MIS  Dale County Commission  Commission Meeting Minutes - July 13, ,2021  The Dale County Commission convened in a regular session Tuesday, July 13, 2021. The following members were present: Chairman Steve McKinnon; District One Commissioner Chris Carroll; District Two Commissioner Donald O. Grantham; District Three Commissioner Chairman McKinnon called the meeting to order at 10:00am. Commissioner Grantham opened with the Pledge of Allegiance. Commissioner Gary followed with prayer.  Charles W. Gary; and District Four Commissioner Frankie Wilson.  APPROVED - AGENDA  Commissioner Gary made a motion to approve the agenda adding one item: cancellation of  commission meeting on 08/24/21.  Commissioner Wilson seconded the motion, all voted aye. Motion carried.  APPROVED = MEMORANDUM OF WARRANTS  Commissioner Carroll made a motion to approve the following Memorandum of Warrants:  Accounts Payable Check Numbers 90360-90514. Payroll Check Numbers: 154758-154758. Direct Deposit Check Numbers: 38879-39022.  Commissioner Grantham seconded the motion, all voted aye. Motion carried.  APPROVED = JUNE 22, 2021 MINUTES  Commissioner Gary made a motion to approve the Minutes of the Commission Meeting Commissioner Grantham seconded the motion, all voted aye. Motion carried.  on June 22, 2021.    Dale County Commission  Commission Meeting Minutes - July 13,2021  Page 2of3  APPROVED - PERSONNEL  Commissioner Gary made a motion to approve the following:  Steven Jackson - part time process server = Sheriff Office - $12.00/hr. Emily Gagnon - part time Deputy SRO - Sheriff Office - $15.50/hr. Keith Walker - Full time Deputy SRO - Sheriff Office - $16.00/hr. Lexie Ryles = Transfer - Deputy - Sheriff Office - $14.60/hr. Johnathan McClure - Promotion - Jailer - Full time  $11.12/hr.  Commissioner Carroll seconded the motion, all voted aye. Motion carried.  APPROVED - TRAVEL REQUEST  Commissioner Carroll made a motion to approve the following travel request.  Eleanor Outlaw and Sheila Waller - July 20-21, 2021 - Revenue Commission- = Tax Lien. Auction Meeting, Legislative Update - Pursell Farms, Sylacauga Al. =  $886.71 (each).  Commissioner Wilson seconded the motion, all voted aye. Motion carried  APPROVED - CDBG CARES ACT (CDBG-CV) GRANT AGREEMENT  Commissioner Gary made a motion to approve the CDBG CARES Act (CDBG-CV. Agreement #CV-NC-20-036 in the amount of $400,000. See Exhibit 1. Commissioner Wilson seconded the motion, all voted aye. Motion carried  APPROVED - LICENSE PLATE DETECTION AGREEMENT - SHERIFF  Commissioner Carroll made a motion to approve the Flock Safety government agency agreement. Expense will be paid from Sheriffs discretionary funds. See Exhibit2 2. Commissioner Grantham seconded the motion, all voted aye. Motion carried.  APPROVED - POSTAGE MACHINE AGREEMENT  Commissioner Gary made a motion to approve a three-year Pitney Bowes postage machine  agreement. See Exhibit 3.  Commissioner Wilson seconded the motion, all voted aye. Motion carried.    Dale County Commission  Commission Meeting Minutes July 13, 2021  Page3 3of3  APPROVED - COUNTY ROAD PROJECT DCP 23-05-21 RESOLUTION  Commissioner Wilson made a motion to approve a Resolution for project DCP 23-05-21 regarding Co Rd 20 (formerly project #DCP 23-07-17 approved 04/13/21). See Exhibit 4. Commissioner Gary seconded the motion, all voted aye. Motion carried.  APPROVED -A AWARD BID - PISTOL RANGE BUILDING  Commissioner Grantham made a motion to approve the awarding of the bid to McClain  Contracting Company, Inc. See Exhibit 5.  Commissioner Wilson seconded the motion, all voted aye. Motion carried  APPROVED - CANCELLATION OF COMMISSION MEETING - 08/24/21  Commissioner Wilson made a motion to approve the cancellation of the August 24, 2021  Commission meeting.  Commissioner Carroll seconded the motion, all voted aye. Motion carried  ANNOUNCEMENT = NEXT REGULAR MEETING  Chairman McKinnon announced that the next regular meeting of the Dale County  Commission will be Tuesday, July 27, 2021 at 10:00am.  ADJOURNMENT: CONFIRMATORY STATEMENT  Commission Wilson made a motion to adjourn the meeting. Commissioner Gary seconded Iti is hereby ordered the foregoing documents, resolutions, etc., be duly confirmed and entered into the minutes of the Dale County Commission as its official actions.  the motion. All voted aye. Motion carried.  Shr  Steve McKinnon, Chairman    Exhibit 1  CARES Act Community Development Block Grant Coronavirus (CDBG-CV)  CFDA#14.228  State's Program  STATE OF ALABAMA MONTGOMERY, ALABAMA)  AGREEMENT NO. CV-NC-20-036  AGREEMENT  THIS AGREEMENT is effective as of this 5th day of July, 2021 by and between the Dale County Commission (herein called "Subrecipient") and the Alabama Department of Economic and Community Affairs (herein called "ADECA" and "Pass-through Entity").  Subrecipient Name: Dale County Commission Subrecipient Unique Entity Identifier Number: 168786544 Federal Award Identification Number ("FAIN"): B-20-DW-01-0001  Federal Award Date: January 28, 2021  Subaward Period of Performance Start Date and End Date: January 21, 2020 through the Closeout Submittal Date designated on the Subrecipient's approved CDBG-CV Local Subaward Budget Startand End Date: January 21, 2020 through the Closeout Submittal Date designated on the Subrecipient's approved CDBG-CV Local Program Implementation  Program implementation Schedule.  Schedule.  Amount of Federal Funds Obligated by this Action: $400,000 Total Amount of Federal Funds Obligated to the Subrecipient: $400,000  Total Amount of Federal Award: $400,000 19 pandemic and other infectious diseases.  Federal Award Project Description: To prevent, prepare for, and respond to the COVID- Name of Federal Awarding Agency: U.S. Department of Housing and Urban  Development (HUD).  Pass-through Entity: Alabama Department of Economic and Community. Affairs (ADECA). Contactinformation for Awarding Official: Kenneth W. Boswell, Director, (334)242-5591 Identification of Whether the Award is Research and Development: No Indirect Cost Rate for the Federal Award: Not applicable to the Subrecipient.  1    Exhibitl  WITNESSETH THAT:  WHEREAS, ADECA desires to engage the Subrecipient to carry out certain activities ors services hereinafter described in connection with an undertaking which is expected to be financed or partially financed through the Federal Assistance authorized under the State's CARES Act Community Development Block Grant Coronavirus (CDBG-CV) Program. NOW THEREFORE, the parties hereto do mutually agree as follows: ADECAI hereby agrees to engage the Subrecipient, and the Subrecipient hereby agrees to carry out the activities hereinafter set forth in connection with the State's CDBG- CVI Program administered by ADECA, under CDBG-CV Project Number CV-NC-20-036 made to the Subrecipient from the Federal award (FAIN B-20-DW-01-0001) )identified  herein above.  The Subrecipient, in assisting ADECA during the period of this Agreement and with the Federal Assistance provided for in this Agreement, shall perform all the necessary  services stated in this Agreement.  Upon execution of this Agreement, ADECA agrees to provide to the Subrecipient the Federal Assistance authorized under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) (Public Law 116-136) and laws supplementing its funding, and Titlelof the Housing and Community Development Act of 1974, as amended (Public Law 93-383). Such Federal Assistance is subject to the terms and conditions of this Agreement, all applicable laws, rules and regulations, and all other requirements of ADECA, the State, or HUD, now or hereafter in effect. This Agreement is effective with respect to such Federal Assistance as of the date specified above, and consists of (1) the Subrecipient's ADECA- approved grant Application specified herein, including any assurances, certifications, maps, schedules, and other submissions; (2) the HUD CDBG Program Regulations published at 24 CFR Part 570 in Subpart 1, the HUD CDBG-CV Program Regulations as and when published by HUD, and State Policies; (3) the State's 2020 Action Plan Amendment, developed for the CDBG-CV Program (the State's Federal grant application) that was submitted to and approved by HUD, including any approved waivers, assurances, certifications, maps, schedules, and other submissions; and (4) the following General Terms  and Conditions: A. DEFINITIONS  Except to the extent modified or supplemented by this Agreement, any term defined in the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) (Public Law 116- 136) and laws supplementing its funding, Titlelofthe Housing and Community Development Act of 1974, as amended (Public Law 93-383), the HUD CDBG Program Regulations published at 24 CFR Part 570 in Subpart I, and the HUD CDBG-CV Program Regulations as and when published by HUD, shall have the same meaning when used herein.  2    Exhibitl  1. "Agreement" means this Agreement as described above, and any "Applicant" means the entity designated as such in the CDBG-CV grant application submitted to ADECA, and herein as the Subrecipient of the CDBG-CV grant  amendments or supplements hereto.  2. funds. 3. 4. 570, Subpartl.  "Application" means the Subrecipient's grant application for CDBG-CVI Federal "Assurances", when capitalized, means the certifications and assurances  Assistance that has been submitted to and approved by ADECA.  submitted with the Subrecipient's Application pursuant to the requirements of 24 CFR Part  5. "Federal Assistance" means the CDBG-CV Federal assistance, grant(s), and  funds provided by ADECA to the Subrecipient under this Agreement.  6.  "Federal Award" means the Federal grant awarded from the Federal awarding  agency to the State of Alabama and administered by ADECA as the State Administering Agency, and which is identified by its "Federal Award Identification Number" (FAIN). Herein  this Agreement, the Federal Award is FAIN B-20-DW-01-0001.  7. "Local Program Implementation Schedule" means ADECA's CDBG-CVI Local Program Implementation Schedule form that is completed and signed by the Subrecipient's authorizing official and submitted to ADECA, and that sets forth the proposed start dates and completion dates for the work activities and administrative services described on that form. The Local Program Implementation Schedule may be amended from time to time throughout the period ofi this Agreement, as requested by the Subrecipient: and as approved  by ADECA. 8.  "Principal" means an officer, director, owner, partner, key employee, or other  person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Subrecipient.  9.  "Program" means the CARES Act Community Development Block Grant  Coronavirus (CDBG-CV) Program, project, or other activities, including the administration thereof, with respect to which Federal Assistance is being provided under this Agreement.  10. "State" means the State of Alabama.  11. Subrecipient" means the entity signing this Agreement who is the Applicant ore entity designated as a recipient for grant assistance under the CARES Act Community  Development Block Grant Coronavirus (CDBG-CV) Program.  12. "Waiver" means one or more deviations from the CDBG Program's rules, regulations, and requirements that the State has requested and that HUD has authorized and approved the State to utilize during the State's administration oft the CARES Act CDBG-  3    Exhibitl  CV Program. The State may subsequently allow the Subrecipient to utilize one or more of the approved Waivers to carry out the activities hereinafter set forth in connection with the  State's CDBG-CV Program administered by ADECA.  B. SCOPE OF SERVICES  1. The Subrecipient agrees to do, perform, and carry out in an expedient, satisfactory, and proper manner, as determined by ADECA, the work activities and administrative services described in the Subrecipient's ADECA-approved Application submitted for Federal Assistance under this CDBG-CV project and the terms of this Agreement. The Subrecipient further agrees that all activities carried out under the terms of this Agreement shall satisfy all requirements of ADECA and shall be as described in the Subrecipient's ADECA-approved Application unless otherwise expressly directed by  ADECA.  2. The Subrecipient agrees to permit and to facilitate reviews by ADECA of the work activities and administrative services described ini the SubrecipientsADECA-approved Application and herein this Agreement at Montgomery or at other places as ADECA may  determine.  3. The Subrecipient shall submit to ADECA progress reports describing the progress of the work activities and administrative services described in the Subrecipient's ADECA-approved Application and herein this Agreement when requested by ADECA.  C. CHANGES  1. ADECA or the Subrecipient may, from time to time, request changes in the scope of services to be performed by the Subrecipient under this Agreement. Such changes, including any increase or decrease in the amount of the Subrecipients compensation, which are mutually agreed upon by and between ADECA and the Subrecipient, shall follow ADECA's governing policy and be incorporated in written  amendments to this Agreement.  2.  Notwithstanding the terms stated in Section C.1. herein this Agreement,  ADECA may, from time to time, approve a revision to the Subrecipient's budget document and/or scope for the CDBG-CV project under this Agreement without a formal written amendment to this Agreement. However, for such revision to be valid, it shall be on a standard ADECA CDBG-CVBudgetFhat Financial Report" form and approved by ADECA. Inno case shall the revision increase the total amount of compensation identified under the terms stated in Section F. herein this Agreement without a formal amendment to this  Agreement. D. PERSONNEL  1. Its shall be the responsibility of the Subrecipient, when necessary, to hire personnel or to contract or subcontract for the work to be performed as set out in the Scope  4    Exhibit 1  of Services, to include the work activities and administrative services described in the Subrecipient's ADECA-approved Application and herein this Agreement. All persons sO hired or under contract or subcontract shall be fully qualified and shall be authorized or  permitted under State and local law to perform such services.  2. The Subrecipient shall provide to ADECA a sampling of all contracts and  subcontracts for said work or services as and when requested by ADECA.  E. TIME OF PERFORMANCE  1. ADECA retains the right to rescind all or any part of the Federal Assistance committed by this Agreement. Such right may be exercised if action or the lack of action by or on behalf of the Subrecipient indicates to ADECA that the work activities and administrative services described in the Subrecipient's ADECA-approved Application, andlor the terms of this Agreement, are not adhered to or are not progressing according to  the Local Program Implementation Schedule andlor this Agreement.  2. The Subrecipient, by execution oft this Agreement, certifies that the Subrecipient will implement the work activities and administrative services described in the Subrecipient's ADECA-approved Application and the terms of this Agreement substantially in compliance with the Local Program Implementation Schedule and/or this Agreement, and that failure to do sO may affect the Subrecipient's continued capacity to participate in ADECA's future  Federal Assistance and other funding decisions. F. METHOD OF PAYMENT funds not to exceed $400,000.  1. ADECA and the Subrecipient have agreed upon a total payment of CDBG-CV 2. The Subrecipient will be paid on an advance payment basis provided that it maintains a cash management plan, maintains or demonstrates the willingness and ability tor maintain both written procedures to minimize the transfer offunds and their disbursement by the Subrecipient and financial management systems that meet the standards for fund control and accountability in accordance with 2 CFR $200.305. If the advance requested exceeds thirty (30) days, the Subrecipient: must provide a written explanation with the invoice requesting advance funds and is subject to approval by ADECA. Source documentation and ai follow-uplinvoice must be submitted to account for the actual expenditures made against  advances.  3. The Subrecipient will be paid on a reimbursement basis when the above- stated requirements for advances cannot be met, the Federal awarding agency has a specific condition per 2 CFR $200.305, or the Subrecipient requests, in writing, payment by  reimbursement.  4. The Subrecipient agrees to match the expenditures incurred in the execution of activities stated herein with matching cash or' "in-kind" services as shown in the approved  5    Exhibit 1  (original or revised) "CDBG-CV Budget/Final Financial Report." Payment of funds are subject to and dependent upon the availability of Federal funds awarded to ADECA for the  program purposes herein stated.  5. This Agreement, authorized by the State of Alabama on July 5, 2021 under the terms of the Federal Award (FAIN B-20-DW-01-0001) identified herein above and the State's CDBG-CV funds for CDBG-CV Project Number CV-NC-20-036 is hereby accepted  by the Subrecipient.  6. The Subrecipient agrees to comply with, and to accept responsibility for compliance by any public or private non-profit entity, local development corporation, or small business investment corporation carrying out CDBG-CV grant activity on behalf of the Subrecipient in accordance with, the terms and conditions of this Agreement, applicable laws, applicable regulations, and all requirements of ADECA, the State, or HUD, now or  hereafter in effect, pertaining to the Federal Assistance provided.  7. In addition to the above clauses, the Subrecipient and its Contractors, Subcontractors and Vendors shall agree with, and shall adhere to, the terms stated in  Section K herein this Agreement. G. CLOSEOUT PROCEDURES  Onora after the completion date stated int the Local Program Implementation Schedule for the work activities and administrative services described in the Subrecipient's ADECA- approved Application and herein this Agreement, the Subrecipient shall follow the ADECA Community and Economic Development Division's established CDBG-CVProgram closeout procedures when closing the CDBG-CV project under this Agreement. The Subrecipient may access ADECA's CDBG-CV Program closeout documents from the ADECA Community and Economic Development Division's CDBG-CV Program staff and on the  ADECA website at wa0ecaBbamagok H. RECORD RETENTION  1. Financial records, supporting documents, statistical records, and all other non- Federal entity (to include ADECA, the Subrecipient, Contractors, Subcontractors and Vendors) records pertinent to a Federal award (to include the CDBG-CV project under this Agreement). must be retained for a period of at least three years from the date of ADECA's submission of the final expenditure report on this Federal Award to HUD, or for Federal awards that are renewed quarterly or annually, from the date of ADECA's submission of the quarterly or annual financial report, respectively, as reported to HUD (as the Federal awarding agency) or pass-through entity (the State, and ADECA) in the case of the  Subrecipient.  2. Because Federal agencies (to include HUD) may have different record retention requirements, each of ADECA's Divisions will have its own record retention requirements sO: as to comply with the appropriate Federal record retention requirements.  6    Exhibit 1  For the ADECA Community and Economic Development Division's CDBG-CV Program record retention requirements applicable to this Federal Award and the CDBG-CV project under this Agreement, the following record retention requirements are applicable:  The Subrecipient is required to keep all records relating to the CDBG-CV project under this Agreement for a period of at least five years past notification by ADECA that the CDBG-CV project under this Agreement has been closed out or all audit findings related  thereto have been resolved, whichever is longer.  3. When applicable, the Subrecipient, Contractors, Subcontractors, and Vendors shall comply with the Alabama Competitive Bid Law (codified at $41-16-54, Code of Alabama 1975), which requires that all original bids, together with all documents pertaining to the award of a contract, shall be retained in accordance with a record retention period of  at least seven years.  I.  INCORPORATION OF SUBMISSIONS MADE PURSUANT TO THE  REQUIREMENTS OF THE CDBG-CV PROGRAM  The submissions made by the Subrecipient to ADECA pursuant to the requirements of the CDBG-CV program are incorporated into this Agreement by reference to said program. The Subrecipient, by execution of this Agreement, further certifies that:  1. The Subrecipient has complied with all applicable requirements of 24 CFR Part 58, and the Subrecipient's "Request for Release of Funds and Certification" form has been  submitted to and approved in writing by ADECA.  2. The Subrecipient has consulted with other State and local agencies, as appropriate, in its efforts to prevent, prepare for, and respond to the Coronavrus/COVD-19 pandemic and other infectious diseases, and has obtained applicable permits and/or has satisfied other conditions imposed from those State and/or local agencies which have authority to review CDBG-CV project grant applications, and/or issue permits, and/or retain  other responsibilities in regard to local or State projects.  3. The Subrecipient understands and agrees that HUD has authorized the State toutilize Waivers allowed undert the CARES Actf for assistance with administering the CDBG- CV Program within the State. Pursuant to (i) the text within the CARES Act enacted on March 27, 2020 in response to the Centers for Disease Control and Prevention's January 21, 2020 confirmation of the first coronavirus case in the United States, (ii) the subsequent HUD-issued April 9, 2020 Memorandum entitled "CARES Act Flexibilities for CDBG Funds Used to Support Coronavirus Response and Plan Amendment Waiver," and (ii) the subsequent HUD-issued August 10, 2020 FR-6218-N-01: Notice of Program Rules, Waivers, and Altemative Requirements Under the CARES Act for Community Development Block Grant Program Coronavirus Response Grants, Fiscal Year 2019and 2020 Community Development Block Grants, and for Other Formula Programs that was published in the Federal Register, HUD is authorized to allow Waivers within the CDBG-CV Program to the  7    Exhibit 1  State in any program areas that do not pertain to "fair housing, nondiscrimination, labor J. OFFICE OF MANAGEMENT AND BUDGET (OMB) UNIFORM GUIDANCE  standards, and the environment." FOR FEDERAL AWARDS  For any and all contracts or grants made by a non-Federal entity under a Federal award, the non-Federal entity must comply with 2 CFR Part 200, the OMB Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which includes but is not limited to, Subpart B( (2CFR200.100), General Provisions; Subpart C (2 CFR 200.200), Pre-Federal Awards Requirements and Contents of Federal Awards; Subpart D (20 CFR 200.300), Post Federal Award Regulations; Subpart E (2 CFR 200.400), Cost Principles; Subpart F (2 CFR 200.500), Audit Requirements; and all accompanying  Appendices.  For any and all contracts made by a non-Federal entity under a Federal award, 2 CFR: 200.326 requires provisions covering the following (as found in Appendix II to Part 200) bei included and adhered to as applicable and unless specifically excluded by other Federal  regulations:  1. TERMINATION OF AGREEMENT  (a) Ad clause addressing a termination for cause and convenience must be  included in all contracts in excess of $10,000. The following provisions apply to termination under this Agreement, whether termination by ADECA or by the Subrecipient. The performance of work under this Agreement may be terminated in whole or in part for the  following circumstances:  (1) Termination for Convenience. This Agreement may be  terminated by either party with thirty (30) days written notice. Said notice shall specify the reasons for requesting such termination. IfADECA determines that continuation of the work will serve no useful public purpose, then this Agreement may be terminated by ADECA, and the Subrecipient shall be entitled to necessary expenses incurred through the date of  termination or the date services are last provided, whichever occurs first.  (2) Termination for Cause. If, through any cause, the Subrecipient  shall fail to fulfill in a timely manner its obligations under this Agreement, or if the Subrecipient shall violate any of the covenants, agreements, or stipulations of this Agreement, and such failure or violation is not corrected within fifteen (15) days after such notice is given by ADECA to the Subrecipient, then ADECA shall thereupon have the right to immediately terminate or suspend this Agreement by giving written notice to the Subrecipient of such termination or suspension and specifying the effective date thereof. property, finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, computer tapes, computer programs, and reports prepared by the Subrecipient under this Agreement shall, at the option of ADECA, and if in accordance with  (b) In the event of termination, either for convenience or for cause, all  8    Exhibitl  appliçable State and Federal regulations, become the property of ADECA. The Subrecipient shall be entitled to receive just and equitable compensation for any satisfactory work  completed on such documents and other materials.  (c) Notwithstanding the above, the Subrecipient shall not be relieved of  liability to ADECA for damages sustained by ADECA by virtue of any breach of this Agreement by the Subrecipient, and ADECAI maywithhold any payments toi the Subrecipient for the purpose of setoff until such time as the exact amount of damages due ADECA from  the Subrecipient is determined.  2.  HEARING ON APPEAL  (a) The Subrecipient shall have the right to appeal any determination to  terminate this Agreement made by ADECA; however, ift the Subrecipient has failed to submit its appeal, in writing, within ten (10) calendar days from written notice of the termination, and/or has failed to request and receive approval from ADECA for extension of such, then  the Subrecipient shall have no further right of appeal.  (b) A hearing shall be conducted at ADECA's offices in Montgomery,  Alabama, or any other appropriate location at ADECA's discretion, with a written notification oft the time, place, and subject matter provided by ADECA to the Subrecipient.  3. EQUAL EMPLOYMENT OPPORTUNITY  In accordance with 41 CFR 60-1.4(b) and Executive Order 11246 (as amended by Executive Order 11375), for any Federally assisted construction contract as defined by 41 CFR 60-1.3, the Contractor, during the performance of this Agreement, hereby agrees as  follows:  (a) The Contractor will not discriminate against any employee or applicant  for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection fori training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination  clause.  (b) The Contractor will, in all solicitations or advertisements for employees  placed by or on behalf of the Contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. workers with which he has a collective bargaining agreement or other contract or  (c) The Contractor will send to each labor union or representative of  9    Exhibit 1  understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies oft the notice in conspicuous places available to employees and applicants for employment. of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary  (d) The Contractor will comply with all provisions of Executive Order 11246  of Labor.  (e) The Contractor will furnish all information and reports required by  Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.  () In the event of the Contractor's noncompliance with the  nondiscrimination clauses ofthis contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or Federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, orb by rule, regulation, or order  of the Secretary of Labor, or as otherwise provided by law.  (g) The Contractor will include the portion of the sentence immediately  preceding paragraph (a) and the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, sO that such provisions will be binding upon each Subcontractor or Vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a Subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request the United States to enter  into such litigation to protect the interests of the United States.  The Applicant further agrees that it will be bound by the above-stated equal opportunity clause with respect to its own employment practices when it participates in Federally assisted construction work: Provided, that if the Applicant sO participating is a State or local government, the above-stated equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in  work on or under the contract.  The Applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of Contractors and Subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the  10    Exhibitl  Secretary of Labor such information as they may. require for the supervision of such compliance, and that itv will otherwise assist the administering agency in the discharge oft the  agency's primary responsibility for securing compliance.  The Applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a Contractor debarred from, or who has not demonstrated eligibility for, Government contracts and Federally assisted construction contracts pursuant to the Executive order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon Contractors and Subcontractors by the administering agency or the Secretary  ofl Labor pursuant to Part II, Subpart D of the Executive order.  In addition, the Applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance tot the Applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such Applicant; and refer the case to the U. S. Department of. Justice for  appropriate legal proceedings.  4.  DAVIS-BACON ACT and COPELAND ANTI-KICKBACK" ACT  Ini the event this contract or grant award is for an amount which exceeds $2,000 and is a prime construction contract, the Subrecipient or Contractor shall comply with the Davis- Bacon Act, 40 U.S.C. 3141-3148, as supplemented by the U. S. Department of Labor regulations at 29 CFR Part 5, which includes provisions providing for the payment of mechanics and laborers at a rate not less than the prevailing wages specified in a wage determination issued by the United States Secretary ofLabor, and provides for the payment of wages to mechanics and laborers not less than once a week. Additionally, for all prime construction contracts in excess of $2,000, the Subrecipient or Contractor shall comply with the Copeland Anti-kickback" Act, 40 U.S.C. 3145, as supplemented by U. S. Department of Labor regulations (29 CFR Part 3), which prohibits a Contractor or Subrecipient from inducing any person employed in the construction, completion, or repair of a public work from giving up any compensation to which he or she is entitled to receive. In the event ofa suspected or reported violation of either the Davis-Bacon Act or the Copeland "Anti- Kickback" Act, ADECA shall report such violation tot the Federal awarding agency [HUD].  5.  CONTRACT WORK HOURS AND SAFETY STANDARDS ACT  In the event this contract or grant award is for an amount in excess of $100,000 and involves the employment of mechanics and laborers, the Subrecipient or Contractor shall comply with the Contract Work Hours and Safety Standards Act, 40 U.S.C. 3701-3708, specifically 40 U.S.C. 3702 and 3704, as supplemented by U. S. Department of Labor regulations at 29 CFR Part 5. Said Act includes provisions which provide that a Contractor must compute the wages ofr mechanics and laborers on the basis of as standard 40-hour work week. If an employee works in excess of 40 hours during a work week, the employee must  11    Exhibitl  be compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours. Further, neither a laborer nor a mechanic can be  required to work in unsanitary, hazardous or dangerous conditions.  6.  RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR  AGREEMENT  If the Federal award meets the definition of "funding agreement" under 37 CFR 401.2(a) and ADECA or the Subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment of performance of experimental, developmental, or research work under that "funding agreement," ADECA or the Subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative. Agreements," and any implementing  regulations issued by the Federal awarding agency [HUD).  7.  CLEAN AIR ACT and FEDERAL WATER POLLUTION CONTROL ACT In the event this contract or grant award is for an amount in excess of $150,000, the Subrecipient or Contractor shall comply with all applicable standards, orders or regulations issued pursuant tot the Clean Air Act, 42U.S.C. 7401-7671q, and the Federal Water Pollution Control Act, 33 U.S.C. 1251-1387. ADECA shall report any suspected or reported violation to the Federal awarding agency [HUD] and to the Environmental Protection Agency.  8.  ENERGY CONSERVATION  The Subrecipient or Contractor shall comply with all mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C. 6201 et  seq. 9.  DEBARMENT AND SUSPENSION  (a) The Subrecipient is prohibited from using any Contractor,  Subcontractor, or Vendor that has been debarred, suspended, or otherwise excluded from participation in Federal assistance programs (Executive Orders 12549 and 12689).  (b) The Subrecipient shall require participants in lower tier covered  transactions to include the certification on Government-wide Debarment and Suspension Non-Procurement) for it and its principals in any proposal submitted in connection with such lower tier covered transactions (see 2 CFRPart180.300). The Excluded Parties List System is available for access from the System of Award Management website at  tps/WwW.SAM.9OV  (c) The Subrecipient certifies, by entering into this Agreement, that neither  itnor its principals, nor any of its Subcontractors are presently debarred, suspended,  12    Exhibit1  proposed for debarment, declared ineligible, or voluntarily excluded from entering into this Agreement or any contract or subcontract hereto related, by any Federal agency or by ADECA and/or any department, agency, or political subdivision of the State. The term "principal" for purposes of this Agreement means an officer, director, owner, partner, key employee, or other person with primary management or supervisory responsibilities, ora person who has a critical influence on or substantive control over the operations of the  Subrecipient.  (d) The Subrecipient certifies that it has verified the suspension and  debarment status for all Subcontractors receiving funds under this Agreement, and that it shall be solely responsible for any recoupments or penalties that might arise from non- compliance. The Subrecipient shall immediately notify ADECA if any Subcontractor becomes debarred or suspended, and shall, at ADECA's request, take all steps required by ADECA to terminate its contractual relationship with that Subcontractor for work to be  performed under this Agreement.  10. BYRD ANTI-LOBBYING ACT  In the event this contract or grant award is for an amount equal to, or in excess of, $100,000, the Subrecipient or Contractor shall comply with the Byrd Anti-Lobbying Act, 31 U.S.C. 1352, and shall file the required certification. Each tier certifies to the tier above that itwill not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from  tier to tier up to the non-Federal award (ADECA).  