On the agenda: Amery meeting — Flock Safety (Nov 4)

City of Amery
COMMON COUNCIL MEETING AGENDA
Pursuant to Wisconsin Statutes 19.84, Notice is hereby given to the public that a meeting of the Common Council of the City of Amery will be held on:
November 4, 2026 at Amery City Hall - 104 Maple St. W, Amery, WI at 5:00 PM.

Call to Order
Pledge of Allegiance
Roll Call
Adoption of Agenda
Consent Agenda Items:
Minutes – City Council (October 7, 2026), City Council (October 21, 2026), Joint Fire Committee (September 21, 2026), Joint
Review Board (October 28, 2026), Airport Commission (June 9, 2026), Finance Committee (October 13, 2026) and Recycling
Committee (September 1, 2026)
Items under the consent agenda may be acted upon by one motion. If in the judgment of any Council Member, a consent
agenda item needs discussion, the item can be removed and discussed.
Order of
Items

Agenda Item

1

Public Comment

2
3

Department Head Reports –City Administrator, Clerk-Treasurer, Police Chief, Fire Chief, Library Director, and
Director of Public Works
Amery Area Public Library Long-Range Plan

4

Flock Services Appropriation

5

Council Comment

6

7

Possible Closed Session – Wis. Stat. §19.85(1)(c) – Considering employment, promotion,
compensation or performance evaluation data of any public employee over which the governmental
body has jurisdiction or exercises responsibility. – Public Works Director
Open Session – Possible Action on Closed Session Items(s)

8

Adjournment.

*Although the public may speak on any item that is not included on this agenda as a “Public Hearing or Forum” the Council will not respond or discuss the
issue brought forward at this time. In accordance with open meeting laws the Council must notice an item on the agenda to take action on that matter.
Your comments will be considered and may be placed on a future agenda for further discussion. Any person wishing to submit a public comment digitally
may email them to [email protected] until noon of the day of the meeting. Although your comments will be presented to the Council they may or may
not be read aloud or discussed during the meeting. The Public Comment Portion will be limited to 3 minutes total per speaker with the total duration to be
at the Chair’s discretion. The council may act on any item that is noticed on the agenda.

Taylor Larson
Clerk/Treasurer
**Posted: October 29, 2026 on the City Website (www.amerywi.gov); and at Amery City Hall, Amery Public Library, and the
Amery Police Department.

The City of Amery does not discriminate on the basis of race, color, national origin, sex, religion, age or disability in employment or provision of services, programs or activities.
NOTE: Upon reasonable notice, the City of Amery will accommodate the needs of disabled individuals through aids or services. For additional information or to request this service, contact the Clerk-Treasurer’s office at
(715) 268-3410 by Noon the previous day so that arrangements can be made.

AMERY AREA PUBLIC
LIBRARY
LONG-RANGE PLAN
2027 - 2030

ADOPTED OCTOBER 26, 2026 BY THE AMERY AREA PUBLIC
LIBRARY BOARD OF TRUSTEES

LONG-RANGE
PLAN
2027-2030
Thank you to the efforts of the Amery Area Public Library community, board,
and staff for providing their time, talent, and energy in creating the 20272030 Long-Range plan.
LIBRARY BOARD LONG-RANGE PLANNING COMMITTEE
Annie Braaten
Linda Gale
Greta McCarty
LIBRARY BOARD
Ashley Long, President
Linda Gale, Vice-President
Kyrsten Hughes, Treasurer
Jen Tyman, Secretary
Annie Braaten, City Representative
Greta McCarty, Amery School District Representative
Eric Elkin, City Council Representative
LIBRARY STAFF
Heather Wiarda, Library Director
Jake Wyrzykowski, Adult Services Librarian
Emma Novak, Youth Services Librarian
Erin Anderson, Circulation Manager
Shannon Schacht, Circulation Manager
Joel Anderson, Circulation Assistant
Shanon Hayes, Circulation Assistant
Denise Johnson, Circulation Assistant
Claire Novak, Circulation Assistant
Lori Pickard, Circulation Assistant
Pam Wiegand, Circulation Assistant
Nick Hahn, Substitute Circulation Assistant

TABLE OF CONTENTS
Introduction...................................................... page 2
Strategic Statements........................................... page 3
Goal 1 - Outreach & Partnerships.......................... pages 4-5
Goal 2 - Materials & Services............................... pages 6-7
Goal 3 - Programming......................................... pages 8-9
Goal 4 - Awareness............................................ pages 10-11
Index A - Ownership and Timeframe Tables............ pages 12-16

1

LONG-RANGE
PLAN
2027-2030
INTRODUCTION
2023 the Amery Area Public Library completed its move into its new location and began
the process of creating a new Long-range Plan. Four strategic initiatives were identified:
Outreach & Community Partnerships, Materials & Services, Community Connections, and
Awareness. The 2024 - 2026 Long-range plan listed general goals and potential action
items that could help achieve these goals, all derived from patron, community, and staff
feedback. In 2026, the process of revising the existing plan began, using the same
processes as before. Surveys and focus group feedback showed that the current LongRange plan was still reflective of the community’s needs, and that some small updates
could be made to the goals and action items. Action Items are not necessarily ranked in
order of importance, and are subject to change.
Planning Process
Amery Area Public Library staff, IFLS consultants, Library Board members and community
members teamed up in an inclusive and open process to identify and develop priorities
and create a flexible path toward achieving them. the plan was developed based on
information gathered by:
community surveys
patron feedback
word of mouth reports
focus groups
The Library Director, Library Board, and staff worked with consultants from IFLS, applying
their professional knowledge and industry best practices to identify themes and trends to
chart the path of the library’s work for the next three years.
The 2027-2030 Long-Range Plan was developed through the following timeline:
Library Board Approval of Long-range Plan timeline: April 2026
Data collection phase: April - July 2026
Develop topics and questions for Focus Groups: July 2026
Select Focus Group participants: June 2026
Compile and Develop background information packets for Focus Group participants: July
2026
Conduct Focus Groups: July 2026
Compile Focus Group comments: August 2026
Develop assessment reports and preliminary findings: August 2026
Present preliminary findings to Library Board: August 2026
Preliminary plan recommendations: August 2026
Presentation of rough draft to Library Board: September 2026
Revision of draft Long-Range Plan: September/October 2026
Board approval of Long-Range Plan: October 2026

2

LONG-RANGE
PLAN
2027-2030
STRATEGIC STATEMENTS
LIBRARY MISSION STATEMENT
The Amery Area Public Library enriches the community by connecting people to
information, ideas, and experiences.

LIBRARY VISION STATEMENT
The Amery Area Public Library is the welcoming heart of the community and as a
cornerstone institution provides opportunities and support for civic involvement, learning,
discovery, creativity, and connection for all community members.
The Library’s collaborative team commits itself to using our mission and values to guide
our daily work and commit us to serve all people in our community.

VALUES
Service to community - We strive to serve the needs of all members of our community.
Accessibility - All materials and services are open and available to a diverse
community.
Welcoming environment - We commit to providing a welcoming and safe environment
for all members of our community.
Continuous growth and development - We continue to look for ways to grow, develop,
and maintain positive momentum in service of our community and enrichment of our
patrons.

3

STRATEGIC
GOALS &
OBJECTIVES
GOAL 1:
MAINTAIN OUTREACH AND COMMUNITY PARTNERSHIPS
TO BUILD & STRENGTHEN CONNECTIONS WITHIN THE
COMMUNITY & REGION
ACTION: VISIT COMMUNITY EVENTS WITH THE BOOK BIKE

Attend local farmers markets
Attend community events such as Music on the River, Fall Festival, etc.
Bring book bike to area nursing/assisted living homes
Target group: community members who may not/can not regularly visit the library
building
Measures: attendance at events, visits to nursing/assisted living homes
Responsibility: Library Director, Adult and Youth Services Librarians, Circulation staff

ACTION: MAINTAIN & SEEK OUT SUSTAINABLE PARTNERSHIPS AND
COLLABORATION OPPORTUNITIES WITH LOCAL BUSINESSES, THE
AMERY SCHOOL DISTRICT, COMMUNITY ORGANIZATIONS, AND/OR
OTHER MUNICIPAL DEPARTMENTS
Attend City of Amery Council meetings, Committee of the Whole meetings,
department head meetings
collaborate whenever possible on events and programming with City of Amery
departments and staff
guest Storytime readers
community events
co-host events with the Amery Police Department
National Night Out
Giving Tree
School Supply Drive

4

STRATEGIC
GOALS &
OBJECTIVES
GOAL 1, CONTINUED:
MAINTAIN OUTREACH AND COMMUNITY PARTNERSHIPS
TO BUILD & STRENGTHEN CONNECTIONS WITHIN THE
COMMUNITY & REGION
Meet with Amery School District leadership, librarians, and staff on a regular basis
to identify areas of collaboration
Classroom/school visits
Book talks
New book clubs at middle/high school
Tabling at schools during lunch
Participation and support of school events
Provide space and materials for Amery School District professional development
Attend Amery Community Club meetings and events
Continue membership in ACC
Attend meetings and mixers
Attend/collaborate with ACC on community events
Attend Amery Area Historical society meetings
Partner with AAHS on educational programming
Youth Programming
3 rd Grade class visits to AAHS museum
Special events/author talks
Adult Programming
Special events/author talks
Cemetery Tour
Target group: community groups and City departments that can provide mutually
beneficial partnerships with the Amery Area Public Library
Measures: attendance at meetings, collaborations created on an on-going and
individual basis, meetings hosted
Responsibility: Library director, Adult and Youth Services Librarians

5

STRATEGIC
GOALS &
OBJECTIVES
GOAL 2:
IMPROVE ACCESS TO LIBRARY MATERIALS AND SERVICES
ACTION: MAINTAIN EXPENDITURES ON NONTRADITIONAL
FORMATS

Seek grant funding for nontraditional items
Seek donations of nontraditional items
Conduct surveys to discover wants/needs of the community
Target group: library users, community members
Measures: tasks completed, addition of new materials to Library of Things
Responsibility: Library Director, Adult and Youth Services Librarians

ACTION: MAINTAIN CONTINUING EDUCATION FOR STAFF

Maintain a training budget to provide educational opportunities for full and parttime staff
Enable part-time staff to take time away from the desk to complete training
opportunities both on and off-site
Target group: all library staff
Measures: average of 20 CE hours per year/Director, 15 hours per year/Adult and
Youth Services Librarians, 5 hours per year/all other staff
Responsibility: Library Director, Adult and Youth Services Librarians, staff

7

STRATEGIC
GOALS &
OBJECTIVES
GOAL 3:
ENHANCE LIBRARY PROGRAMMING TO BUILD
CONNECTIONS WITHIN THE COMMUNITY
ACTION: MAINTAIN EVENING AND WEEKEND PROGRAMMING

Continue to offer dedicated programming at different hours
Continue evening programs for families
Continue to add evening programs for adults
Continue monthly teen programming in the evenings
Expand educational classes for adults and youth
Target group: community members with limited ability to attend weekday/daytime
library programs
Measures: creation of programs, attendance at programs, survey feedback
Responsibility: Library Director, Adult and Youth Services Librarians

ACTION: MAINTAIN MULTIGENERATIONAL PROGRAMMING
OPTIONS

Meet with area nursing homes/assisted living facilities to explore partnerships in
programming
Create programming that intentionally creates multigenerational interaction
Target group: library users and community members
Measures: completion of meetings, creation of new programming
Responsibility: Adult and Youth Services Librarians

ACTION: CONTINUE TO PARTNER WITH HOMESCHOOLING
FAMILIES

Work with area homeschool groups to identify needs
Offer space for groups to meet for study/activity/socializing
Target group: library users that homeschool
Measures: completion of audit, action taken per results
Responsibility: Youth Services Librarian

8

STRATEGIC
GOALS &
OBJECTIVES
GOAL 3, CONTINUED:
ENHANCE LIBRARY PROGRAMMING TO BUILD
CONNECTIONS WITHIN THE COMMUNITY
ACTION: MAINTAIN TWEEN & TEEN PROGRAMMING

Develop structured and unstructured offerings
Offer casual gatherings (craft club, silent book club, etc)
Develop teen area to encourage connection and self-expression
Target group: youth aged 10+
Measures: creations of programs, surveys conducted to gather feedback for longterm evaluation
Responsibility: Youth Services Librarian

9

STRATEGIC
GOALS &
OBJECTIVES
GOAL 4:
DEVELOP A LIBRARY AWARENESS PLAN TO IMPROVE
WAYFINDING AND PROMOTE LIBRARY MATERIALS AND
SERVICES
ACTION: ADD SIGNAGE, MAPS, AND OTHER WAYFINDING AIDS TO
ASSIST LIBRARY USERS IN NAVIGATING THE BUILDING

Create wayfinding map of library
Add signage/maps as needed
Create video tours of the library
Target group: library users
Measures: creation of needs assessment, creation of tour materials, installation of
signage
Responsibility: Library Director, Adult and Youth Services Librarians

ACTION: CONTINUE TO HIGHLIGHT SPECIFIC LIBRARY SERVICES
AND MATERIALS ON A REGULAR BASIS INCLUDING VIDEOS
Create a schedule of materials and services to spotlight
Create a recurring social media campaign to highlight areas identified
Create/discover tutorials on how to utilize library resources
Target group: library users
Measures: completion of weekly schedule, creation of social media content,
creation/addition of tutorials on social media and website
Responsibility: Library Director, Adult and Youth Services Librarians, Circulation
Managers

10

STRATEGIC
GOALS &
OBJECTIVES
GOAL 4:
DEVELOP A LIBRARY AWARENESS PLAN TO IMPROVE
WAYFINDING AND PROMOTE LIBRARY MATERIALS AND
SERVICES
ACTION: CREATE ADDITIONAL READER’S ADVISORY TOOLS AND
DISPLAYS
Identify engaging reader’s advisory tools
Utilize display shelves with a rotating selection
Target group: library users
Measures: monthly displays on main floor and youth services, creation of reader’s
advisory tools
Responsibility: Adult and Youth Services Librarians, Circulation Managers,
Circulation Staff

ACTION: UPDATE AND MAINTAIN ACCESSIBLE WEBSITE
Achieve ADA compliance by deadline of April 2028
Maintain digital list of new materials on website
Add information on local history
Explore partnership with Amery Area Historical Society on adding digital local
history materials to library website
Continue digital newsletter and add to website
Target group: community members and library users
Measures: ADA accessibility compliance met by April 2028 and maintained
thereafter, monthly update of new materials lists, addition of local history
information to website, addition of digital newsletter to website
Responsibility: Library Director, Adult and Youth Services Librarians

11

STRATEGIC
GOALS &
OBJECTIVES
INDEX A: OWNERSHIP AND TIMEFRAME TABLES
Ownership and timeframe tables are grouped by each strategic goal of Outreach and
Partnerships, Materials and Services, Programming, and Awareness. The tables are
meant as a planning tool, and are not organized by order of importance, but rather by
potential quarter and year of completion. The timeframes are estimates and subject to
change based on funding, staff time, feasibility, and other external factors.
Progress reports will be made by the Library Director to the Library Board of Trustees on
a monthly basis. An annual “Strategic Plan Review” will be conducted to evaluate the
Long-range plan goals, progress, and challenges, revise strategies, and project budget
needs.

Goal One: Outreach and Partnerships
ACTION ITEM

ACTION OWNER

TIMEFRAME

Visit an average of 3 community
events a month (May-Oct) with book
bike

Library Director, Adult and
Youth Services Librarians,
Circulation Staff

Seasonal,
Ongoing

Conduct monthly outreach with book
bike (May-Oct) to a senior housing
community

Library Director, Adult and
Youth Services Librarians,
Circulation Staff

Seasonal,
Ongoing

Co-host 2 events with Amery Police
Department (School Supply Drive,
Giving Tree)

Library Director, Adult and Youth
Services Librarians

Q3 and Q4
annually

12

STRATEGIC
GOALS &
OBJECTIVES
INDEX A: OWNERSHIP AND TIMEFRAME TABLES

Goal One, continued: Outreach and Partnerships
ACTION ITEM

ACTION OWNER

TIMEFRAME

Attend City Council, Committee of
the Whole, Department Head
Meetings

Library Director

Monthly,
Ongoing

Meet with ASD Leadership, Librarians
and Staff (2-3 times per year)

Library Director, Youth
Services Librarian

Ongoing

Attend ACC meetings and events
(attend at least 2 meetings per year
and participate in the Bunny Bash,
Music on the River, Fall Festival
parade, Trick or Treat, Holly Jolly
Stroll & tree decorating)

Library Director, Adult and
Youth Services Librarians

Ongoing

Attend 8-12 Amery Area Historical
Society Meetings annually, partner in
programming: (ASD 3rd grade
museum visits, Cemetery Tours, 1-2
additional programs)

Library Director

Ongoing

13

STRATEGIC
GOALS &
OBJECTIVES
INDEX A: OWNERSHIP AND TIMEFRAME TABLES

Goal Two: Improve Access to Library Materials and Services
ACTION ITEM

ACTION OWNER

TIMEFRAME

Increase expenditures on and
diversify nontraditional formats,
budget varies by year

Library Director, Youth Services,
Adult Service

Ongoing

Maintain Continuing Education for all
staff: (average of 20 hours per
year/Director, 15 hours per
year/Adult and Youth Services
Librarians, 5 hours per year/all other
staff)

Library Director, Youth Services,
Adult Services, all other staff

Ongoing

14

STRATEGIC
GOALS &
OBJECTIVES
INDEX A: OWNERSHIP AND TIMEFRAME TABLES

Goal Three: Programming
ACTION ITEM

ACTION OWNER

TIMEFRAME

Maintain evening/weekend
programming (at least 1 weekend
and 2 evening programs per month
for Adult and Youth Services)

Library Director, Adult and
Youth Services Librarians

Ongoing

Maintain multi-generational
programming with at least 1 program
per quarter

Adult and Youth Services
Librarians

Ongoing

Continue to partner with
homeschooling families by
purchasing homeschool materials
(curriculum, informational,
educational kits) and hosting
quarterly community check-ins

Youth Services Librarian

Ongoing

Maintain teen/tween programming
with at least 3 programs per month

Youth Services Librarian

Ongoing

15

STRATEGIC
GOALS &
OBJECTIVES
INDEX A: OWNERSHIP AND TIMEFRAME TABLES

Goal Four: Awareness
ACTION ITEM

ACTION OWNER

TIMEFRAME

Create wayfinding map of library

Library Director

Q1 2027

Continue to highlight specific library
services and materials, including
videos, via weekly newsletter,
newspaper, social media and website

Library Director, Adult Services
and Youth Services Librarians

Ongoing

Employ reader’s advisory tools and
displays with an average of 3 new
displays per month

Adult and Youth Services
Librarians, Circulation
Managers, Circulation Staff

Ongoing

Complete accessibility audit of
website

Library Director

Q1 2027

Update and maintain accessible
website

Library Director, Adult Services
and Youth Services Librarians

begin Q1 2027,
then ongoing

16

104 Maple Street
Amery WI 54001
amerylibrary.org
715-268-9340

104 Maple Street W., Suite A
Amery, WI 54001

Office: 715.268.7486
Fax: 715.268.4870

TO: The Common Council of Amery
FROM: Alex Mansfield, City Administrator
DATE: 10/29/2026
RE: Flock Safety License Plate Reader Agreement: Continued Funding or Non-Appropriation in the FY2027
Budget
Summary: Chief Peters has asked to discuss the Police Department's Flock Safety license plate reader
(LPR) service with the Council. The agreement renews automatically in 24-month terms, but Section
11.16 lets the City end it without penalty if the Council does not appropriate funds. The proposed
FY2027 budget includes $6,000 for Flock. The Council should decide before budget adoption on
November 18 whether to keep or remove that appropriation.
Background: The Police Department signed the agreement in September 2023 for two Flock Falcon
cameras. The cameras capture plates and vehicle features (make, color, roof racks) and alert officers in
real time when a vehicle on the NCIC database or a department hot list passes. Officers can also search
plates on cameras other agencies share through the statewide and nationwide Flock networks. Footage
is deleted after 30 days unless saved for a case. The City owns its data and Flock may not sell it, though
Flock keeps a perpetual right to use anonymized data to improve its products (§ 4.3). Flock owns the
hardware and removes it at no cost when the agreement ends.
Based on the May billing cycle, the cameras went live in May 2024. That put the initial term at May 2024
to May 2026 and started the current renewal term in May 2026, running to May 2028. The May 2026
payment covers service through May 2027. Either party may decline renewal with 30 days' notice before
a term ends (§ 7.1), and the City may terminate at any time for non-appropriation with 30 days' written
notice (§ 11.16). Prepaid fees are not refunded when the City ends the agreement.
Fiscal Impact: Flock costs $6,000 per year, billed each May. The first-year invoice in 2023 was $7,300,
including a one-time $1,300 installation fee. The cost is carried in account 100-00-52100-340-100, Police:
Lease Equipment, which also funds the Axon, Motorola, and Baycom agreements. The FY2027 request
for this line is $59,696.56. There is no penalty or exit fee. The savings could be redirected to other
service needs.
Recommendation: Whether to keep Flock is a policy decision for the Council, and this item is for
discussion and direction. The options are:
•
•

•

Option A, continue funding: no action. The $6,000 stays in the FY2027 budget allocated for
Flock.
Option B, non-appropriate in FY2027: remove the $6,000 allocation for Flock and end service
when the prepaid year runs out in May 2027. The City keeps the service it has already paid for
and avoids the May 2027 invoice. After the budget is adopted, the Administrator would send
written notice to Flock under § 11.16, after City Attorney review, no later than early April 2027.
Before shut-off, the Police Department would save footage tied to open cases.
Option C, finish the current term: keep the $6,000 in FY2027, pay the May 2027 invoice, and
send a non-renewal notice before April 2028. No Flock payment would be needed in FY2028.

DocuSign Envelope ID: 2E68C574-0724-4D14-BD98-4802E8BC1F36

Flock Safety + WI - Amery PD
______________
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
______________
MAIN CONTACT:
Kyle Whyte
[email protected]
6512539350

DocuSign Envelope ID: 2E68C574-0724-4D14-BD98-4802E8BC1F36

EXHIBIT A
ORDER FORM
Customer:
Legal Entity Name:
Accounts Payable Email:
Address:

WI - Amery PD
WI - Amery PD
[email protected]
675 Harriman Ave S Amery, Wisconsin 54001

Initial Term:
Renewal Term:
Payment Terms:
Billing Frequency:
Retention Period:

24 Months
24 Months
Net 30
Annual Plan - First Year Invoiced at Signing.
30 Days

Hardware and Software Products
Annual recurring amounts over subscription term
Item

Cost

Quantity

Total
$6,000.00

Flock Safety Platform
Flock Safety LPR Products
Flock Safety Falcon ®

Included

2

Included

Cost

Quantity

Total

$650.00

2

$1,300.00

Subtotal Year 1:

$7,300.00

Annual Recurring Subtotal:

$6,000.00

Professional Services and One Time Purchases
Item
One Time Fees
Flock Safety Professional Services
Professional Services - Standard Implementation Fee

Estimated Tax:

$0.00

Contract Total:

$13,300.00

DocuSign Envelope ID: 2E68C574-0724-4D14-BD98-4802E8BC1F36

Billing Schedule
Billing Schedule

Amount (USD)

Year 1
At Contract Signing

$7,300.00

Annual Recurring after Year 1

$6,000.00

Contract Total

$13,300.00
*Tax not included

DocuSign Envelope ID: 2E68C574-0724-4D14-BD98-4802E8BC1F36

Product and Services Description
Flock Safety Platform Items
Flock Safety Falcon ®

Product Description

Terms

An infrastructure-free license plate reader camera that utilizes Vehicle
Fingerprint® technology to capture vehicular attributes.

One-Time Fees

The Term shall commence upon first installation and validation of Flock
Hardware.

Service Description

Installation on existing
infrastructure

One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with
the Flock Safety Advanced Implementation Service Brief.

Professional Services - Standard
Implementation Fee

One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance
with the Flock Safety Standard Implementation Service Brief.

Professional Services Advanced Implementation Fee

One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with
the Flock Safety Advanced Implementation Service Brief.

FlockOS Features & Description
Package: Essentials
FlockOS Features

Description

Community Cameras (Full Access)

Access to all privately owned Flock devices within your jurisdiction that have been shared with you.

Unlimited Users

Unlimited users for FlockOS

State Network (LP Lookup Only)

Allows agencies to look up license plates on all cameras opted in to the statewide Flock network.

Nationwide Network (LP Lookup Only)

Allows agencies to look up license plates on all cameras opted in to the nationwide Flock network.

Direct Share - Surrounding Jurisdiction (Full Access)

Access to all Flock devices owned by law enforcement that have been directly shared with you. Have
ability to search by vehicle fingerprint, receive hot list alerts, and view devices on the map.

Time & Location Based Search

Search full, partial, and temporary plates by time at particular device locations

License Plate Lookup

Look up specific license plate location history captured on Flock devices

Vehicle Fingerprint Search

Search footage using Vehicle Fingerprint™ technology. Access vehicle type, make, color, license plate
state, missing / covered plates, and other unique features like bumper stickers, decals, and roof racks.

Flock Insights/Analytics page

Reporting tool to help administrators manage their LPR program with device performance data, user and
network audits, plate read reports, hot list alert reports, event logs, and outcome reports.

ESRI Based Map Interface

Flock Safety’s maps are powered by ESRI, which offers the ability for 3D visualization, viewing of floor
plans, and layering of external GIS data, such as City infrastructure (i.e., public facilities, transit systems,
utilities), Boundary mapping (i.e., precincts, county lines, beat maps), and Interior floor plans (i.e.,
hospitals, corporate campuses, universities)

Real-Time NCIC Alerts on Flock ALPR Cameras

Alert sent when a vehicle entered into the NCIC crime database passes by a Flock camera

Unlimited Custom Hot Lists

Ability to add a suspect’s license plate to a custom list and get alerted when it passes by a Flock camera

DocuSign Envelope ID: 2E68C574-0724-4D14-BD98-4802E8BC1F36

By executing this Order Form, Customer represents and warrants that it has read and agrees to all of the
terms and conditions contained in the Master Services Agreement attached. The Parties have executed this
Agreement as of the dates set forth below.

FLOCK GROUP, INC.

Customer: WI - Amery PD

\FSSignature2\
By:

\FSSignature1\
By:
Kipp Harris
\FSFullname1\

Mark Smith
\FSFullname2\

Name:
Title:

Name:
\FSTitle2\
General Counsel

Title:

9/5/2023
\FSDateSigned1\

9/5/2023
\FSDateSigned2\

Date:

\FSTitle1\
Officer In Charge

Date:
PO Number:

DocuSign Envelope ID: 2E68C574-0724-4D14-BD98-4802E8BC1F36

Master Services Agreement
This Master Services Agreement (this “Agreement”) is entered into by and between Flock
Group, Inc. with a place of business at 1170 Howell Mill Road NW Suite 210, Atlanta, GA 30318
(“Flock”) and the entity identified in the signature block (“Customer”) (each a “Party,” and
together, the “Parties”) on this the 23 day of August 2023. This Agreement is effective on the
date of mutual execution (“Effective Date”). Parties will sign an Order Form (“Order Form”)
which will describe the Flock Services to be performed and the period for performance, attached
hereto as Exhibit A. The Parties agree as follows:

RECITALS

WHEREAS, Flock offers a software and hardware situational awareness solution through
Flock’s technology platform that upon detection is capable of capturing audio, video, image, and
recording data and provide notifications to Customer (“Notifications”);

WHEREAS, Customer desires access to the Flock Services (defined below) on existing
devices, provided by Customer, or Flock provided Flock Hardware (as defined below) in order to
create, view, search and archive Footage and receive Notifications, via the Flock Services;

WHEREAS, Customer shall have access to the Footage in Flock Services. Pursuant to
Flock’s standard Retention Period (defined below) Flock deletes all Footage on a rolling thirty
(30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for
extracting, downloading and archiving Footage from the Flock Services on its own storage
devices; and
WHEREAS, Flock desires to provide Customer the Flock Services and any access
thereto, subject to the terms and conditions of this Agreement, solely for the awareness,
prevention, and prosecution of crime, bona fide investigations and evidence gathering for law
enforcement purposes, (“Permitted Purpose”).

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AGREEMENT

NOW, THEREFORE, Flock and Customer agree that this Agreement, and any Order
Form, purchase orders, statements of work, product addenda, or the like, attached hereto as
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 crossreferenced 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 “Embedded Software” means the Flock proprietary software and/or firmware integrated with
or installed on the Flock Hardware or Customer Hardware.
1.6 “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.

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1.7 “Flock IP” means the Services, the Embedded Software, and any intellectual property or
proprietary information therein or otherwise provided to Customer and/or its Authorized End
Users. Flock IP does not include Footage (as defined below).
1.8 “Flock Network End User(s)” means any user of the Flock Services that Customer authorizes
access to or receives data from, pursuant to the licenses granted herein.
1.9 “Flock Services” means the provision of Flock’s software and hardware situational awareness
solution, via the Web Interface, for automatic license plate detection, alerts, audio detection,
searching image records, video and sharing Footage.
1.10 “Footage” means still images, video, audio and other data captured by the Flock Hardware
or Customer Hardware in the course of and provided via the Flock Services.
1.11 “Hotlist(s)” means a digital file containing alphanumeric license plate related information
pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license plates,
vehicles owned or associated with wanted or missing person(s), vehicles suspected of being
involved with criminal or terrorist activities, and other legitimate law enforcement purposes.
Hotlist also includes, but is not limited to, national data (i.e., NCIC) for similar categories, license
plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult Alerts, and includes
manually entered license plate information associated with crimes that have occurred in any local
jurisdiction.
1.12 “Installation Services” means the services provided by Flock for installation of Flock
Services.
1.13 “Retention Period” means the time period that the Customer Data is stored within the cloud
storage, as specified in the product addenda.
1.14 “Vehicle Fingerprint™” means the unique vehicular attributes captured through Services
such as: type, make, color, state registration, missing/covered plates, bumper stickers, decals, roof
racks, and bike racks.
1.15 “Web Interface” means the website(s) or application(s) through which Customer and its
Authorized End Users can access the Services.

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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 data 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, nontransferable, 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 [email protected] (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.

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2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of
the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any
third-party services required for Services are interrupted; (c) if Flock reasonably believe Services
are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or
attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance
(“Service Interruption”). Flock will make commercially reasonable efforts to provide written
notice of any Service Interruption to Customer, to provide updates, and to resume providing
access to Flock Services as soon as reasonably possible after the event giving rise to the Service
Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any
loss of data or profits), or any other consequences that Customer or any Authorized End User may
incur as a result of a Service Interruption. To the extent that the Service Interruption is not caused
by Customer’s direct actions or by the actions of parties associated with the Customer, the time
will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at
least one full day). For example, in the event of a Service Interruption lasting five (5) continuous
days, Customer will receive a credit for five (5) free days at the end of the Term.
2.6 Service Suspension. Flock may temporarily suspend Customer’s and any Authorized End
User’s access to any portion or all of the Flock IP or Flock Service if (a) there is a threat or attack
on any of the Flock IP by Customer; (b) Customer’s or any Authorized End User’s use of the
Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of
Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal
activities; (d) Customer has violated any term of this provision, including, but not limited to,
utilizing Flock Services for anything other than the Permitted Purpose; or (e) any unauthorized
access to Flock Services through Customer’s account (“Service Suspension”). Customer shall not
be entitled to any remedy for the Service Suspension period, including any reimbursement,
tolling, or credit. If the Service Suspension was not caused by Customer, the Term will be tolled
by the duration of the Service Suspension.
2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other
hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. 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.

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3. CUSTOMER OBLIGATIONS

3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of 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 username 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 Customer Representations and Warranties. Customer represents, covenants, and warrants
that Customer shall use Flock Services 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. 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 license to use the Customer Data and perform
all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock does not
own and shall not sell Customer Data.
4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post,
upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages,

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text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information,
content, ratings, reviews, data, questions, suggestions, or other information or materials produced
by Customer (“Customer Generated Data”). Customer shall retain whatever legally cognizable
right, title, and interest in Customer Generated Data. Customer understands and acknowledges
that Flock has no obligation to monitor or enforce Customer’s intellectual property rights of
Customer Generated Data. Customer grants Flock a non-exclusive, irrevocable, worldwide,
royalty-free, license to use the Customer Generated Data for the purpose of providing Flock
Services. Flock does not own and shall not sell Customer Generated Data.
4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer
Data and Customer Generated Data to the extent such anonymization renders the data nonidentifiable to create Anonymized Data to use and perform the Services and related systems and
technologies, including the training of machine learning algorithms. Customer hereby grants
Flock a non-exclusive, worldwide, perpetual, royalty-free right to use and distribute such
Anonymized Data to improve and enhance the Services and for other development, diagnostic and
corrective purposes, and other Flock offerings. Parties understand that the aforementioned license
is required for continuity of Services. Flock does not own and shall not sell Anonymized Data.
5. CONFIDENTIALITY; DISCLOSURES

5.1 Confidentiality. To the extent required by any applicable public records requests, 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 non-public 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

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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; or (b) was in its possession or known by it prior to receipt from the
Disclosing Party; or (c) was rightfully 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.
Customer further acknowledges that Flock retains the right to use the foregoing for any purpose in
Flock’s sole discretion. Customer and Authorized End Users shall not: (i) copy or duplicate any of
the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or
perceive the source code from which any software component of any of the Flock IP is compiled
or interpreted, or apply any other process or procedure to derive the source code of any software
included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP,
or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to
interfere in any manner with the functionality or proper working of any of the Flock IP; (v)
remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on
or contained within the Flock Services or Flock IP; (vi) use the Flock Services for anything other
than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise
transfer, convey, pledge as security, or otherwise encumber, Customer’s rights. There are no
implied rights.

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5.3 Disclosure of Footage. Subject to and during the Retention Period, Flock may access, use,
preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or
third parties, if legally required to do so or if Flock has a good faith belief that such access, use,
preservation or disclosure is reasonably necessary to comply with a legal process, enforce this
Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or
emergency situations.
6. PAYMENT OF FEES

6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order
Form based on the billing structure and payment terms as indicated in the Order Form. If
Customer believes that Flock has billed Customer incorrectly, Customer must contact Flock no
later than thirty (30) days after the closing date on the first invoice in which the error or problem
appeared to receive an adjustment or credit. Customer acknowledges and agrees that a failure to
contact Flock within this period will serve as a waiver of any claim. If any undisputed fee is more
than thirty (30) days overdue, Flock may, without limiting its other rights and remedies, suspend
delivery of its service until such undisputed invoice is paid in full. Flock shall provide at least
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

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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
to the expiration of such thirty (30) day period (“Cure Period”). Either Party may terminate this
Agreement (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. In the event of a
material breach by Flock, and Flock is unable to cure within the Cure Period, Flock will refund
Customer a pro-rata portion of the pre-paid fees for Services not received due to such termination.
7.3 Survival. The following Sections will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 11.1 and
11.6.

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8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER

8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded
Software (a “Defect”), Customer must notify Flock’s technical support team. In the event of a
Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective
Flock Hardware at no additional cost to the Customer. Flock reserves the right, in its sole
discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or testing
within a commercially reasonable time, but no longer than seven (7) business days after Customer
gives notice to Flock.
8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may
request a replacement of Flock Hardware at a fee according to the reinstall fee schedule
(https://www.flocksafety.com/reinstall-fee-schedule). In the event that Customer chooses not to
replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that (1) Flock
Services will be materially affected, and (2) that Flock shall have no liability to Customer
regarding such affected Flock Services, nor shall Customer receive a refund for the lost, damaged,
or stolen Flock Hardware.
8.3 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.
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” AND FLOCK
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A

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PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS DISCLAIMER ONLY
APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE
MENTIONED IN SECTION 11.6.
8.5 Insurance. Flock will 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, internet 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
REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY
TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH
AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID
AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS
AGREEMENT IN THE TWELVE (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. THIS LIMITATION OF

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LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE
GOVERNING LAW OF THE STATE REFERENCED IN SECTION 10.6.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING
LIMITATIONS OF LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) INDEMNIFICATION
OBLIGATIONS.
9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for
the acts and omissions of its own employees, officers, or agents, in connection with the
performance of their official duties under this Agreement. Each Party to this Agreement shall be
liable for the torts of its own officers, agents, or employees.
9.3 Flock Indemnity. Flock shall indemnify and hold harmless Customer, its agents and
employees, from liability of any kind, including claims, costs (including defense) and expenses,
on account of: (i) any copyrighted material, patented or unpatented invention, articles, device or
appliance manufactured or used in the performance of this Agreement; or (ii) any damage or
injury to property or person directly caused by Flock’s installation of Flock Hardware, except for
where such damage or injury was caused solely by the negligence of the Customer or its agents,
officers or employees. Flock’s performance of this indemnity obligation shall not exceed the fees
paid and/or payable for the services rendered under this Agreement in the preceding twelve (12)
months.
10. INSTALLATION SERVICES AND OBLIGATIONS

10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive
property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of this
Agreement, except as otherwise specifically set forth in this Agreement. Except as otherwise
expressly stated in this Agreement, Customer is not permitted to remove, reposition, re-install,
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

