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25-071.00SpokaneCountyLPRCameraMOU NO. 25 - 021 0 BEFORE THE BOARD OF COUNTY COMMISSIONERS OF SPOKANE COUNTY,WASHINGTON IN THE MATTER OF EXECUTING A ) MEMORANDUM OF UNDERSTANDING ) AMONG SPOKANE COUNTY, THE SPOKANE ) RESOLUTION COUNTY SHERIFF, AND THE CITY OF ) SPOKANE VALLEY REGARDING LICENSE ) PLATE READER CAMERA SERVICES ) WHEREAS, pursuant to the Constitution and laws of the State of Washington, Spokane County,Washington is a class A county duly organized and existing;and WHEREAS, pursuant to the provisions of the Revised Code of Washington ("RCW") 36.01.030, the powers of Spokane County ("County") can only be exercised through the Board of County Commissioners of Spokane County, Washington ("Board" or `Board of County Commissioners"); and WHEREAS, pursuant to the provisions of RCW 36.32.120(6), the Board of County Commissioners has the care of County property and the management of County funds and business; and WHEREAS,pursuant to chapter 36.28 RCW,the Spokane County Sheriff is the Chief Law Enforcement Officer and Conservator of the Peace in Spokane County; and WHEREAS, pursuant to the Spokane County Resolution No. 22-0836 executed on December 20, 2022,the Spokane County Sheriffs Office and the City of Spokane Valley desire to entcr into an agreement to reduce to writing the terms and conditions regarding how SCSO will provide, and the City will reimburse SCSO for providing, license plate reader camera services within the City. NOW, THEREFORE BE IT RESOLVED, pursuant to the provisions of RCW 36.32.120(6), by the Board of County Commissioners of the Spokane County, Washington, that pursuant to the provisions of RCW 36.18.040,that either the Chairman of the Board, a majority of the Board, the Spokane County Sheriff, or the Spokane County Sheriffs designee be and is hereby authorized to adopt the memorandum of understanding titled "Memorandum of Understanding Regarding LPR Camera Services within the City of Spokane Valley" attached hereto and incorporated herein. Page 1 of 2 PASSED AND ADOPTED this 22114'day of 40/'I 4 ,2025. BOARD OF COUNTY COMMISSIONERS OF SPOKANE COUNTY, WASHINGTON MARY NEY, HAIR "hA JOSH KERNS,VICE-CHAIR GOMM/gs��1�` � � E CoG4�Oy0 ttk I'll s I �+ • t� *k�:;.j;., • 0 AL C'R� H,COMMISSIONER •ATTEST: ��► \Ae co atAdt.,LA CA-) AMBER WALDREF,COMMISSION nna Vasquez, Clerk of the and CHRIS JORDAN,C MISSIONER Page 2 of 2 r � Spjkne .0•10Valley 10210 E Sprague Avenue♦Spokane Valley WA 99206 Phone: (509)720-5000 1 Fax:(509)720-5075 1 www.spokanevalley.org Email:cityhall©spokanevallcy.org March 25,2025 Scott Simmons,CEO Sheriff John Nowels Spokane County Spokane County Sheriff's Office 1116 W.Broadway Ave. West Mallon Ave Spokane,WA 99206 Spokane,WA 99206 Re:Memorandum of Understanding Regarding LPR Camera Services within the City of Spokane Valley Dear Sheriff Nowels and Scott Simmons: This correspondence will act as a Memorandum of Understanding("MOU")between the City of Spokane Valley("City"),Spokane County("County"),and the Spokane County Sheriff's Office("SCSO")jointly "Parties"with respect to the City reimbursing the SCSO for the costs charged thereto by Flock Safety for the installation,maintenance,repair,and operation of license plate reader cameras("LPR cameras")within the City. PURPOSE The purpose of this MOU is to reduce to writing the Parties' understanding regarding how SCSO will provide,and the City will reimburse SCSO for providing,LPR camera services within the City pursuant to the Interlocal Agreement for Law Enforcement Services as Provided by the Spokane County Sheriff's Office to the City of Spokane Valley executed that is authorized by Spokane County Resolution No.22- 0836 and was executed on December 20,2022(hereinafter"Law Enforcement ILA"). Pursuant to the terms of this MOU,the Parties understand and agree as follows: A. RESPONSIBILITIES OF TILE PARTIES: (I) Through its agreement with Flock Safety("Flock"),and as part of the services that SCSO provides to the City under the Law Enforcement ILA,SCSO will install,maintain,repair,and operate as many LPR cameras within the City for a period of five(5)years as possible such that the total cost including taxes and fees does not exceed $468,291.65 collectively over the 5-year period. Based on Attachment A, the Parties anticipate that approximately twenty-six (26) LPR cameras will be operating within the City under this MOU. SCSO will directly pay Flock for the costs associated with the installation,maintenance,repair,and operation of LPR cameras within the City in accordance with Attachment A(Flock quote for City LPRs)at the intervals and times required by Attachment B(agreement between SCSO and Flock). SCSO will cause any and all repairs necessary for any camera(s)to be operable are completed as soon as parts and labor are available. (2) Within fifteen(15)days after SCSO submits an annual payment to Flock for the services identified