R2023-231 Resolution Authorizing a Five Year Lease Agreement Extension Between the City of Decatur and Flock Safety for LPR Cameras in the City Neighborhoods and Adjacent Thoroughfares

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frock safety installed later,prorated Usage Fees corresponding to the then-installed cameras will be invoiced to Agency immediately after installation and to the later camera installation(s)subsequently invoiced. 5.2 Changes to Fees.Flock reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or any Renewal Term,upon sixty(60)days'notice prior to the end of such Initial Term or Renewal Term(as applicable)to Agency(which may be sent by email). If Agency believes that Flock has billed Agency incorrectly,Agency must contact Flock no later than sixty(60)days after the closing date on the first billing statement in which the error or problem appeared,in order to receive an adjustment or credit. Inquiries should be directed to Flock's customer support department.Agency acknowledges and agrees that a failure to contact Flock within this sixty(60)day period will serve as a waiver of any claim Agency may have had as a result of such billing error. 5.3 Invoicing,Late Fees;Taxes.Flock may choose to bill through an invoice,in which case,full payment for invoices issued in any given month must be received by Flock thirty(30)days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5%per month on any outstanding balance,or the maximum permitted by law,whichever is lower,plus all expenses of collection,and may result in immediate termination of Service. Agency shall be responsible for all taxes associated with Services other than U.S.taxes based on Flock's net income. 5.4 No-Fee Term Access.Subject to Flock's record retention policy,Flock offers complimentary access to the Flock System for 30 days("No Fee Term")to Agency when Non-Agency End Users intentionally prescribe access or judicial orders mandate access to Non-Agency End User Data. No hardware or installation services will be provided to Agency. No financial commitment by Agency is required to access the Flock Services or Footage. Should such access cause Flock to incur internal or out-of-pocket costs that are solely the result of the access,Flock reserves the right to invoice these costs to Agency under Section 5.3 and Agency agrees to pay them. For clarity, No-Fee Terms and Service Terms can occur simultaneously,and when a No-Fee Term overlaps with a Service Term,Agency agrees to pay the Initial Fees and Usage Fees payments according to Section 5.1. 6.TERM AND TERMINATION 6.1 Term.Subject to earlier termination as provided below,the initial term of this Agreement shall be for the period of time set forth on the Order Form(the"Initial Term"). Following the Initial Term,unless otherwise indicated on the Order Form,this Agreement will automatically renew for successive renewal terms for the greater of one year and the length set forth on the Order Form(each,a"Renewal Term",and together with the Initial Term,the "Service 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. 6.2 Agency Satisfaction Guarantee.At any time during the agreed upon term,a customer not fully satisfied with the service or solution may self-elect to terminate their contract. Self-elected termination will result in a one-time fee of actual cost of removal,said cost not to exceed$500 per camera.Upon self-elected termination,a refund will be provided,prorated for any fees paid for the remaining Term length set forth previously.Self-termination of the contract by the customer will be effective immediately.Flock will remove all equipment at its own convenience upon termination.Advance notice will be provided. 6.3 Termination.In the event of any material breach of this Agreement,the non-breaching party may terminate this Agreement prior to the end of the Service Term by giving thirty(30)days prior written notice to the breaching party; provided,however,that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such thirty-day period. Either party may terminate this Agreement,without notice,(i)upon the institution by or against the other party of insolvency,receivership or bankruptcy proceedings,(ii)upon the other party's making an assignment for the benefit of creditors,or(iii)upon the other party's dissolution or ceasing to do business. Upon termination for Flock's breach,Flock will refund to Agency a pro-rata portion of the pre-paid Fees for Services not received due to such termination. 6.4 Effect of Termination.Upon any termination of the Service Term,Flock will collect all Units,delete all Agency Data,terminate Agency's right to access or use any Services,and all licenses granted by Flock hereunder