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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 Plan. After installation of Flock Hardware, any subsequent
requested changes to the Deployment Plan, including, but not limited to, relocating, repositioning, adjusting of the mounting, removing foliage, replacement, changes to heights of poles
will incur a fee according to the reinstall fee schedule located at
(https://www.flocksafety.com/reinstall-fee-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
removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary
wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for the
length of the Term. Flock may use a subcontractor or third party to perform certain obligations
under this agreement, provided that Flock’s use of such subcontractor or third party shall not
release Flock from any duty or liability to fulfill Flock’s obligations under this Agreement.
11. MISCELLANEOUS

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11.1 Compliance With Laws. Parties shall comply with all applicable local, state and federal
laws, regulations, policies and ordinances and their associated record retention schedules,
including responding to any subpoena request(s).
11.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that
provision will be limited or eliminated to the minimum extent necessary so that this Agreement
will otherwise remain in full force and effect.
11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party,
without prior consent. Notwithstanding the foregoing, either Party may assign this Agreement,
without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any
purchaser of all or substantially all of such Party's assets or to any successor by way of merger,
consolidation or similar transaction.
11.4 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee
schedule (https://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the
complete and exclusive statement of the mutual understanding of the Parties and supersedes and
cancels all previous or contemporaneous negotiations, discussions or agreements, whether written
and oral , communications and other understandings relating to the subject matter of this
Agreement, and that all waivers and modifications must be in a writing signed by both Parties,
except as otherwise provided herein. None of Customer’s purchase orders, authorizations or
similar documents will alter the terms of this Agreement, and any such conflicting terms are
expressly rejected. Any mutually agreed upon future purchase order is subject to these legal terms
and does not alter the rights and obligations under this Agreement, except that future purchase
orders may outline additional products, services, quantities and billing terms to be mutually
accepted by Parties. In the event of any conflict of terms found in this Agreement or any other
terms and conditions, the terms of this Agreement shall prevail. Customer 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.

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11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the state in
which the Customer is located. The Parties hereto agree that venue would be proper in the chosen
courts of the State of which the Customer is located. 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. Flock has the right to 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
contract or do business with, use any equipment, system, or service that uses the enumerated
banned Chinese telecommunication companies, equipment or services as a substantial or essential
component of any system, or as critical technology as part of any Flock system. Consistent with
DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release,
performance, display, or disclosure of such commercial software or commercial software
documentation by the U.S. Government will be governed solely by the terms of this Agreement
and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

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11.11 Headings. The headings are merely for organization and should not be construed as adding
meaning to the Agreement or interpreting the associated sections.
11.12 Authority. Each of the below signers of this Agreement represent that they understand this
Agreement and have the authority to sign on behalf of and bind the Parties they are representing.
11.13 Conflict. In the event there is a conflict between this Agreement and any applicable statement
of work, or Customer purchase order, this Agreement controls unless explicitly stated otherwise.

11.14 Morality. In the event Customer or its agents become the subject of an indictment,
contempt, scandal, crime of moral turpitude or similar event that would negatively impact or
tarnish Flock’s reputation, Flock shall have the option to terminate this Agreement upon prior
written notice to Customer.
11.15 Notices. All notices under this Agreement will be in writing and will be deemed to have
been duly given when received, if personally delivered; when receipt is electronically confirmed,
if transmitted by email; the day after it is sent, if sent for next day delivery by recognized
overnight delivery service; and upon receipt to the address listed on the Order Form (or, if
different, below), if sent by certified or registered mail, return receipt requested.
11.16 Non-Appropriation. Notwithstanding any other provision of this Agreement, all
obligations of the Customer under this Agreement which require the expenditure of funds are
conditioned on the availability of funds appropriated for that purpose. Customer shall have the
right to terminate this Agreement for non appropriation with thirty (30) days written notice
without penalty or other cost.

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FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: [email protected]

Customer NOTICES ADDRESS:
ADDRESS:
ATTN:
EMAIL:

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EXHIBIT B
INSURANCE

Required Coverage. Flock shall procure and maintain for the duration of this Agreement
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the services under this Agreement and the results of that work
by Flock or its agents, representatives, employees or subcontractors. Insurance shall be placed
with insurers with a current A. M. Best rating of no less than “A” and “VII”. Flock shall obtain
and, during the term of this Agreement, shall maintain policies of professional liability (errors and
omissions), automobile liability, and general liability insurance for insurable amounts of not less
than the limits listed herein. The insurance policies shall provide that the policies shall remain in
full force during the life of the Agreement. Flock shall procure and shall maintain during the life
of this Agreement Worker's Compensation insurance as required by applicable State law for all
Flock employees.
Types and Amounts Required. Flock shall maintain, at minimum, the following insurance
coverage for the duration of this Agreement:
(i) Commercial General Liability insurance written on an occurrence basis with minimum limits
of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the
aggregate for bodily injury, death, and property damage, including personal injury, contractual
liability, independent contractors, broad-form property damage, and product and completed
operations coverage;
(ii) Umbrella or Excess Liability insurance written on an occurrence basis with minimum limits
of Ten Million Dollars ($10,000,000) per occurrence and Ten Million Dollars ($10,000,000) in
the aggregate;
(iii) Professional Liability/Errors and Omissions insurance with minimum limits of Five
Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the
aggregate;
(iv) Commercial Automobile Liability insurance with a minimum combined single limit of One
Million Dollars ($1,000,000) per occurrence for bodily injury, death, and property coverage,
including owned and non-owned and hired automobile coverage; and

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(v) Cyber Liability insurance written on an occurrence basis with minimum limits of Five
Million Dollars ($5,000,000).