R2021-40 Resolution Authorizing a Lease Agreement Between the City of Decatur and Flock Safety for the Deployment of 60 LPR Cameras in the City Neighborhoods and Adjacent Thoroughfares

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frock safety 9.RECORD RETENTION 9.1 Data Preservation.The Agency agrees to store Agency Data and Non-Agency End User Data in compliance with all applicable local,state and federal laws,regulations,policies and ordinances and their associated record retention schedules.As part of Agency's consideration for paid access and no-fee access to the Flock System,to the extent that Flock is required by local,state or federal law to store the Agency Data or the Non-Agency End User Data,Agency agrees to preserve and securely store this data on Flock's behalf so that Flock can delete the data from its servers and,should Flock be legally compelled by judicial or government order,Flock may retrieve the data from Agency upon demand. 10.MISCELLANEOUS 10.1 Severability.If any provision of this Agreement is found to be unenforceable or invalid,that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 10.2 Assignment.This Agreement is not assignable,transferable or sublicensable by Agency except with Flock's prior written consent. Flock may transfer and assign any of its rights and obligations,in whole or in part,under this Agreement without consent. 10.3 Entire Agreement.This Agreement,together with the Order Form(s),the then-current Reinstall Policy (https://www.flocksafety.com/reinstall-fee-schedule),and Deployment Plan(s),are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements,communications and other understandings relating to the subject matter of this Agreement,and that all waivers and modifications must be in a writing signed by both parties,except as otherwise provided herein. None of Agency's purchase orders,authorizations or similar documents will alter the terms of this Agreement,and any such conflicting terms are expressly rejected. 10.4 Relationship.No agency,partnership,joint venture,or employment is created as a result of this Agreement and Agency does not have any authority of any kind to bind Flock in any respect whatsoever. 10.5 Intentionally Omitted. 10.6 Governing Law;Venue.This Agreement shall be governed by the laws of the State of Illinois without regard to its conflict of laws provisions. To the extent that the arbitration language below does not apply,the federal and state courts sitting in the State of Illinois will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement. The parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.Any dispute arising out of,in connection with,or in relation to this agreement or the making of validity thereof or its interpretation or any breach thereof shall be determined and settled by arbitration in Macon County,Illinois by a sole arbitrator pursuant to the rules and regulations then obtaining of the American Arbitration Association and any award rendered therein shall be final and conclusive upon the parties,and a judgment thereon may be entered in the highest court of the forum,state or federal,having jurisdiction.The service of any notice,process,motion or other document in connection with an arbitration award under this agreement or for the enforcement of an arbitration award hereunder may be effectuated by either personal service or by certified or registered mail to the respective addresses provided herein. 10.7 Publicity.Unless otherwise indicated on the Order Form,Flock has the right to reference and use Agency's name and trademarks and disclose the nature of the Services provided hereunder in each case in business and development and marketing efforts,including without limitation on Flock's website. 10.8 Export.Agency may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto,or any direct product thereof in violation of any restrictions,laws or regulations of the United States Department of Commerce,the United States Department of Treasury Office of Foreign Assets Control,or any other United States or foreign agency or authority. As defined in FAR section 2.101,the Services,