11. PROCUREMENT OF RECOVERED MATERIALS  2 CFR2 200.322 provides that a non-Federal entity that is a State agency or agency of a political subdivision of a State and its Contractors must comply with Section 6002 ofthe Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency at 400 CFR247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of completion, where the purchase price of the item exceeds $10,000.00 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000.00; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials  identified ini the Environmental Protection Agency guidelines.  13    Exhibit 1  K. OTHER APPLICABLE FEDERAL AND STATE LAWS  In addition to the above Sections, the Subrecipient agrees that the Subrecipient and its Contractors, Subcontractors, and Vendors shall agree with, and shall adhere to, the  following: 1.  TOBACCO SMOKE  Public Law 103-227, Title X, Part C, also known as the Pro-Children Act of 1994 (20 U.S.C. 6083) prohibits smoking in any portion of any indoor facility owned or leased or contracted for by an entity used routinely or regularly for the provision of health, daycare, education, or library services to children under the age of 18 if the services are funded by Federal programs either directly or through State or local governments by Federal grant,  contract, loan, or loan guarantee.  2.  DRUG-FREE WORKPLACE REQUIREMENTS  Ina accordance with the provisions of Title V, Subtitle D of Public Law 100-690 or Public Law 111-350 (41 U.S.C. 8101 et. seq.), the Drug-Free Workplace Act of 1988," all grantees (to include ADECA, the Subrecipient, Contractors, Subcontractors, and Vendors) must maintain a drug-free workplace and must publish a statement informing employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and establishing the actions that will be taken against employees violating these prohibitions. Failure to comply with these requirements  may be cause for debarment.  3.  TRANSPARENCY ACT  Awards under Federal programs are included under the provisions of Public Law 109- 282, the "Federal Funds Accountability and Transparency Act of 2006" ("FFATA"). Under this statute, the State is required to report information regarding executive compensation and all subgrants, contracts and subcontracts in excess of $25,000 through the Federal Subaward Reporting System ntpsy/www.srs.goV) and in accordance with the terms found in Federal regulations at 2 CFR Part 25 regarding "Universal Identifier and General Contractor Registration,'and: at 2CFR Part 170, including Appendix. A, regarding Reporting Subaward and Executive Compensation Information." Therefore, the Subrecipient, Contractors, Subcontractors, and Vendors who meet this threshold will be required tot furnish this information to the ADECA Community and Economic Development Division which is funding the Subrecipient through this Agreement. Specific reporting processes will be provided by the applicable ADECA Division to the Subrecipient. Active enrollment in the System for Award Management is a condition of payment under Section F herein this  Agreement.  14    Exhibit 1  4. POLITICAL ACTIVITY  The Subrecipient shall comply with the Hatch Act (5 U.S.C. 1501, et seq.) regarding political activity by public employees or those paid with Federal funds. None of the funds, materials, property, or services contributed by the Subrecipient or ADECA under this Agreement shall be used for any partisan political activity or to further the election or defeat  of any candidate in public office.  5. HUMAN TRAFFICKING PROVISIONS  The Federal Award is subject toi the requirements of Section 106(g) of the Trafficking  Victims Protection Act of 2000" (22 U.S.C. 7104).  6.  PURCHASES OF AMERICAN-MADE EQUIPMENT AND PRODUCTS As stated in Section 507 of Public Law 103-333, it is the sense of Congress that, to the extent practicable, all equipment and product purchases with funds from this Agreement  should be American made.  7. MANDATORY DISCLOSURES  Pursuant to 2 CFR 200.113, the Subrecipient must disclose, in a timely manner, in writing to ADECA, all violations of Federal criminal law involving fraud, bribery, or gratuity  violations.  8. NOT TO CONSTITUTE A DEBT OF THE STATE  Iti is agreed that the terms, conditions, and commitments contained herein this Agreement shall not be constituted as a debt of the State of Alabama in violation of Article 11, Section 213 of the Constitution of Alabama, 1901, as amended by Amendment No. 26.  9. CONFLICTING PROVISION  If any provision of this Agreement shall contravene any statute or Constitutional provision or amendment, either now in effect or which may, during the course of this Agreement, be enacted, then that conflicting provision in this Agreement shall be deemed  null and void.  10. IMMUNITY AND DISPUTE RESOLUTION  (a) The parties to this Agreement recognize and acknowledge that ADECA  is an instrumentality of the State of Alabama, and as such, is immune from suit pursuant to Article 1, Section 14, Constitution of Alabama 1901. It is further acknowledged and agreed that none of the provisions and conditions of this Agreement shall be deemed to be or  construed to be a waiver by ADECA of such Constitutional Immunity.  15    Exhibitl  (b) In the event of any dispute between the parties, senior officials of both  parties shall meet and engage in a good faith attempt to resolve the dispute. Should that effort fail, and the dispute involves the payment of money, aj party's sole remedy is the filing  of a claim with the Board of Adjustment of the State of Alabama.  (c) For any and all other disputes arising under thet terms oft this Agreement  which are not resolved by negotiation, the parties agree to utilize appropriate forms of non- binding alternative dispute resolution including, but not limited to, mediation. Such dispute resolution shall occur in Montgomery, Alabama, utilizing where appropriate, mediators selected from the roster of mediators maintained by the Center for Dispute Resolution oft the  Alabama State Bar.  11. DISCLAIMER  (a) ADECA specifically denies liability for any claim arising out of any act  or omission by any person or agency receiving funds from ADECA whether by this  Agreement, a contract, a grant, a loan, or by any other means.  (b) No Subrecipient, Contractor, or agency performing services under this  Agreement, a contract, a grant, a loan, or any otherunderstanding. oral or written, other than an actual employee of ADECA, shall be considered an agent or employee of the State of Alabama or ADECA or any Division thereof. The State of Alabama, ADECA, and their agents and employees assume no liabilityt to any Subrecipient, Contractor, or agency, orany third party, for any damages to property, both real and personal, or personal injuries, including death, arising out of or in any way connected with the acts or omissions of any  Subrecipient, Contractor, or agency, or any other person.  12. ACCESS TO RECORDS  The. ADECA Director, the Comptroller General oft the United States (if Federal funds), the Chief Examiner of Public Accounts, or any oft their duly authorized representatives, shall have the right of access to any pertinent books, documents, papers, and records of the Subrecipient for the purpose of making audits, financial reviews, examinations, excerpts, and transcripts. This right also includes timely and reasonable access to the Subrecipient's personnel for the purpose ofi interview and discussion related to this Agreement. This right of access is not limited to the required record retention period but shall last as long as the  applicable records are retained. 13. ASSIGNABILITY  The Subrecipient shall not assign any interesti in this Agreement and shall not transfer any interest in the same (whether by assignment or novation) without the prior written consent of ADECA thereto. Provided, however, that claims for money due, or to become due to the Subrecipient from ADECA under this Agreement may be assigned to a bank, a  16    Exhibit 1  trust company, or other financial institution through a valid court order and without such approval. Notice of such assignment or transfer shall be furnished promptly to ADECA.  14. CONTINGENCY CLAUSE  (a) It is expressly understood and mutually agreed that any ADECA  commitment of funds herein shall be contingent upon receipt and availability by ADECA of funds under the CDBG-CV Program for which this Agreement is made. If this Agreement involves Federal funds, the amount oft this Agreement will be adjusted by the amount ofa any  Federal recessions and/or deferrals.  (b) Payments made by ADECA under the terms of this Agreement shall not  constitute final approval of documents submitted by the Subrecipient or of procedures used  in formulating requests for payment to the Subrecipient.  