in Attachment A,the County will submit an invoice to the City for payment equal to the applicable annual fee identified in Attachment A.If Flock and/or SCSO terminate their agreement pertaining to LPRs,or otherwise cease operating LPRs within the City,then the City shall only be required to pay a pro rata share of the fee identified in Attachment A based on the duration and number of cameras that were in operation. SCSO shall submit the annual invoices to Sarah Farr,Accounting&Finance Program Manager for the City, by either email at sfarr s okanevalleyw i. y, or first-class mail at 10210 E. Sprague Avenue,Spokane Valley,WA 99206. (3) The City shall reimburse the SCSO for the direct cost of providing LPR camera service in the City by paying the annual invoices identified in paragraph(2)above within thirty(30)days of receiving the invoice. (4) With each annual invoice, SCSO shall certify that the services performed in accordance with this MOU do not duplicate any services charged against any other grant,subgrant,or other funding source including but not limited to Spokane County Resolution No.22-0836 and the Law Enforcement ILA. Accordingly,the County and SCSO shall not include any LPR camera expense in manner(including but not limited to the LECAP or CCAP) for purposes of determining any reconciliation payment identified in Section No. 6 of the Law Enforcement ILA. Once SCSO receives payment from the City,SCSO shall notify the Spokane County Budget Office the date and amount of the City's payment for the LPR camera services. (5) The City and SCSO agree to develop and establish measurable performance metrics by July 1,2025, which the Parties shall use to evaluate the impact of the LPR camera services on public safety within the City.On or before January 15"'and July 15"'of each year during the term of this MOU,the Parties shall provide each other with that data in the respective Party's possession or control necessary to fully evaluate the aforementioned performance metrics.Twice a year,representatives of the City and SCSO shall meet to evaluate the metrics,review the effectiveness of the program, identify areas of improvement,and review whether the program should continue or be discontinued. (6) At least twelve(12)months prior to the end of the Initial Term of this MOU,staff for the SCSO and City shall provide a staff report to City Council for the City of Spokane Valley regarding the effectiveness of the LPR camera services within the City along with a recommendation on whether LPR cameras should continue to be used within the City, continue with modifications, or be discontinued.After receiving the aforementioned report, if the City Council decides to discontinue the use of LPR cameras within the City, then the SCSO shall be responsible for providing timely notice of termination of such services to Flock in accordance with Attachments A and B. (7) Except as otherwise provided herein, the terms of the Law Enforcement ILA shall apply to SCSO's provision of LPR camera services within the City. By way of illustration and not by limitation,(a) any and all disputes between the Parties regarding invoices that the SCSO sends to the City in accordance with this MOU,the City's payment of the SCSO invoices in accordance with this MOU, or any other term of this MOU shall be handled in accordance with Section No. 18 of the Law Enforcement ILA;and(b)the terms of Section Nos. 15(Relationship of the Parties)and 16(Liability) of the Law Enforcement ILA apply to the SCSO's provision and City's receipt of LPR camera services identified herein. (8) The Parties agree that,upon the City's request,SCSO shall provide the City with data collected by the LPR cameras within the City, which data does not contain personal identifying information regarding any individual or entity.Such information includes but is not limited to traffic count data. B. GENERAL MOU TERMS Consistent with the provisions of chapter 39.34 RCW,the Parties agree and acknowledge as follows: (1) Duration: The term of the MOU shall be deemed to commence upon the installation of the first camera,and continue for a period of five(5)years("Initial Term"). (2) Administrative Body:No separate legal or administrative entity is created by this agreement. (3) Purpose: See provisions above. (4) Financing:See provisions above. (5) Method Employed: See provisions abovo. (6) Responsibilities of the Parties: Sec provisions above. (7) Property Disposition: No real or personal property shall be obtained as a result of this MOU,but in in the event any is,it shall be held and owned by the City of Spokane Valley. The execution of this MOU shall act as its agreement with all the[elms and conditions set forth herein. Reviewed and Agreed to this 13 day of AT141 I ,2025. City of Spokane Valley Name: L.P ( i !/} ley ) Signature: �'- 1.(:%;• r _! Title: 4Gi)i )<7 C lT 7 / iaC7CR• Spokane County Sheriff Name: / -cfrA iZ f:'ii S Sianature. _....._______,-••••`` -.' ".