8701 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
Docusign Envelope ID: 922F09DE-09CD-4B4A-BA82-FB378033FD01
FILE 8701
Flock Safety
No
Ginny Brummett
JANUARY 14, 2030
JANUARY 14, 2025
24-2581
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND FLOCK GROUP INC
(Contract #8701)
THIS CONTRACT is made and entered into this date _______________________, by
and between Flock Group Inc a Delaware corporation, whose address 1170 Howell Mill Rd., NW,
Suite 210, Atlanta, GA 30318, hereinafter referred to as “Contractor,” and the CITY OF
DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as “City,” to be
effective upon approval of the Denton City Council and subsequent execution of this Contract by
the Denton City Manager or their duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products in accordance with the Contractor’s Proposal, as
described in Exhibit B, which is attached hereto and incorporated herein (“Contractor’s Offer”).
The Contract consists of this written agreement and the following items which are attached hereto,
or on file, and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) Contractor’s Proposal (“Contractor’s Offer”) (Exhibit “B”);
(c) Certificate of Interested Parties Electronic Filing (Exhibit “C”);
(d) Form CIQ – Conflict of Interest Questionnaire (Exhibit “D”)
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this Contract, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the Contract. Failure to meet or maintain
the requirements under this provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Energy Companies
Contractor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms “boycott energy company” and “company”
shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By
signing this agreement, Contractor certifies that Contractor’s signature provides written verification to
the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of the Contract. Failure to meet or maintain the requirements under this
provision will be considered a material breach.
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01/14/2025
Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade
Associations
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a
firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the
meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this
Contract, Contractor certifies that Contractor’s signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the term of this Contract
against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
Prohibition On Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist
Organization
Section 2252 of the Texas Government Code restricts City from contracting with companies that do
business with Iran, Sudan, or a foreign terrorist organization. By signing this Contract, Contractor certifies
that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter
2252, is not ineligible to enter into this Contract and will not become ineligible to receive payments under
this Contract by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned
Companies
The City of Denton may terminate this Contract immediately without any further liability if the City of
Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2275, and
Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of
the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or
other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated
country.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the year
and day first above written.
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CONTRACTOR
BY: ______________________________
AUTHORIZED SIGNATURE
Printed Name:________________________
Title: _______________________________
PHONE NUMBER
_________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
ATTEST: CITY OF DENTON, TEXAS
LAUREN THODEN, CITY SECRETARY
BY: __________________________________ BY: _____________________________
SARA HENSLEY
CITY MANAGER
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
THIS CONTRACT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
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2024-1249996
Mark Smith
General Counsel
415.385.9580
mark.smith@flocksafety.com
Jessice Robledo
Chief
Denton Police
Exhibit A
Special Terms and Conditions
1. The Quantities
The quantities indicated on Exhibit B are estimates based upon the best available information. The
City reserves the right to increase or decrease the quantities to meet its actual needs without any
adjustments in the bid price. Individual purchase orders will be issued on an as needed basis.
2. Product Changes During Contract Term
The Contractor shall not change specifications during the contract term without prior approval.
Any deviation in the specifications or change in the product must be approved in advance by the
City of Denton. Notice of a change shall be submitted in writing to purchasing@cityofdenton.com,
with the above file number in the subject line, for review. Products found to have changed
specifications without notification, and acceptance, will be returned at the contractor’s expense.
Products that have been installed will be replaced at the contractor’s expense.
3. Contract Terms
The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall
be for three (3) years, with the option to renew for an additional two (2) one-year periods. The
Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager
at least 60 days prior to the contract renewal date for each year. At the sole option of the City of
Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months.
4. Total Contract Amount
The contract total shall not exceed $311,600. Pricing shall be per Exhibit B attached.
5. Appropriation Clause
The Contractor acknowledges and agrees that the awarding or continuation of this Contract is
dependent upon the availability of funding. The City’s payment obligations are payable only and
solely from funds appropriated and available for this Contract. The absence of appropriated or
other lawfully available funds shall render the Contract null and void to the extent funds are not
appropriated or available and any deliverables delivered but unpaid shall be returned to the
Respondent. The Buyer will not incur a debt or obligation to pay Seller any amounts the Buyer
does not have the current funds available to pay.
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Exhibit B
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”). 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.
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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1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-
referenced in this Section 1.
1.1 “Agreement” means the order form (to be provided as Exhibit A, “Order Form”), these terms
and conditions, and any document therein incorporated by reference in section 11.4.
