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Home My WebLink AboutContract 53479 CITY SECRETARYF CONTRACT NO. cJc� +Z� �G Off' off` �Q�o�p�Q Ply MEMORANDUM OF UNDERSTANDING G�tG�s This Data Sharing Memorandum of Understanding(this"MOU")is entered into by and between Flock Group,Inc.with a place of business at 2588 Winslow Drive,Atlanta, GA 30305 ("Flock")and the police department or agency identified in the signature block below("Agency")(each a"Party, and together, the"Parties"). Whereas,Agency desires to access Flock's technology platform(the"Flock Service")in order to view and search videos recorded by Flock("Recordings")which are stored for no longer than 30 days, utilizing its software for automatic license plate detection; Whereas,Flock desires to share such videos with Agency pursuant to the following terms and conditions. 1. Purpose. To allow the Agency to utilize the Flock Services for the following purpose: [to gain awareness with respect to the communities for which they serve to protect] (the"Purpose"). 2. Access Rights to Flock Services. Subject to the terms and conditions contained in this MOU, Flock hereby grants to Agency a non-exclusive, non-transferable right to access the features and functions of the Flock Service during the Term (as defined below), solely for use by Authorized Users in accordance with the terms and conditions herein. For purposes of this MOU, "Authorized Users" will mean employees, agents, or officers of Agency accessing or using the Flock Services for the Purpose. Agency acknowledges and agrees that, as between Agency and Flock,Agency shall be responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User which,if undertaken by Agency,would constitute a breach of this MOU, shall be deemed a breach of this MOU by Agency. Agency shall undertake reasonable efforts to make all Authorized Users aware of the provisions of this MOU as applicable to such Authorized User's use of the Flock Service, and shall cause Authorized Users to comply with such provisions. 3. Restrictions on Use. Agency will not, and will not permit any Authorized Users or any third party to, (i) copy or duplicate any of the Flock Service; (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 Service is compiled or interpreted; (iii) modify, alter, or tamper with any of the Flock Service, or 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 Service; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Flock Service; or (vi) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber,Agency's rights under Sections 2. 4. Ownership. As between the Parties, subject to the rights granted in this MOU, Flock and its licensors retain all right,title and interest in and to the Flock Service,and its components and any Recordings or data provided by Flock through the Flock Service, and Agency acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this MOU.Agency further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock's sole discretion. There are no implied rights. 5. Financial Implications to Agency.No financial commitment by Agency is required to access the Flock Services or Recordings. 6. Term;Termination. A. Term. This MOU will commence once executed by both parties and shall continue for a period of[5]years. B. Termination. Flock may terminate this MOU for its convenience, and in its sole discretion, by providing Agency thirty (30) days prior written notice of termination. Agency may terminate this MOU for its convenience, and in its sole discretion, by providing Agency ninety (90) days prior written notice of termination. Either party may terminate this MOU upon written notice if the other party has breached a material term of this MOU and has not cured such breach within thirty (30) days of receipt of notice from the non-breaching party specifying the breach. Upon termination of this MOU,Agency will immediately cease all use of Flock Services. j 7. Limitation of Liability. A. Limitation on Direct Damages. IN NO EVENT SHALL FLOCK'S AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS MOU EXCEED $100, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE),PRODUCT LIABILITY OR OTHERWISE. B. Waiver of Consequential Damages. IN NO EVENT SHALL FLOCK OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION,LOSS OF DATA OR LOSS OF PROFITS,WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. Confidentiality. A. Obligations. Each of the parties agrees to maintain in confidence any non-public information of the other party, whether written or otherwise, disclosed by the other party in the course of performance of this MOU that a party knows or reasonably should know is considered confidential by the disclosing party ("Confidential Information"). The parties hereby agree that Confidential Information includes the terms and conditions of this MOU, and any discussions related thereto as well as the Flock Services. The receiving party shall not disclose, use, transmit, inform or make available to any entity,person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties' respective rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees or agents who require access in order to perform hereunder, and, except as otherwise provided, neither party shall make Confidential Information available to any other person or entity without the prior written consent of the other party. B. Exclusions. Confidential Information shall not include any information that is (i) already known to the receiving party at the time of the disclosure; (ii)publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party; (iii) subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party hereto that rightfully acquired such information; or (iv) communicated to a third party by the receiving party with the express written consent of the other party hereto. A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process shall not be considered a breach of this MOU; provided the receiving parry provides prompt notice of any such subpoena, order, or the like to the other party so that such party will have the opportunity to obtain a protective order or otherwise oppose the disclosure. 10. Miscellaneous.All notices, requests, demands, or other communications required or permitted to be given hereunder must be in writing and must be addressed to the parties at their respective addresses set forth below and shall be deemed to have been duly given when (a) delivered in person; (b)sent by facsimile transmission To the facsimile number below and indicating receipt at the facsimile number where sent; (c) one (1)business day after being deposited with a reputable overnight air courier service; or(d) three (3)business days after being deposited with the United States Postal Service, for delivery by certified or registered mail, postage pre-paid and return receipt requested. This MOU shall be governed by the laws of the state in which the Agency is located, excluding its conflict of laws rules. The parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this MOU. l 1. 11. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure.A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. IN WITNESS WHEREOF,Flock and the Agency have caused this MOU to be signed on the date set forth below and be effective on the last date specified below. Flock Group,Inc.: Agency: By: 4 � �� By: 61 I� Name: Alysha Stanton Name: 'f_w ' 0"V-) Title: January 8,2020 Title: P>S 15�" CAN m rw aa eJr OFF SAL RECORD MY SECRETARY Mr. WOR 'K ACCEPTED AND AGREED: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including By: ensuring all performance and reporting Name: Kevin G nn requirements. Title: Assistant City Manager By: APPROVAL RECOMMENDED: Name: Sgt. Dalton Webb Title: Real Time Crime Center Supervisor APPROVED AS TO FORM AND By: l Z Z d LEGALITY: N e: Roger Wright Tit `'Interim IT Solutions Director By: ATTEST: Name: tsistant trongTitle: City Attorney CONTRACT AUTHORIZATION: By: IR�Qt'S M&C: NA Name: Mary J. Kayser Date Approved: NA Title: City SecretaryK =c. n •'' Form 1295 Certification No.:NA 5��'•�f;4j`'Pf� If