------5 /-- Title: 0' )1=0 f/is Ti:.-F Spokane County Chief Executive Officer,Scott Simmons(or anthorized representative) Signature: (if representative)Name: ).�Jcl?Gtno. ColArv-ti I�c�;.{,t'�,� IP-' (�0ryurtk;Siones3 Title: 11 • Attachment A i ,.3� h" . fa •oaf V 4at. .t- •• r} ., ieY,, ea_l' r�L r kNS� k-�' yr ° K. ' may 2 6'• ~.;. 4,Tar ` 1 -,n.. r.- ?4--. , r(Y,:.3, 1 ,i, w t ! .Y c e l 1 hyJi 24 V 44-0y 1 r'' •t r•,',.•;:•-'`...-'•.,'./". "•••`:,`:‘".::i'',:i.;-•:"::_ .,...r.7-:1-;r-.1,.---1•TV?.tib: ;":-..„.V.„`4„Th.','•' . - 9.g d,,, • (r.).;I l , :-3 I II t11010lgto) 9O'11 E'/9G. ei>? c0101146<;I U,P^4'°1oI'1:. ulo0`519lPs>1o011C7v11"k ^lII3 )P1I . ' / k)n,i>P1 '4) 1 4 o o)I Ifi4 I rIl l).c £t1I.I - . OS;Al I1'!i) autnIodS - VM a. A1aleS , 'rGll=1 FH =0rh#kLs•6 .s. 7, . . 4' 'r II f t o c k safety Budgetary Quote This document Is for Infomtatlonal purposes only.Pricing Is subject to change. Bill To: Spokane,Washington 99216 Ship To: Spokane,Washington 99216 Billing Company Name: WA-Spokane Valley PD Subscription Term: 60 Months Billing Contact Name: Payment Terms: Nal 30 Billing Email Address: Retention Period: 30 Days Billing Phone: Billing Frequency: Annual Plan - First Year Invoiced at Signing. Hardware and Software Products Annual recurring amounts over subscription term Ilolm blar III:Inlly; }Ilq$Il Flock Safety Platform $70,000.00 • • Flock Safely LPR Products • Flock Safely LPR,Ike Falcon Included 26 Included Professional Services and One Time Purchases Iinnt: _ ; . t.ln:utllly . 1,.tt,n Ono Time Foos Flock Safely Professional Sorvlcos Professional Services-Slandard i Implementation Fee 8850,00 26 $10,900.00 Subtotal Year 1: $94,900.00 Annual Recurring Subtotal: $78,000.00 Estimated Tax: $38,214.10 Contract Total: $408,000.00 Taxes shown above are provided as en estimate.Actual texas are the responsibility of the Customer.This Is not an Invoice—this document Is a non-binding proposal for Informational purposes only.Pricing is sub/cct to change. I::Illhtr<Ilcldo1r:btic otwuti9trai;:0111:•114). Year 1 At Contract Stgnlug $04,000.00 Annual Recurring after Year 1 $78,000.00 Contract Total $408,000.00 'Tax nal Included • Product and Services Description :Ibul;{n1:iLiaaburro Iwq:(q.1lrtlt.tn law enforcement.grade Infrastructure-free(solar power+LTE)license pinto recognition camera Flock Safely LPR,fka Falcon with Vehicle Fingerprint 1"technology tproprletary machine teaming software)and real-time alerts for unlimited users. One-time Professional Services engagement.Includes silo and safely assessment,camera setup Professional Services-Standard Implementation Fee and testing,and shipping and handling In accordance with the Flock Safely Standard Implementation Service Brief. FlockOS Features&Description IIaL:L'(p,181 wd{arp: tDI J Iutlrlligp -I Attachment B DocuSign Envelope ID:96D7AE3A-2FB8-424D-A5B1-93DB7EDACDBC Flock Safety 4-WA-Spokane County SO Flock Group Inc. 1 170 Howell Mill Rd,Suite 210 Atlanta,GA 3031 S MAIN CONTACT: Mack larkin mack.larkin@tlacksafety.com 3603912071 • • • fI'ock safety DocuSign Envelope ID:96D7AE3A-2F88-424D-A5B1-93DB7EDACDBC Billing Schedule I�illiul Schctlul,, Auruunt(l;$f)i. Year I At Contract Signing S150,000.00 Annual Recurring after Year 1 $I50,000.00 Contract Total $750,000,00 *Tax not included Discounts f)gcuinrts Applied' :Arnount.(L SD) Flock Safety Platform S115,000.00 Flock Safety Add-ons S0.00 Flock Safety Professional Services $0,00 DocuSign Envelope ID:9607AE3A-2F138-424D-A5B1-93DB7EDACD8C By executing this Order Form,Customer represents and warrants that it has read and agrees all of the terms and conditions contained in the Terms of Service located at https://www.flocksafetv.cotiilterms-and-conditions The Parties have executed this Agreement as of the dates set forth below. FLOCK GROUP,INC. Customer:WA-Spokane County SO By: By: Name; _ Name: Title: Title: Date: Date: PO Number: DocuSign Envelope ID:96D7AE3A-2F88-424D-A5B1-93DB7EDACD8C exhibits and incorporated by reference,constitute the complete and exclusive statement of the Agreement of the Parties with respect to the subject matter of this Agreement,and replace and supersede all prior agreements,term sheets,purchase orders,correspondence,oral or written communications and negotiations by and between the Parties. 1.DEFINITIONS Certain capitalized terms,not otherwise defined herein,have the meanings set forth or cross- referenced in this Section 1. 1.1 "Anonymized Data"means Customer Data permanently stripped of identifying details and any potential personally identifiable information,by commercially available standards which irreversibly alters Data in such a way that a Data subject(i.e.,individual person or entity)can no longer be identified directly or indirectly. 1.2"Authorized End User(s)"means any individual employees,agents,or contractors of Customer accessing or using the Services,under the rights granted to Customer pursuant to this Agreement. 1.3 "Customer Data"means the Data,media and content provided by Customer through the Services. For the avoidance of doubt,the Customer Data will include the Footage. 1.4. "Customer Hardware"means the third-party camera owned or provided by Customer and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services. 1.5"Data"means any digital representation of information,knowledge,facts,concepts,Data programs,or instructions that are being prepared or have been prepared in a formalized manner and are intended for use in a Data network,Data program,Data services,or Data system that is disclosed or exchanged as described by this Agreement. 1.6"Embedded Software"means the Flock proprietary software and/or firmware integrated with or installed on the Flock Hardware or Customer Hardware. 1.7"Flock Hardware"means the Flock device(s),which may include the pole,clamps,solar panel,installation components,and any other physical elements that interact with the Embedded Software and the Web Interface,to provide the Flock Services as specifically set forth in the applicable product addenda. DacuSign Envelope ID:96D7AE3A-2F88-424D-A581-93DB7EDACD5C 2.SERVICES AND SUPPORT 2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive,non-transferable right to access the features and functions of the Flock Services via the Web Interface during the Term, solely for the Authorized End Users.The Footage will be available for Authorized End Users to access and download via the Web Interface for the retention time defined on the Order Form ("Retention Period").Authorized End Users will be required to sign up for an account and select a password and username("User ID").Customer shall be responsible for all acts and omissions of Authorized End Users,and any act or omission by an Authorized End User which,including any acts or omissions of authorized End user which would constitute a breach of this agreement if undertaken by customer. Customer shall undertake reasonable efforts to make all Authorized End Users aware of all applicable provisions of this Agreement and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock Services,(such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage). 2.2 Embedded Software License.Flock grants Customer a limited,non-exclusive,non- transferable,non-sublicensable(except to the Authorized End Users),revocable right to use the Embedded Software as it pertains to Flock Services,solely as necessary for Customer to use the Flock Services. 2.3 Support Services. Flock shall monitor the Flock Services,and any applicable device health, in order to improve performance and functionality.Flock will use commercially reasonable efforts to respond to requests for support within seventy-two(72)hours. Flock will provide Customer with reasonable technical and on-site support and maintenance services in-person,via phone or by email at sup portcii111ocksafety.coin(such services collectively referred to as "Support Services"). 2.4 Upgrades to Platform.Flock may make any upgrades to system or platform that it deems necessary or useful to(i)maintain or enhance the quality or delivery of Flock's products or services to its agencies,the competitive strength of, or market for,Flock's products or services, such platform or system's cost efficiency or performance,or(ii)to comply with applicable law. Parties understand that such upgrades are necessary from time to time and will not diminish the quality of the services or materially change any terms or conditions within this Agreement. DocuSign Envelope ID:96D7AE3A-2FB8-424D-A5B1-93DB7EDACD8C 3.CUSTOMER OBLIGATIONS 3.1 Customer Obligations. Flock will assist Customer and Authorized End Users in the creation of a User ID(each individually a"User ID").Authorized End Users agree to provide Flock with accurate,complete,and updated registration information. Authorized End Users may not select as their User ID,a name that they do not have the right to use,or any other name with the intent of impersonation.Customer and Authorized End Users may not transfer their account to anyone else without prior written permission of Flock. Authorized End Users shall not share their account username or password information and must protect the security of the usemame and password. Unless otherwise stated and defined in this Agreement,Customer shall not designate Authorized End Users for persons who are not officers,employees,or agents of Customer. Authorized End Users shall only use Customer-issued email addresses for the creation of their User ID.Customer is responsible for any Authorized End User activity associated with its account.Customer shall ensure that Customer provides Flock with up to date contact information at all times during the Term of this agreement. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to,access or otherwise use the Flock Services. Customer shall(at its own expense)provide Flock with reasonable access and use of Customer facilities and Customer personnel in order to enable Flock to perform Services(such obligations of Customer are collectively defined as "Customer Obligations"). 3.2 Parties' Representations and Warranties.The Parties each represent,covenant,and warrant that they shall act only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of Data,video,photo,or audio content. 4.DATA USE AND LICENSING 4.1 Customer Data.During the Term,as between Flock and Customer,all right,title and interest in the Customer Data,belong to and are retained solely by Customer.Customer hereby grants to Flock a limited,non-exclusive,royalty-free, irrevocable,worldwide limited license to use the Customer Data and perform acts as may be solely necessary for Flock to provide the Flock Services to Customer. Flock does not own,retain any right, title.or interest in Customer Data and shall not sell Customer Data. DocuSign Envelope ID:96D7AE3A-2FB8-424D-A561-93DB7EDACD8C 5.1 Confidentiality.To the extent required by any applicable public records requests, including, but not limited to, Washington's Public Records Act,RCW chapter 42.56,each Party(the "Receiving Party")understands that the other Party(the"Disclosing Party")has disclosed or may disclose business,technical or financial information relating to the Disclosing Party's business (hereinafter referred to as"Proprietary Information"of the Disclosing Party).Proprietary Information of Flock includes non-public information regarding features,functionality and performance of the Services.Proprietary Information of Customer includes all Data provided by Customer to Flock or collected by Flock via Flock Services,which includes but is not limited to geolocation information and environmental Data collected by sensors.The Receiving Party agrees:(i)to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information,but in no event less than commercially reasonable precautions,and(ii)not to use(except in performance of the Services or as otherwise permitted herein)or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document(a)is or becomes generally available to the public,including by operation of Washington's Public Records Act;or(b)was in its possession or known by it prior to receipt from the Disclosing Party;or(c)was rightfully and lawfully disclosed to it without restriction by a third party; or(d)was independently developed without use of any Proprietary Information of the Disclosing Party.Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order,provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.At the termination of this Agreement,all Proprietary Information will be returned to the Disclosing Party,destroyed or erased(if recorded on an erasable storage medium),together with any copies thereof,when no longer needed for the purposes above,or upon request from the Disclosing Party,and in any case upon termination of the Agreement.Notwithstanding any termination,all confidentiality obligations of Proprietary Information that is trade secret shall continue in perpetuity or until such information is no longer trade secret. 5.2 Usage Restrictions on Flock IP.Flock and its licensors retain all right,title and interest in and to the Flock IP and its components,and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement. DocuSign Envelope ID:9607AE3A-2FB8-424D-A5B1-930B7EDACD8C thirty(30)days' prior written notice to Customer of the payment delinquency before exercising any suspension right. 6.2 Notice of Changes to Fees.Flock reserves the right to change the fees for subsequent Renewal Terms by providing sixty(60)days' notice(which may be sent by email)prior to the end of the Initial Term or Renewal Term(as applicable). 6.3 Late Fees. If payment is not issued to Flock by the due date of the invoice,an interest penalty of 1.0%of any unpaid amount may be added for each month or fraction thereafter,until final payment is made. 6.4 Taxes.Customer is responsible for all taxes,levies,or duties,excluding only taxes based on Flock's net income, imposed by taxing authorities associated with the order. If Flock has the legal obligation to pay or collect taxes,including amount subsequently assessed by a taxing authority,for which Customer is responsible,the appropriate amount shall be invoice to and paid by Customer unless Customer provides Flock a legally sufficient tax exemption certificate and Flock shall not charge customer any taxes from which it is exempt. If any deduction or withholding is required by law,Customer shall notify Flock and shall pay Flock any additional amounts necessary to ensure that the net amount that Flock receives,after any deduction and withholding,equals the amount Flock would have received if no deduction or withholding had been required. 7.TERM AND TERMINATION 7.1 Term.The initial term of this Agreement shall be for the period of time set forth on the Order Form(the"Term"). Following the Term,unless otherwise indicated on the Order Form,this Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form(each,a"Renewal 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. 