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 will immediately cease.Agency shall ensure that Flock is granted access to collect all Units and shall ensure that Flock personnel does not encounter Hazardous Conditions in the collection of such units. Upon termination of this Agreement,Agency will immediately cease all use of Flock Services. 6.5 No-Fee Term.The initial No-Fee Term will extend,after entering into this Agreement,for 30 days from the date a Non-Agency End User grants access to their Footage and/or Notifications.In expectation of repeated non- continuous No-Fee Terms,Flock may in its sole discretion leave access open for Agency's Authorized End Users despite there not being any current Non-Agency End User authorizations. Such access and successive No-Fee Terms are deemed to be part of the No-Fee Term. Flock,in its sole discretion,can determine not to provide additional No-Fee Terms or can impose a price per No-Fee Term upon 30 days'notice. Agency may terminate any No-Fee Term or access to future No-Fee Terms upon 30 days'notice. 6.6 Survival.The following Sections will survive termination:2.4,2.5,3,4,5(with respect to any accrued rights to payment),6.5,7.4,8.1,8.2, 8.3,8.4,9.1 and 10.5. 7.REMEDY;WARRANTY AND DISCLAIMER 7.1 Remedy.Upon a malfunction or failure of Hardware or Embedded Software(a"Defect"),Agency must first make commercially reasonable efforts to address the problem by contacting Flock's technical support as described in Section 2.9 above. If such efforts do not correct the Defect,Flock shall,or shall instruct one of its contractors to repair or replace the Hardware or Embedded Software suffering from the Defect. Flock reserves the right in their sole discretion to refuse or delay replacement or its choice of remedy for a Defect until after it has inspected and tested the affected Unit provided that such inspection and test shall occur within seventy-two(72)hours after Agency notifies the Flock of a Defect.In the event of a Defect,Flock will repair or replace the defective Unit at no additional cost.In the event that a Unit is lost,stolen,or damaged, Flock agrees to replace the Unit at a fee according to the then-current Reinstall Policy (https://www.flocksafety.com/reinstall-fee-schedule).Agency shall not be required to replace subsequently lost,damaged or stolen Units,however,Agency understands and agrees that functionality,including Footage, will be materially affected due to such subsequently lost,damaged or stolen units and that Flock will have no liability to Agency regarding such affected functionality nor shall the Usage Fee or Implementation Fees owed be impacted. 7.2 Exclusions.Flock will not provide the remedy described in Section 7.1 above if any of the following exclusions apply:(a)misuse of the Hardware or Embedded Software in any manner,including operation of the Hardware or Embedded Software in any way that does not strictly comply with any applicable specifications,documentation,or other restrictions on use provided by Flock;(b)damage,alteration,or modification of the Hardware or Embedded Software in any way;or(c)combination of the Hardware or Embedded Software with software,hardware or other technology that was not expressly authorized by Flock. 7.3 Warranty.Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance,either by Flock or by third-party providers,or because of other causes beyond Flock's reasonable control,but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 7.4 Disclaimer.THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS AGENCY'S SOLE REMEDY,AND FLOCK'S SOLE LIABILITY,WITH RESPECT TO DEFECTIVE HARDWARE AND/OR EMBEDDED SOFTWARE. THE 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 AND INSTALLATION SERVICES ARE PROVIDED"AS IS"AND FLOCK DISCLAIMS ALL WARRANTIES,EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT .THIS DISCLAIMER OF SECTION 7.4 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING