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Docusign Envelope ID: 3F9554CD-064F-42A7-B10A-7261BCC15FD6
EXHIBIT C
NEGOTIATED/ADDITIONAL TERMS AND CONDITIONS
The following keys terms and conditions are incorporated into the contract/agreement. These
items may supplement or may be included in the Contractor’s proposal.
1. Flock shall provide a National Defense Authorization Act (NDAA) Compliance Guarantee.
Flock shall replace existing hardware/equipment with new equipment with equivalent
functionality should the existing hardware/equipment no longer comply with NDAA
requirements. In the event of a federal or state law, regulation, or enforceable governmental
order (“Legal Prohibition”) that prohibits the use, operation, or procurement of drones
manufactured by DJI or any other Chinese-made drone manufacturers (“Restricted
Drones”), Flock will provide replacement drones that are fully compliant with the National
Defense Authorization Act (“NDAA Compliant Drones”). Upon confirmation of a Legal
Prohibition affecting Customer’s use of Restricted Drones, Flock shall replace all Restricted
Drones that are part of the Customer’s Flock Services and subject to Legal Prohibition with
NDAA Compliant Drones of comparable functionality and specifications. The replacement
process shall commence within a commercially reasonable time of the effective date of the
Legal Prohibition and be completed within a commercially reasonable timeframe. The
replacement shall be provided at no additional cost to Customer.
2. Damage to hardware/equipment that occurs in the normal course of business shall be
replaced at no charge to the City. The Contractor may initiate additional training if deemed
necessary.
3. Flock Safety shall provide all necessary maintenance, including replacement parts, during
the term of the contract/agreement.
4. Flock Safety shall offer a hardware refresh every 18 months.
5. Each drone location will have back-up drone on-site to ensure operations are not interrupted.
6. During the first year of the agreement/contract, the City may request an adjustment to the
initial hardware/equipment selected and the Contractor shall offer a modification without
penalty or additional cost to the City. The annual fee shall be adjusted to reflect the change
as mutually agreed between the City and the Contractor.
7. As a result of negotiations, the following revisions to the Scope of Work or Terms and
Conditions included in the Request for Proposals, related Addenda and Contractor’s
Proposal are incorporated into the Contract:
● Section 7, Standard Terms and Conditions, Paragraph 7.26, Termination for
Convenience of the Request for Proposals is removed and replaced with the following
provision:
The City may terminate a contract when funds are not appropriated for the specified goods
or services.
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