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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ffock safety LAW OF THE STATE MENTIONED IN SECTION 10.6,OR IF NO STATE IS MENTIONED IN SECTION 10.6, BY THE LAW OF THE STATE OF GEORGIA. 7.5 Insurance.Flock and Agency will each maintain commercial general liability policies with policy limits reasonably commensurate with the magnitude of their business risk.Certificates of Insurance will be provided upon request. 8.LIMITATION OF LIABILITY AND INDEMNITY 8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,FLOCK AND ITS SUPPLIERS(INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY SUPPLIERS), 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 ANY CONTRACT,NEGLIGENCE,STRICT LIABILITY,PRODUCT LIABILITY,OR OTHER THEORY: (A)FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY,INCOMPLETENESS OR CORRUPTION OF DATA OR FOOTAGE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS,SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;(B)FOR ANY INDIRECT,EXEMPLARY,INCIDENTAL,SPECIAL OR CONSEQUENTIAL DAMAGES;(C)FOR ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE OR IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH THE FBI DATABASE;(D)FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH;(E)FOR CRIME PREVENTION;OR(F)FOR ANY AMOUNTS THAT,TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS,EXCEED THE FEES PAID AND/OR PAYABLE BY AGENCY TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY,IN EACH CASE,WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF AN EMERGENCY,AGENCY SHOULD CONTACT 911 AND SHOULD NOT RELY ON THE SERVICES.THIS LIMITATION OF LIABILITY OF SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 10.6,OR IF NO STATE IS MENTIONED IN SECTION 10.6,BY THE LAW OF THE STATE OF GEORGIA. 8.2 Additional No-Fee Term Requirements. IN NO EVENT SHALL FLOCK'S AGGREGATE LIABILITY,IF ANY,ARISING OUT OF OR IN ANY WAY RELATED TO THE NO-FEE TERM EXCEED$100,WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT,TORT(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. Except for Flock's willful acts,Agency agrees to pay for Flock's attorneys' fees to defend Flock for any alleged or actual claims arising out of or in any way related to the No-Fee Term. 8.3 Responsibility.Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees,deputies,officers,or agents,in connection with the performance of their official duties under this Agreement.Each Party to this Agreement shall be liable(if at all)only for the torts of its own officers,agents,or employees that occur within the scope of their official duties.Agency will not pursue any claims or actions against Flock's suppliers. 8.4 Indemnity.Parties hereby agree to indemnify and hold each other harmless against any damages,losses, liabilities,settlements and expenses(including without limitation costs and attorneys' fees)in connection with any claim or action that arises from an alleged violation of Section 3.2,a breach of this Agreement,Agency's Installation Obligations,Agency's sharing of any data in connection with the Flock system,Flock employees or agent or Non-Agency End Users,or otherwise from Agency's use of the Services,Hardware and any Software, including any claim that such actions violate any applicable law or third party right. Although Flock has no obligation to monitor Agency's use of the Services,Flock may do so and may prohibit any use of the Services it believes may be(or alleged to be)in violation of Section 3.2 or this Agreement.