R2022-26 Resolution Authorizing an Amended Lease Agreement between the City of Decatur and Flock Safety for the Deployment of 40 Additional LPR Cameras in City Neighborhoods and Adjacent Thoroughfares

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flock safety 2.7.2 Agency's Installation Obligations. Agency agrees to allow Flock and its agents reasonable access in and near the Designated Locations at all reasonable times upon reasonable notice for the purpose of performing the installation work,The"Agency Installation Obligations"include,to the extent required by the Deployment Plan,but are not limited to electrical work to provide a reliable source of 120V AC power that follow Flock guidelines and comply with local regulations if adequate solar exposure is not available. Agency is solely responsible for(i) any permits or associated costs, and managing the permitting process; (ii) any federal, state or local taxes including property,license,privilege,sales,use,excise,gross receipts or other similar taxes which may now or hereafter become applicable to,measured by or imposed upon or with respect to the installation of the Hardware,its use,or(iii)any other services performed in connection with installation of the Hardware. Any fees payable to Flock exclude the foregoing.Without being obligated or taking any responsibility for the foregoing,Flock may pay and invoice related costs to Customer if Customer did not address them or a third party requires Flock to pay. Agency represents and warrants that it has all necessary right title and authority and hereby authorizes Flock to install the Hardware at the Designated Locations and to make any necessary inspections or tests in connection with such installation. 2.7.3 Flock's Installation Obligations. The Hardware shall be installed in a workmanlike manner in accordance with Flock's standard installation procedures,and the installation will be completed within a reasonable time from the time that the Designated Locations are selected by Agency. Following the initial installation of the Hardware and any subsequent Reinstalls or maintenance operations,Flock's obligation to perform installation work shall cease;however,Flock will continue to monitor the performance of the Units and receive access to the Footage for a period of 3 business days for maintenance purposes. Customer can opt out of Flock's access in the preceding sentence,which would waive Flock's responsibility to ensure such action was successful.Agency understands and agrees that the Flock Services will not function without the Hardware. Labor may be provided by Flock or a third ply 2.7.4 Security Interest.The Hardware shall remain the personal property of Flock and will be removed upon the termination or expiration of this Agreement.Agency agrees to perform all acts which may be necessary to assure the retention of title of the Hardware by Flock. Should Agency default in any payment for the Flock Services or any part thereof or offer to sell or auction the Hardware, then Agency authorizes and empowers Flock to remove the Hardware or any part thereof.Such removal,if made by Flock,shall not be deemed a waiver of Flock's rights to any damages Flock may sustain as a result of Agency's default and Flock shall have the right to enforce any other legal remedy or right. 2.8 Hazardous Conditions.Unless otherwise stated in the Agreement,Flock's price for its services under this Agreement does not contemplate work in any areas that contain hazardous materials,or other hazardous conditions, including,without limit,asbestos. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement,Flock shall have the right to cease work immediately in the area affected until such materials are removed or rendered harmless. Any additional expenses incurred by Flock as a result of the discovery or presence of hazardous material or hazardous conditions shall be the responsibility of Agency and shall be paid promptly upon billing. 2.9 Support Services.Subject to the payment of fees,Flock shall monitor the performance and functionality of Flock Services and may,from time to time,advise Agency on changes to the Flock Services,Installation Services, or the Designated Locations which may improve the performance or functionality of the Services or may improve the quality of the Footage.The work,its timing,and the fees payable relating to such work shall be agreed by the Parties prior to any alterations to or changes of the Services or the Designated Locations("Monitoring Services"). Subject to the terms hereof,Flock will provide Agency with reasonable technical and on-site support and maintenance services("On-Site Services")in-person or by email at hello@flocksafety.com. Flock will use commercially reasonable efforts to respond to requests for support. 2.10 Special Terms.From time to time,Flock may offer certain"Special Terms"related to guarantees,service and support which are indicated in the proposal and on the order form and will become part of this Agreement. 3.AGENCY RESTRICTIONS AND RESPONSIBILITIES