1.2 “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.
1.3 “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.
1.4 “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.
1.5. “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.
1.6 “Effective Date” means the date this Agreement is mutually executed (valid and enforceable)
by both Parties.
1.7 “Embedded Software” means the Flock proprietary software and/or firmware integrated with
or installed on the Flock Hardware or Customer Hardware.
1.8 “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 Order Form.
1.9 “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).
1.10 “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.
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1.11 “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.
1.12 “Installation Services” means the services provided by Flock for installation of Flock
Services.
1.13 “Permitted Purpose” means for legitimate public safety and/or business purpose, including
but not limited to the awareness, prevention, and prosecution of crime; investigations; and
prevention of commercial harm, to the extent permitted by law.
1.14 “Retention Period” means the time period that the Customer Data is stored within the cloud
storage, as specified in the applicable Order Form. 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.
1.15 “Term” means the date, unless otherwise stated in the Order Form, upon which the cameras
are validated by both Parties as operational.
1.16 “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 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.
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 support@flocksafety.com (such services collectively referred to as
“Support Services”).
2.4 Updates to Platform. Flock may make any updates 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 updates 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.
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 Services are being used for
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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, or 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 (e.g., laptops,
internet connection, mobile devices, etc.). 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.
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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,
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, 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 non-
identifiable 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
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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; 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.
Flock acknowledges that the City of Denton must strictly comply with the Public Information
Act, Chapter 552, Texas Government Code in responding to any request for public information
related to this Agreement. This obligation supersedes any conflicting provisions of this
Agreement. All material submitted by Flock to the City of Denton shall become property of the
City upon receipt. Any portions of such material claimed by Flock to be proprietary must be
clearly marked as such. Determination of the public nature of the material is subject to the Texas
Public Information Act, chapter 552, and Texas Government Code.
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
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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.
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. To the
extent the Order Form is silent, Customer shall pay all invoices net thirty (30) days from the date
of receipt. 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. 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. In the event of any changes to fees, Flock shall provide
Customer with sixty (60) days’ notice (email sufficient) prior to the end of the Initial Term or
Renewal Term (as applicable). Any such changes to fees shall only impact subsequent Renewal
Terms.
6.3 Taxes. Reserved.
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7. TERM AND TERMINATION
7.1 Term. The Contract shall commence upon the issuance of a Notice of Award by the City of
Denton and shall be for three (3) years, with the option to renew for an additional two (2) one-year
periods. The Supplier’s request to not renew the contract must be submitted in writing to the
Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole
option of the City of Denton, the Contract may be further extended as needed, not to exceed a total
of six (6) months..
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 Flock is
not liable for any resulting impact to Flock service, 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. 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. The City of Denton, any Customer, and
Flock shall not be responsible for performance under the Contract should it be prevented from
performance by an act of war, order of legal authority, act of God, or other unavoidable cause not
attributable to the fault or negligence of the City of Denton. In the event of an occurrence under
this Section, Flock will be excused from any further performance or observance of the
requirements so affected for as long as such circumstances prevail and Flock continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. Flock shall immediately notify the City of Denton
Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of
the inception of such occurrence) and describe at a reasonable level of detail the circumstances
causing the non-performance or delay in performance.
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
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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 TWICE 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 LIABILITY OF SECTION ONLY APPLIES TO THE
EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN
SECTION 11.6. 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
statutory limit of liability for municipalities.
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
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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
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, 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
(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 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
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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
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. Flock shall promptly provide written notification to
City of Denton of any Assignment.
11.4 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee
schedule (https://www.flocksafety.com/reinstall-fee-schedule), provided however that these
negotiated terms take precedence over online terms and conditions, 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. 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
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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.
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 Order
Form 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. Upon prior written consent, Flock has the right to reference and use Customer’s
name and disclose the nature of the Services in business and development and marketing efforts.
Nothing contained in this Agreement shall be construed as conferring on any Party, any right to
use the other Party’s name as an endorsement of product/service.
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
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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.
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
upon the Effective Date.
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 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.
11.15 Non-Appropriation. Notwithstanding any other provision of this Agreement, all
obligations of the Customer under this Agreement which require the expenditure of public funds
are conditioned on the availability of said funds appropriated for that purpose. To the extent
applicable, 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: legal@flocksafety.com
Customer NOTICES ADDRESS:
ADDRESS:
ATTN:
EMAIL:
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Tiffany Wei
Denton Police Department 601 E Hickory Street , Denton, TX 76205
tiffany.wei@cityofdenton.com
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. For the avoidance of doubt, all required insurance limits by
Customer can be met through a combination of primary and excess/umbrella coverage.
