customer with certificates of insurance and formal endorsements as required
by the Agreement, issued by Flock's insurer(s), as evidence that policies providing the required
coverages, conditions and limits required by this Agreement are in full force and effect. The
form of the certificates of insurance and endorsements shall be subject to the approval of the
Apache Junction City Attorney's Office, shall comply with the terms of this Agreement, and
shall be issued and delivered to City Attorney, City of Apache Junction, 300 East Superstition
Boulevard, Apache Junction, AZ 85119.
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In the event any insurance policies required by this Agreement are written on a"claims made"
basis, coverage shall extend for two (2) years past completion and acceptance of Flock's work or
services and as evidenced by annual certificates of insurance.
If a policy does expire during the life of the Agreement, a renewal certificate must be sent to
Customer thirty(30) calendar days prior to the expiration date.
All certificates of insurance shall be identified with the title of the Agreement. Policies or
certificates of insurance and completed additional insured endorsement forms shall be acceptable
to the Customer's attorney, evidencing the coverage required by this section. The policy or
policies shall be in the usual form of a public liability insurance, but shall also include the
following provision:
"Solely as respects to work done by or on behalf of the named insured for the City of
Apache Junction, it is agreed that the City of Apache Junction, its mayor and council,
officers, employees and agents are added as additional insured parties under this policy."
Insurance required herein shall not expire, be canceled, or materially changed without thirty(30)
calendar days' prior written notice to Customer.
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Apache Junction Police Department
Memorandum
Date: June 5, 2023
To: Mayor Chip Wilson and City Council
From: Chief Michael Pooley
Subject: Purchase from Flock Safety for Public Safety Cameras
....................................................................................................................................................................................................................................................................................................................................
The Apache Junction Police Department (AJPD) is requesting a purchase with
Flock Safety for ten (10) new additional cameras to add to what we currently
have in the City of Apache Junction. Our current contract is for fifteen (15)
cameras and the purchase of the additional cameras would provide coverage
in areas of the city that do not have the cameras at this time.
The new contract will also secure our pricing structure for a five-year (5) term.
The annual cost for all twenty-five (25) cameras would be $62,500.00. This has
been budgeted for the proposed fiscal year 2023-2024 city budget. The total
price for the five years will be $315,500.00.
Thank you for your consideration.
City of Apache Junction, Arizona 300 E Superstition
Boulevard
U Agenda Item Cover Sheet Apache Junction,AZ 85119
` Agenda Item No. 3.
Piz File ID: 23-330
Sponsor: Bryant Powell Agenda Date: 6/19/2023
Index: In Control: City Council Work Session
Presentation and discussion on the City's efforts to address park usage and community
concerns related to Flatiron Park. Representatives from the mental health industry in
Apache Junction may speak.
City of Apache Junction,Arizona Page 1 Printed on 611412023