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<br />Consulting Services Agreement between City of San Leandro and Last revised 05/24/2022 <br />Flock Group Inc. for Community Safety Cameras with ALPRs Exhibit A – Page 2 of 11 <br />1. DEFINITIONS <br />Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross- <br />referenced in this Section 1. <br />1.1 "Agency Data” will mean the data, media and content provided by City through the <br />Services. For the avoidance of doubt, the Agency Data will include the Footage. <br />1.2 “Agency Hardware” shall mean the third-party camera owned or provided by City and any <br />other physical elements that interact with the Embedded Software and the Web Interface <br />to provide the Services. The term “Agency Hardware” excludes the Embedded Software <br />1.3 “Authorized End User(s)” shall mean any individual employees, agents, or contractors of <br />City permissibly accessing or using the Services through the Web Interface, under the <br />rights granted to City pursuant to this Agreement. <br />1.4 “Documentation” will mean text and/or graphical document ation, whether in electronic or <br />printed format, that describe the features, functions and operation of the Services which <br />are provided by Flock to Agency in accordance with the terms of this Agreement. <br />1.5 “Embedded Software” will mean the software and/or firmware embedded or preinstalled on <br />the Agency Hardware. <br />1.6 “Flock IP” will mean the Services, the Documentation, the Embedded Software, the <br />Installation Services, and any and all intellectual property therein or otherwise provided to <br />City and/or its Authorized End Users in connection with the foregoing. <br />1.7 “Footage” means still images and video captured by the Agency Hardware in the course of <br />and provided via the Services. <br />1.8 “Hardware” or “Flock Hardware” shall mean the Flock cameras or device, pole, clamps, <br />solar panel, installation components, and any other physical elements that interact with the <br />Embedded Software and the Web Interface to provide the Flock Services. The term <br />“Hardware” excludes the Embedded Software. <br />1.9 “Implementation Fee(s)” means the monetary fees associated with the Installation <br />Services, as defined in Section 1.10 below. <br />1.10 “Installation Services” means the services provided by Flock including any applicable <br />installation of Embedded Software on Agency Hardware. <br />1.11 “Non-Agency End User(s)” shall mean any individual, entity, or derivative therefrom, <br />authorized to use the Services through the Web Interface, under the rights granted to <br />pursuant to the terms (or to those materially similar) of this Agreement. <br />1.12 “Services” or “Flock Services” means the provision, via the Web Interface, of Flock’s <br />software application for automatic license plate detection, searching image records, and <br />sharing Footage. <br />DocuSign Envelope ID: A2405AE9-3231-4579-AE9F-5EEB698E5268