7.2 Termination.Upon termination or expiration of this Agreement, Flock will remove any applicable Flock Hardware at a commercially reasonable time period. In the event of any material breach of this Agreement,the non-breaching Party may terminate this Agreement prior to the end of the 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 DocuSign Envelope ID:96DTAE3A-2FB8.424D-A5B1-93DB7EDACDBC 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. 8.4 Disclaimer.THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER'S SOLE REMEDY,AND FLOCK'S SOLE LIABILITY, WITH RESPECT TO DEFECTS. 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 ARE PROVIDED"AS IS".THIS DISCLAIMER ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE OF WASHINGTON. 8.5 Insurance.Flock shall maintain commercial general liability policies as stated in Exhibit B. 8.6 Force Majeure.Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control,including,but not limited to acts of God,changes to law or regulations,embargoes,war,terrorist acts,pandemics(including the spread of variants),issues of national security,acts or omissions of third-party technology providers,riots,fires,earthquakes, floods,power blackouts,strikes,supply chain shortages of equipment or supplies,financial institution crisis,weather conditions or acts of hackers,intemet service providers or any other third party acts or omissions. 9.LIMITATION OF LIABILITY;INDEMNITY 9.1 Limitation of Liability.NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK,ITS 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 LOSS OF REVENUE,BUSINESS OR BUSINESS INTERRUPTION;(B)INCOMPLETE,CORRUPT,OR INACCURATE DATA;(C) COST OF PROCUREMENT OF SUBSTITUTE GOODS,SERVICES OR TECHNOLOGY;(D) FOR ANY INDIRECT,EXEMPLARY,INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;(E)FOR ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR DocuSlgn Envelope ID:9607AE3A-2FB8-424D-A5B1-93DB7EDACDBC tamper with,alter,adjust or otherwise take possession or control of Flock Hardware. Customer agrees and understands that in the event Customer is found to engage in any of the foregoing restricted actions,all warranties herein shall be null and void,and this Agreement shall be subject to immediate termination for material breach by Customer. Customer shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Customer default on any payment of the Flock Services,Flock may remove Flock Hardware at Flock's discretion. 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 Customer's default and Flock shall have the right to enforce any other legal remedy or right. 10.2 Deployment Plan.Flock shall advise Customer on the location and positioning of the Flock Hardware for optimal product functionality,as conditions and locations allow. Flock will collaborate with Customer to design the strategic geographic mapping of the location(s)and implementation of Flock Hardware to create a deployment plan("Deployment Plan").In the event that Flock determines that Flock Hardware will not achieve optimal functionality at a designated location,Flock shall have final discretion to veto a specific location,and will provide alternative options to Customer. 10.3 Changes to Deployment Nan.After installation of Flock Hardware,any subsequent requested changes to the Deployment Plan,including,but not limited to,relocating,re- positioning,adjusting of the mounting,removing foliage,replacement,changes to heights of poles will incur a fee according to the reinstall fee schedule located at (litips://www.tlocksafetv.eoluircinstall-fcc-schedule).Customer will receive prior notice and confirm approval of any such fees. 10.4 Customer Installation Obligations. Customer is responsible for any applicable supplementary cost as described in the Customer Implementation Guide,attached hereto as Exhibit C("Customer Obligations").Customer represents and warrants that it has,or shall lawfully obtain,all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the designated locations and to make any necessary inspections or maintenance in connection with such installation. 10.5 Flock's Obligations. Installation of any Flock Hardware shall be installed in a professional manner within a commercially reasonable time from the Effective Date of this Agreement.Upon DowSign Envelope ID:9607AE3A-2FB8-424D-A581-93DB7EDACDBC agrees that Customer's purchase is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Flock with respect to future functionality or feature. 11.5 Relationship.No agency,partnership,joint venture,or employment is created as a result of this Agreement and Parties do not have any authority of any kind to bind each other in any respect whatsoever. Flock shall at all times be and act as an independent contractor to Customer. 