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).
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Flock Safety + TX - Denton PD
______________
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
______________
MAIN CONTACT:
Blaine Parsons
blaine.parsons@flocksafety.com
940-613-1674
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EXHIBIT A
ORDER FORM
Customer: City of Denton Initial Term: 36 Months
Legal Entity Name: City of Denton Renewal Term: 12 months – for up to 2 Renewals
Accounts Payable Email: Payment Terms: Net 30
Address: 601 E Hickory St Denton, Texas 76205 Billing Frequency: Annual Plan - First Year Invoiced at Signing.
Retention Period: 30 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Item Cost Quantity Total
Flock Safety Platform $30,000.00
Flock Safety Flock OS
FlockOS ™ - - Essentials Included 1 Included
Flock Safety LPR Products
Flock Safety Falcon ® - Included 10 Included
Professional Services and One Time Purchases
Item Cost Quantity Total
One Time Fees
Flock Safety Professional Services
Professional Services - Standard Implementation Fee
- $650.00 8 $5,200.00
Professional Services - Existing Infrastructure
Implementation Fee - $150.00 2 $300.00
Subtotal Year 1: $35,500.00
Annual Recurring Subtotal: $30,000.00
Estimated Tax: $0.00
Contract Total: $155,500.00
The Term for Flock Hardware shall commence upon first installation and validation, except that the Term for any Flock Hardware that requires self-
installation shall commence upon execution of the Agreement. In the event a Customer purchases more than one type of Flock Hardware, the earliest Term
start date shall control. In the event a Customer purchases software only, the Term shall commence upon execution of the Agreement.
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Billing Schedule
Billing Schedule Amount (USD)
Year 1
At Contract Signing $35,500.00
Annual Recurring after Year 1 $30,000.00
Contract Total $155,500.00
*
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Product and Services Description
Flock Safety Platform Items Product Description
Flock Safety Falcon ® -
Law enforcement grade infrastructure-free (solar power + LTE) license plate recognition camera with Vehicle Fingerprint ™ technology (proprietary
machine learning software) and real-time alerts for unlimited users.
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 - Existing
Infrastructure Implementation Fee -
One-time Professional Services engagement. Includes site and safety assessment of existing vertical infrastructure location, camera setup and testing,
and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief.
FlockOS ™ - - Essentials
An integrated public safety platform that detects, centralizes and decodes actionable evidence to increase safety, improve efficiency, and connect the
community.
FlockOS Features & Description
FlockOS Features Description
Community Network Access
The ability to request direct access to feeds from privately owned Flock Safety Falcon® LPR cameras
located in neighborhoods, schools, and businesses in your community, significantly increasing actionable
evidence that clears cases.
Unlimited Users Unlimited users for FlockOS
State Network (License Plate Lookup Only) Allows agencies to look up license plates on all cameras opted into the Flock Safety network within your
state.
Nationwide Network (License Plate Lookup Only)
With the vast Flock Safety sharing network, law enforcement agencies no longer have to rely on just their
devices alone. Agencies can leverage a nationwide system boasting 10 billion additional plate reads per month to amplify the potential to collect vital evidence in otherwise dead-end investigations.
Law Enforcement Network Access The ability to request direct access to evidence detection devices from Law Enforcement agencies outside
of your jurisdiction.
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.
Insights & Analytics 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 Map-based interface that consolidates all data streams and the locations of each connected asset, enabling
greater situational awareness and a common operating picture.
Real-Time NCIC Alerts on Flock ALPR Cameras Receive automated alerts when vehicles entered into established databases for missing and wanted persons are detected, including the FBI’s National Crime Information Center (NCIC) and National Center for
Missing & Exploited Children (NCMEC) databases.
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
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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: TX - Denton PD
By: \FSSignature2\ By:\FSSignature1\
Name: \FSFullname2\ Name:\FSFullname1\
Title: \FSTitle2\ Title:\FSTitle1\
Date: \FSDateSigned2\ Date:\FSDateSigned1\
PO Number:
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Ginny Brummett
Buyer
12/19/2024
General Counsel
12/20/2024
Mark Smith
Exhibit C
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the Contract is
awarded, in accordance with Government Code 2252.908.
The Contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
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CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined
by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton
Ethics Code, Ordinance 18-757.
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the
date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day
after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be
completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code.
Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in
this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer
or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
Docusign Envelope ID: 922F09DE-09CD-4B4A-BA82-FB378033FD01Exhibit D-CIQ
Flock Group Inc
12/20/2024
X
X
X
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy
reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more
than $100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member
of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use.
Per the City of Denton Ethics Code, Section 2-273. – Prohibitions
(3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
Docusign Envelope ID: 922F09DE-09CD-4B4A-BA82-FB378033FD01
Certificate Of Completion
Envelope Id: 922F09DE-09CD-4B4A-BA82-FB378033FD01 Status: Completed
Subject: Please DocuSign: City Council Contract 8701 Flock Safety
Source Envelope:
Document Pages: 34 Signatures: 8 Envelope Originator:
Certificate Pages: 6 Initials: 1 Ginny Brummett
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Ginny.Brummett@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
12/19/2024 11:46:21 AM
Holder: Ginny Brummett
Ginny.Brummett@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Ginny Brummett
ginny.brummett@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 12/19/2024 11:49:03 AM
Viewed: 12/19/2024 11:49:14 AM
Signed: 12/19/2024 11:49:29 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 12/19/2024 11:49:32 AM
Viewed: 12/19/2024 12:01:15 PM
Signed: 12/19/2024 12:01:55 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Michael Cronig
Michael.Cronig@cityofdenton.com
Deputy City Attorney
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 107.137.238.180
Sent: 12/19/2024 12:01:58 PM
Viewed: 12/19/2024 12:21:11 PM
Signed: 12/19/2024 12:47:11 PM
Electronic Record and Signature Disclosure:
Accepted: 12/19/2024 12:21:11 PM
ID: 248f999d-b806-41d7-a8d3-5184cc099d43
Mark Smith
Mark.Smith@flocksafety.com
General Counsel
Flock Group Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.238.8.160
Sent: 12/19/2024 12:47:14 PM
Viewed: 12/19/2024 1:05:02 PM
Signed: 12/20/2024 1:34:20 PM
Electronic Record and Signature Disclosure:
Accepted: 12/19/2024 1:05:02 PM
ID: 52b302ad-c501-4c6f-b270-f1aab6e536c3
Signer Events Signature Timestamp
Jessice Robledo
Jessica.Robledo@cityofdenton.com
Chief
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 70.114.137.20
Sent: 12/20/2024 1:34:23 PM
Viewed: 12/20/2024 3:20:45 PM
Signed: 12/20/2024 3:21:13 PM
Electronic Record and Signature Disclosure:
Accepted: 12/20/2024 3:20:45 PM
ID: d8214b99-8017-4088-811d-af856234745f
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 12/20/2024 3:21:16 PM
Viewed: 1/15/2025 9:14:56 AM
Signed: 1/15/2025 9:15:11 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 1/15/2025 9:15:15 AM
Viewed: 1/15/2025 10:22:05 AM
Signed: 1/15/2025 10:22:15 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lauren Thoden
lauren.thoden@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 1/15/2025 10:22:19 AM
Viewed: 1/15/2025 11:47:40 AM
Signed: 1/15/2025 11:48:14 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/19/2024 11:49:31 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/20/2024 3:21:16 PM
Viewed: 12/20/2024 3:30:26 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 1/15/2025 11:48:17 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Tiffany Wei
Tiffany.Wei@cityofdenton.com
Business Information Analyst
City of Denton Police Department
Security Level: Email, Account Authentication
(None)
Sent: 1/15/2025 11:48:19 AM
Viewed: 1/15/2025 11:55:34 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Bryan Cose
bryan.cose@cityofdenton.com
D.C.
Security Level: Email, Account Authentication
(None)
Sent: 1/15/2025 11:48:21 AM
Electronic Record and Signature Disclosure:
Accepted: 1/13/2025 12:59:44 PM
ID: 565b30fd-f0f4-461a-87c7-d2d64d0a3eac
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 12/19/2024 11:49:03 AM
Certified Delivered Security Checked 1/15/2025 11:47:40 AM
Signing Complete Security Checked 1/15/2025 11:48:14 AM
Completed Security Checked 1/15/2025 11:48:21 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
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and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
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Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
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If you decide to receive notices and disclosures from us electronically, you may at any time
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electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
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All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Michael Cronig, Mark Smith, Jessice Robledo, Bryan Cose
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
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To request delivery from us of paper copies of the notices and disclosures previously provided
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consequences of your withdrawing consent for online documents will be that transactions
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proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
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