11.6 Governing Law; Venue.This Agreement shall be governed by the laws of the state of Washington.The Parties hereto agree that venue shall lie in courts of appropriate jurisdiction located in Spokane, Washington. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement. 11.7 Special Terms. Flock may offer certain special terms which are indicated in the proposal and will become part of this Agreement, upon Customer's prior written consent and the mutual execution by authorized representatives("Special Terms").To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms,the Special Terms shall control. 11.8 Publicity. Subject to written consent by Customer,Flock may reference and use Customer's name and trademarks and disclose the nature of the Services in business and development and marketing efforts. 11.9 Feedback.If Customer or Authorized End User provides any suggestions,ideas, enhancement requests,feedback,recommendations or other information relating to the subject matter hereunder,Agency or Authorized End User hereby assigns to Flock all right,title and interest(including intellectual property rights)with respect to or resulting from any of the foregoing. 11.10 Export.Customer 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 Customer or authority. As defined in Federal Acquisition Regulation("FAR"),section 2.101, the Services,the Flock Hardware and Documentation are"commercial items"and according to the Department of Defense Federal Acquisition Regulation("DFAR") section 252.2277014(a)(1)and are deemed to be"commercial computer software"and"commercial computer software documentation."Flock is compliant with FAR Section 889 and does not DocuSign Envelope ID:96D7AE3A-2FB8-424D-A5B1-93DB7EDACDBC t t.1!MoUlticatlon.No modification or amendment to this Agreement shall be valid until the same is reduced to writing and executed with the same formalities as this present Agreement. 11.18 Waiver.No officer, staff,employee,agent or otherwise of Agency or Flock has the power, right or authority to waive any of the conditions or provisions to this Agreement.No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.All remedies afforded in this Agreement or at law shall be taken and constructed as cumulative,that is,in addition to every other remedy provided herein or by law.Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time full and complete performance by the other of any provision hereof,shall in no way be construed to be a waiver of such provisions,nor in any way affect the validity of this Agreement or any part hereof,or the right of either Party to hereafter enforce each and every such provision. 11.19 Time is of the Essence.Time is of the essence with respect to each and every provision of this Agreement and attached exhibits. IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed on the day of ,2024. Agency: Flock: oocusIonea by: Spokanc.County Sheriffs Office Flock Group,Inc. Swlltu'r e ._ _ jC-- t�laYrc nc ess+naPxars-- —-- Signature Signature g-4 r ?zPr� General Counsel 6/ Title Title 2/8/2024 /2r/2 Date / Date DocuSign Envelope ID:9607AE3A-2FB8-424D-A5B1-93DB7EDACD8C EXHIBIT D ARP REOUIREMENTS American Rescue Plan(ARP) Coronavirus State and Local Fiscal Recovery Funds(CSLFRF) Funding Authority:U.S. Department of Treasury CFDA#21.027—Coronavirus State and Local Fiscal Recovery Funds Flock Group specifically agrees to comply with all applicable state and federal laws,rules,regulations, requirements,ARP program guidance,including but not limited to the following: All applicable federal, state, and local laws, regulations, executive orders, OMB Circulars, and/or policies including, but not limited to: nondiscrimination laws and/or policies, Energy Policy and Conservation Act (PL 94-163, as amended), the Americans with Disabilities Act (ADA), Age Discrimination Act of 1975,Title VI of the Civil Rights Act of 1964, Civil Rights Act of 1968,the Robert T.Stafford Disaster Relief and Emergency Assistance Act(PL 93-288,as amended),Ethics in Public Services(RCW 42.52),Covenant Against Contingent Fees(48 CFR Section 52.203-5),Public Records Act(RCW 42.56), Prevailing Wages on Public Works (RCW 39.12), State Environmental Policy Act(RCW 43.21C), Shoreline Management Act of 1971 (RCW 90.58), State Building Code (RCW 19.27),Energy Related Building Standards(RCW 19.27A),Provisions in Buildings for Aged and Handicapped Persons(RCW 70.92),and safety and health regulations. Comply with all procurement requirements of 2 CFR Part 200.317 - 200.327. All sole source contracts expected to exceed $150,000 must be submitted to Spokane County for review and approval prior to the award and execution of a contract. Any contract awarded to the successful Contractor must contain and/or comply with the provisions of 2 CFR Part 200.317-200.327 including but not limited to: • Administrative,contractual,or legal remedies in instances where contractors violate or breach contract terms,and provide for such sanctions and penalties as may be appropriate; • Termination for cause and for convenience by Spokane County or the Contractor including the manner by which it will be effected and the basis for settlement; • Compliance with Executive Order 11246, "Equal Employment Opportunity," (30 FR 12319, 12935, 3 CFR Part 1964-1965 Comp., p. 339), as amended by Executive Order 11375, as supplemented in Department of Labor regulations(41 CFR Chapter 60); • For Capital Expenditure that involve the employment of mechanics of laborers: Compliance with the Contract Work Hours and Safety Standards Act (40 USC 3702 and 3704) as supplemented by Department of Labor Regulations(29 CFR Part 5); • For all contracts in excess of$100,000 with respect to water,sewer,or broadband that involve the employment of mechanics of laborers: Compliance with the Contract Work Hours and Safety Standards Act (40 USC 3702 and 3704) as supplemented by Department of Labor Regulations(29 CFR Part 5); DocuSign Envelope ID:96D7AE3A-2F88-424D-A5B1-93DB7EDACD8C Flock Group must certify that it is not presently debarred, suspended or proposed for debarment, declared ineligible, or voluntarily excluded from participating in this Agreement by any federal department or agency. Flock Group must comply with the requirements of 31 U.S.C. § 3729-3733 which prohibits the submission of false or fraudulent claims for payment to the Federal Government.See also 31 U.S.C. §3801-3812 which details the administrative remedies for false claims and statements made. Flock Group must maintain a Conflict of Interest Policy consistent with 2 CFR 200.318(c)that is applicable to all activities funded with the award. All potential conflicts of interest related to this award must be reported to Spokane County and/or U.S.Treasury Flock Group is required to be non-delinquent in their repayment of any Federal debt.Examples of relevant debt include delinquent payroll and other taxes, audit disallowances, and benefit overpayments. See OMB Circular A-129. Flock Group's costs must be compliant with 2 CFR Part 200 Subpart E Cost Principles. Flock Group must comply with 31 U.S.C. § 1352, which provides that none of the funds provided under an award may be expended by Flock Group to pay any person to influence, or attempt to influence an officer or employee of any agency, Member of Congress, an officer, or employee of Congress, or an employee of a Member of Congress in connection with any Federal action concerning an award,making of any federal grant,federal loan,continuation,renewal,amendment or modification of any federal contract,grant loan,or cooperative agreement,and that if any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this award, the Contractor will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying,"in accordance with its instructions. In the event of Flock Group's noncompliance or refusal to comply with any applicable law, regulation, executive order, OMB Circular or policy, Spokane County may rescind, cancel, or terminate the contract in whole or in part in its sole discretion. Flock Group is responsible for all costs or liability arising from its failure to comply with applicable laws, regulations, executive orders,OMB Circulars,or policies. Submit to Clerk of the Board with available supporting materials(Resolutions,Agreements,Presentations,etc.) AGENDA SHEET SUBMITTING DEPARTMENT:Sheriff CONTACT PERSON:Kevin Richey PHONE NUMBER:509-477-3296 CHECK TYPE OF MEETING BELOW: BELOW FOR CLERK'S USE ONLY: ®Board Briefing Session Agenda Clerk's Resolution No. 25 - (0 2 1 0 Approved: Majority/Unanimous Denied: Majority/Unanimous Renews/Amends No. Public Works No. Purchasing Dept.No. AGENDA TITLE(please provide a reasonably descriptive agenda title for this item:In the matter of executing a memorandum of understanding regarding license plate reader services within the City of Spokane Valley in an amount not to exceed$468,291.65. DESCRIPTIVE SUMMARY(please provide anticipated fiscal and budgetary information& reason far request): Pursuant to the Spokane County Resolution No.22-0836 executed on December 20,2022,the Spokane County Sheriff's Office and the City of Spokane Valley desire to enter into an agreement to reduce to writing the terms and conditions regarding how SCSO will provide,and the City will reimburse SCSO for providing,license plate reader camera services within the City.The term of the MOU shall commence upon installation of the first camera and continue for a period of five(5)years,which aligns with Spokane County's current Flock agreement. FISCAL IMPACT(please provide anticipated fiscal and budgetary impact. with amount and source offiinds,if applicable):Reimbursement from CoSV not to exceed$468,291.65. REQUESTED BOARD ACTION(if any): Approval. Other County Departments Impacted-List any other departments that were notified in advance of this agenda item:Legal and Risk Management This Item will need to be codified in the Spokane County Code:No