15. CONFLICT OF INTEREST  (a) A conflict of interest, real or apparent, will arise when any of the  following has a financial or other interest in the firm or organization selected for award: () the individual, (i) any member of the individual's immediate family, (ii) the individual's partner, or (iv) an organization which employs or is about to employ any of the above. under the Subrecipient's employ or control who presently performs functions, duties, or responsibilities in connection with ADECA of grant-funded projects or programs has any personal and/or financial interest, direct or indirect, in this Agreement, nor will the  (b) The Subrecipient certifies by signing this Agreement that no person  Subrecipient hire any person having such conflicting interest.  (c) The Subrecipient certifies that it will maintain a written code of  standards governing the performance of persons engaged in the award and administration  of contracts and subgrants.  16. INDIRECT COST  Ina accordance with 2 CFR200.332(a).4) and 2 CFR2 200.414, subrecipients of  federal awards may charge indirect costs to the award unless statutorily prohibited by the federal program and in accordance with any applicable administrative caps on federal funding. ADECA will accept a federally negotiated indirect cost rate. Ifno approved rate exists, ADECA will collaborate with the subrecipient to determine an appropriate rate. This rate will be either a negotiated rate, which can be based on a prior negotiated rate between ad different pass-through entity and the same subrecipient, or the 10% de minimis rate of the modified total direct cost (MTDC) as defined in 2 CFR 200.68. If basing the rate on a previously negotiated rate, ADECA is not required to collect information justifying this rate butr may elect to do SO. Subrecipients are allowed to allocate and charge direct costs through cost allocation. However, in accordance with 2 CFR 200.403, costs must be consistently charged as either indirect or direct costs but not charged as both or inconsistently charged to the federal award. Once chosen, the method must be used consistently for all federal  17    Exhibit 1  awards until such time as a negotiated rate is approved by the subrecipients' federal  cognizant agency.  17. AUDIT REQUIREMENTS  (a) All Subrecipients of Federal funds must follow the Audit requirements  identified in the Office of Management and Budget Uniform Administrative Requirements, 2 CFR Part 200, Subpart F - Audit Requirements. Additionally, if any Subrecipient receives more than $500,000, collectively, in State General Fund appropriations in their fiscal year, from ADECA, they must have an audit in accordance with Govemnment Auditing Standards (the Yellow Book) and Generally Accepted Auditing Standards established by the AICPA. ADECA cannot utilize its auditors regarding limited scope audits of various ADECA funds. Audits of this nature shall be planned and carried out in such a way as to avoid duplication or not to exceed the audit coverage limits as stated in the said Uniform Administrative  (b) Nothing contained in this Agreement shall be construed to mean that  Requirements.  (c) Copies of all required audits must be submitted to:  Alabama Department of Economic and Community Affairs (ADECA)  ATTENTION: Audit Section P.O. Box 5690 Montgomery, Alabama 36103-5690 or Emailed to: Audrpanecaaabamagor  And an additional copy to:  Alabama Department of Examiners of Public Accounts ATTENTION: Audit Report Repository Montgomery, Alabama 36130-2251.  P.O. Box 302251  (d) All entities that have a single audit must submit the reporting package  and data collection form to the Federal Audit Clearinghouse in accordance with 2 CFR Part  200, Subpart F $200.512.  18. AUDIT EXCEPTIONS/UNRESOLVED QUESTIONED COSTSI  OUTSTANDING DEBTS  The Subrecipient certifies by signing this Agreement that it does not have any unresolved audit exceptions, unresolved questioned costs, or finding of fiscal inadequacy as a result of project monitoring. It further certifies that no money is owed to any Division of ADECA or to the Federal government under any program where it has not arranged a  repayment plan.  18    Exhibit 1  19. SUSPENSION OF PAYMENTS  (a) Payments under this Agreement may be suspended in the event that  there is an outstanding audit exception under any program administered by any Division of ADECA, or in the event there is an amount owing to any Division of ADECA, or an amount owing to the Federal government under any program administered by any Division of  ADECA that is not received in a reasonable and timely manner.  (b) Should the Subrecipient incur an unresolved audit exception or have  unresolved questioned costs or finding of fiscal inadequacy as a result of any project monitoring by any Division of ADECA, then ADECA shall not enteri into any other agreement, contract, grant, loan, etc., with the Subrecipient until the audit exception or questioned cost  or finding of fiscal inadequacy has been resolved.  (c) ADECA shall not enter into another agreement, contract, grant, loan,  etc., with any individual, agency, company, or government under any program administered  by any Division of ADECA that has not arranged a repayment schedule.  20. DISCLOSURE STATEMENT  Unless otherwise exempt under $41-16-82, Code of Alabama 1975, a disclosure statement must be submitted to ADECA for any and all proposals, bids, contracts, or grant  proposals in excess of $5,000.00.  21. COMPLIANCE WITH OTHER APPLICABLE FEDERAL, STATE, AND  LOCAL LAWS  (a) In addition to the provisions provided herein, the Subrecipient shall be  responsible for complying with any and all other applicable laws, ordinances, codes and regulations of the Federal, State, and local governments, including, but not limited to, the Alabama Competitive Bid Law (S41-16-1 et seq, Code of Alabama 1975), the Alabama Public Works Law ($39-1-1 et seq, Code of Alabama 1975), any State permitting requirements, the Alabama Open Meetings Act ($36-25a-1 et seq, Code of Alabama 1975), and the Beason-Hammon Alabama Taxpayer and Citizen Protection Act ($31-13-1, et seq,  Code of Alabama 1975).  (b) Forall contracts governed by the Alabama Public Works Law (S 39-1-1  et seq, Code of Alabama 1975) or the Alabama Competitive Bid Law (S 41-16-1 et seq, Code of Alabama 1975), the following shall apply: In compliance with Alabama Act 2016- 312, the Contractor hereby certifies that it is not currently engaged in, and will not engage in, the boycott of a person or an entity based in or doing business with a jurisdiction with  which this State can enjoy open trade.  19    Exhibitl  (c) Bysigning this Agreement, the parties affirm that for the duration of this  Agreement they will not violate Federal immigration law or knowingly employ, hire for employment, or continue to employ an unauthorized alien within the State of Alabama. Furthermore, a contracting party found to be in violation of this provision shall be deemed in breach of this Agreement and shall be responsible for all damages resulting therefrom. Assistance allocated under the CDBG-CV Program in order that the Subrecipient can provide certain work activities and administrative services described in the Subrecipient's  (d) Itis the purpose of ADECA to provide to the Subrecipient this Federal  ADECA-approved Application and herein this Agreement.  (e) It shall be the responsibility of the Subrecipient to carry out the  performance of the said work activities and administrative services and the terms of this Agreement in a satisfactory and proper manner in accordance with all Federal, State, and  local laws.  (f) Its shall be the responsibility of the Subrecipient to see that all contracts  ors subcontracts for the said work activities and administrative services and the terms of this Agreement are executed and performed in accordance with all applicable Federal, State and  local laws.  (g) ADECA shall not be liable for the failure on the part of the Subrecipient  and/or any Contractor, Subcontractor, or Vendor, to perform the said work activities and administrative services and the terms of this Agreement in accordance with all applicable  laws and regulations.  (h) This Agreement is subject to the regulations of the U. S. Department of  Housing and Urban Development, 24 CFR Part 570, Subpart 1, as published for effect and  as may be amended from time to time.  (i) Incorporated herein as part of this Agreement are the Assurances,  Certifications, and CDBG-CV Requirements signed by the State and/or ADECA as part of the State's Action Plan developed for the CDBG-CV Program (the State's Federal grant application) and the Federal ApprovalAgreement (the State's Federal grant award) that are submitted to and approved by HUD for the State's CDBG-CV Funds awarded to the State, which Assurances, Certifications, and CDBG-CV Requirements include, but may not be  limited to, the following:  (1) Public Law 88-352, Title VI of the Civil Rights Act of 1964, and (2) Public Law 90-284, Title VIII of the Civil Rights Act of 1968, as  HUD Regulations to further the Act which are contained in 24 CFR Part!.  amended by the Housing and Community Development Act of 1974, as amended. The Fair Housing Law protects people from discrimination when they are renting, buying, or securing financing for any housing. The prohibitions specifically cover discrimination on the basis of  20    Exhibit1  race, color, national origin, religion, sex, disability, and familial status including the presence  of children.  (3) Executive Order 11063, as amended by Executive Order 12259,  to provide for Equal Opportunity in Housing, and HUD Regulations contained in 24 CFR Part  107.  (4) Section 109 of the Housing and Community Development Act of  1974, as amended, to incorporate provisions of the Age Discrimination Act of 1975 and  Section 504 of the Rehabilitation Act of 1973.  (5) Section 104() oft the Housing and Community Development Act  of1 1974, as amended, which requires compliance with the policies of the National Environmental Policy Act of 1969 (NEPA) and with other provisions of law which further the purposes of NEPA. Such other provisions of law which further the purposes of NEPA are specified in regulations issued pursuant to Section 104(f) of the Housing and Community Development Act of 1974, as amended, and are contained in 24 CFR Part 58. ADECA and the Subrecipient are obligated to assume responsibility for environmental review, decision making, and action as specified and required in regulations issued by the Secretary of the U.S. Department of Housing and Urban Development pursuant to Section 104(f) of the  Housing and Community Development Act of 1974, as amended.  (6) Titles II and III of the Uniform Relocation Assistance and Real  Property Acquisition Policies Acto of 1970 (PublicLaw! 91-646), as amended (PublicLaw 100- 17), which provides for fair and equitable treatment of persons displaced or whose property is acquired as a result of Federal and Federally assisted programs. These requirements apply to all interests in real property acquired for project purposes regardless of Federal  participation in such purchases.  (7) Section 3 of the Housing and Urban Development Act of 1968,  as amended in 1969, as amended by Section 118 of Title 1 of the Housing and Community Development Act of 1974, as amended. Section 3 provides that, to the greatest extent feasible, training and employment opportunities shall be made available to lower-income residents of project areas, and that contracts are awarded to small businesses located within the project area or owned in substantial part by project area residents. Compliance procedures have been established by ADECA through the Subrecipient's Equal Opportunity  Requirements Certification Review.  (8) Section 401(b) of the Lead Based Paint Poisoning Prevention (9) Section 504 of the Rehabilitation Act of 1973, as amended,  Act (42 U.S.C. 4831).  which provides that no otherwise qualified individual shall, solely by reason of his or her handicap/disability, be excluded from participation in (including employment), be denied the program benefits of, or be subjected to, discrimination under any program or activity  receiving Federal funds.  21    Ehibitl  (10) This Agreement is subject to ADECA and the Subrecipient  agreeing to comply with the requirements of the CARES Act (PublicLaw 116-136) that apply to CDBG-CV grants wherein the CDBG-CV grant funds must be used to prevent, prepare  for, and respond to coronavirus and other infectious diseases.  (11) Section 312 of the Robert T. Stafford Disaster Relief and  Emergency Assistance Act (42 U.S.C. 5155), as amended by Section 1210 of the Disaster Recovery Reform Act of 2018 (division D of Public Law 115-254), which provides that procedures shall be established and maintained to prevent any duplication of benefits. Management and Budget (OMB) concerning the Dun and Bradstreet Data Universal Numbering System (DUNS), and the System of Award Management (at  (12) The requirements established by the Federal Office of  tpsy/wV.SAMgow,  (13) This Agreement is subject to ADECA and the Subrecipient  ensuring that no CDBG-CVf funds will be used to support any Federal, State, orl local projects that seek to use the power of eminent domain, unless eminent domain is employed only for a public use. For the purposes of this requirement, public use shall not be construed to include economic development that primarily benefits private entities. Any use of CDBG- CV funds for mass transit, railroad, airport, seaport, or highway projects, as well as utility projects which benefit or serve the general public (including energy-related, communication- related, water-related, and wastewater-related infrastructure), other structures designated for use by the general public or which have other common-carrier or public utility functions that serve the general public and are subject to regulation and oversight by the government, and projects for the removal of an immediate threat to public health and safety or brownfield as defined in the Small Business Liability Relief and Brownfields Revitalization Act (Public Law 107-118) shall be considered a public use for purposes of eminent domain.  (14) This Agreement is subject to ADECA and the Subrecipient,  either or both of which directly ori indirectly receives CDBG-CV1 funds, ensuring that they do not sell, trade, or otherwise transfer all or any such portion of such funds to another such entity in exchange for any other funds, credits, or non-Federal considerations, but must use such funds for activities eligible under Title lof the CARES Act (Public Law 116-136). for costs incurred by the Subrecipient no earlier than January 21, 2020, provided that those costs are allowable and consistent with the CARES Act's purpose to prevent, prepare for,  (15) The Subrecipient may use CDBG-CV funds as reimbursement  and respond to coronavirus and other infectious diseases.  (16). Notwithstanding any other provision of this Agreement, no funds  provided under this Agreement may be obligated or expended for the planning or construction of water or sewer facilities until receipt of written notification from HUD of the release of funds on completion of the review procedures required under Executive Order 12372, ntergovernmental Review of Federal Programs, and HUD's implementing  22    Exhibit 1  regulations at 24 CFR Part 52. ADECA and the Subrecipient shall also complete the review procedures required under Executive Order 12372 and 24 CFR Part 52 and receive written notification from HUD of the release of funds before obligating or expending any funds provided under this Agreement for any new or revised activity fori the planning or construction of water or sewer facilities not previously reviewed under Executive Order 12372 and  implementing regulations.  (17) Pursuant to Section 105(a)(17) of the Housing and Community  Development Actof 1974, as amended, and the Community Development Fund heading in the 2020 HUD Appropriations Act (Public Law 116-94), ADECA and the Subrecipient may not provide CDBG-CV funds to a for-profit entity unless such activity or project has been evaluated and selected in accordance with 24 CFR Part 570 at Appendix A, Guidelines and  Objectives for Evaluating Project Costs and Financial Requirements.  L. SUBROGATION  Ina addition to the above Sections, the Subrecipient agrees that the Subrecipient and its Contractors, Subcontractors, and Vendors shall agree with, and shall adhere to, the  following:  ADECA maintains its right of subrogation against the Subrecipient and its Contractors, Subcontractors, and Vendors for any financial loss and/or duplication of benefits incurred as a result of implementing this Agreement. In the event of an action or inaction on the part of the Subrecipient and/or its Contractors, Subcontractors, and Vendors that results in ai financial loss to ADECA ofsome or all of the CDBG-CVgrant funds awarded tot the Subrecipient under this Agreement, or in the event of an action or inaction on the part of the Subrecipient and/or its Contractors, Subcontractors, and Vendors that results in a duplication of benefits for or on behalf of any or all beneficiaries receiving services pursuant to this Agreement, the Subrecipient agrees to provide, and shall provide, to ADECA reimbursement of grant funds in the amount of the financial loss suffered or in the amount oft the duplication of benefits incurred. Ifthe Subrecipient fails toi fully reimburse said amount of grant funds to ADECA within such time period as determined by ADECA, then ADECA may take legal action ori impose other remedies against the Subrecipient in efforts to recover  the amount of the financial loss or duplication of benefits incurred.  "REST OF PAGE INTENTIONALLY LEFT BLANK"  23    Exhibit 1  IN WITNESS WHEREOF, ADECA and the Subrecipient have executed this  Agreement as evidenced by their signatures below:  ADECA  SUBRECIPIENT Dale County Commission  Alabama Department of Economic and Community Affairs fuRS  se ZAfn  W. Boswell, Direstop (Date) ATTEST: (Name) (Title) (Date)  Chairman 07B2/ (Date) ATTEST:  6/28/z)  Jaohebens  Bàmipistratlur Supparb Aesistenti  (Title) 07-B-2/ (Date)  E  28one2021  This contract/grant has been reviewed for content, legal form, and complies with all applicable laws, rules and regulations of the State of Alabama governing these matters.  hhMA W. Toole  Kem Gadlwn for  Malylok  Ashley  General Counsel for ADECA  24    Exhibit2  fl'ock safety FLOCK GROUP INC. SERVICES AGREEMENT ORDER FORM  This Order Form together with the Terms (as defined herein) describe the relationship between Flock Group Inc. ("Flock") and the customer identified below ("Customer") (each ofFlock and Customer, a' "Party"). This order form ("Order Form") hereby incorporates and includes the GOVERNMENT AGENCY CUSTOMER. AGREEMENT": attached (the "Terms") which describe and set forth the general legal terms governing the relationship (collectively, the "Agreement" ). The Terms contain, among other things,  warranty disclaimers, liability limitations and use limitations.  The Agreement will become effective when this Order Form is executed by both Parties (the "Effective Date").  Dablut Cinbius  Customer: Dale County Sheriffs Office  Contact Name: Mason Bynum  113 West Reynolds Street Ozark, AL 36360  Address:  Phone: E-Mail: Billing Contact: (ifdifferent than above)  334-774-2335 mbynum@daleso.com  Expected Payment Method:  Initial Term: 24 Renewal Term: 24 Months  Billing Term: Annual payment due Net 30 per terms and  conditions Price  Name  QTY  Subtotal  (Includes one-time fees) Flock Falcon Camera implementation Fee (Public)  $2,500.00 $250.00  2 2  $5,000.00 $500.00  Year 1 Total $5,500.00  Flock Group Inc. Today's Date- Jun 25,2021  Order Form Dale County Sheriff's Office O064VOOIrLUPVAAG  This proposal expires in 30 days.    Exhibit 2  fi'ock safety  Recurring Total:  $5,000.00  Special terms: None  By executing this Order Form, Customer represents and warrants thati it has read and agrees all of the terms and conditions contained in the Terms attached. Thel Parties have executed this Agreement as oft the dates set forth below.  Flock Group Inc dl-avese By: Name: Alex Latraverse Title:- VPofGrowth Date: 06/25/2021  Customer: Sfe By: Name: Title:- S Date: 07-1-2/  h  Flock Group Inc. Today's Date- Jun 25,2021  Order Form Dale County Sheriff's Office 0064VO0ILUPMAAG  This proposal expires in 30 days.    Exhibit 2  fyock safety  EXHIBITA Statement ofy Work  Installation of Flock Camera on existing. pole or Flock-suppliedi polei ifrequired  Flock Group Inc. Today's Date- Jun 25,2021  Order Form Dale County Sheriff's Office O06yO00ILUTVAAG  This proposal expires in 30 days.    Exhibit 2  fy'ock safety  GOVERNMENT AGENCY CUSTOMER AGREEMENT  This Government Agency Agreement (this' "Agreement")i is enteredi into by and between Flock Group, Inc. with aj place of business at 11701 Howell Milll Rd NW Suite 210, Atlanta, GA 30318(Flock)and thej police department or government: agency identified in the signature block below CAgemey)leacha-Pary," and together,  the "Parties").  RECITALS  WHEREAS, Flock offers a software: and hardware solution for automatic license plate detection through Flock'stechnology: platform (the "Flock Service"), and upon detection, the Flock Service creates images and recordings of suspect vehicles ("Footage"): and can provide notifications to Agency upon the instructions ofl Non- WHEREAS, Agency desires toj purchase, use and/or have installed access to the Flock Service in order to create, view, search and archive Footage and receive Notifications, including those from non-Agency users oft the Flock System (where therei is ani investigative purpose) such as schools, neighborhood homeowners associations, WHEREAS, because Footage is stored for no longer than (thirty): 30 days in compliance with Flock's records retention policy, Agency is responsible for extracting, downloading and archiving Footage from the Flock System on its own storage devices for auditing for proscauoralndminstative purposes; and WHEREAS, Flock desires to provide Agency the Flock Service and any access thereto, subject tot the terms and conditions oft this Agreement, solely for the purpose of crime awareness and prevention by police  Agency End User ("Notifications");  businesses, andi individual users;  departments and archiving for evidence gathering ("Purpose").  AGREEMENT  NOW, THEREFORE, Flock and Agency agree as follows and further agree to incorporate the Recitals  into this Agreement.  1.DEFINITIONS  Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in 1.1 "Authorized. End User" shall mean any individual employees, agents, or contractors of Agency accessing or using the Flock Services through the Web] Interface, under the rights granted to Agency pursuant to this 1.2." "Agency Data" will mean the data, media and content provided by Agency through the Flock Services. For the avoidance ofo doubt, the Agency Data willi include the Footage and geolocation information and environmental data 1.3 "Documentation" will mean text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation oft the Flock Services which are provided by Flock to Agency in 1.4* "Embedded. Sofhware" will mean the software and/or firmware embedded or preinstalled on the Hardware. 1.5"Flock IP" will mean the Flock Services, the Documentation, the Hardware, the Embedded Software, the Installation Services, and any and all intellectual property therein or otherwise provided to Agency and/or its  this Section I.  Agreement.  collected by sensors built into the Units. accordance with the terms of this Agreement.  Authorized End Users in connection with the foregoing.    Exhibit2  fi'ock safety  1.6"Footage". means still images and/or video captured by the Hardwarei in the course ofa and provided via thel Flock 1.7"Hardware" shall mean the Flock cameras and any other physical elements thati interact with the Embedded Software and the Web Interface to provide the Flock Services. The term "Hardware" excludes the Embedded 1.8 "Implementation Fee(s)"means the monetary fees associated with the Installation Services, as defined in 1.9 "Installation Services" means the services provided by Flock regarding the installation, placements and 1.10"Flock. Services or Services" means they provision, via the Web Interface, ofFlock's software application for 1.11 "Non-Agency End User"means al Flock's non-Agency customer thatl has elected to give Agency access toi its 1.12 "Non-Agency. End User Data"means the Footage, geolocation data, environmental data and/or notifications of  Services. Software. Section 1.91 below.  configuration oft thel Hardware, pursuant tot the Statement of Work attached hereto. automatic license plate detection, searching image records, and sharing Footage.  datai in the Flock system. aNon-Agency End User.  1.13"Unit(s)" shall mean the Hardware together with the Embedded Software.  1.14"Usage Fee" means the subscription fees to be paid by the Agency for ongoing access tol Flock Services and 1.15 "Support. Services" shall mean On-site Services and Monitoring Services, as defined in Section 2.91 below. 1.16"Web. Interface" means the website(s) or application(s) through which Agency and its Authorized End Users  Hardware.  can access the Flock Services in: accordance with the terms oft this Agreement.  2. FLOCK SERVICES. AND SUPPORT  2.1 Provision of Access. Subject to the terms oft this Agreement, Flock hereby grants to Agency a non-exclusive, non-transferable: right to access the features and functions oft the Flock Services via the Webl Interface during the Service Term (as defined in Section 6.1)and No-Fee Term, solely fort the Authorized End Users. The Footage will be available for Agency's designated administrator, listed on the Order Form, and any Authorized End Users to access via the Web Interface for thirty (30) days. Authorized End Users willl be required to sign up for an account, and select aj password and username ("User ID"). Flock will also provide Agency the Documentation tol be usedi in accessing and using thel Flock Services. Agency shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, ifundertaken by Agency, would constitute a breach oft this Agreement, shall be deemed al breach oft this Agreement by Agency. Agency shall undertake reasonable efforts to make all Authorized. End Users aware of the provisions oft this Agreement as applicable to such Authorized. End User's use oft the Flock Services 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 thel Flock Services, Interface which the Flock Services makes available to Agency and Authorized: End Users WARRANTIES PROVIDED BY SUCH THIRD PARTIES, ARE THE. AGENCY'S SOLE ANDI EXCLUSIVE REMEDY AND FLOCK'S SOLE AND EXCLUSIVE LIABILITY WITH REGARD TO: SUCH THIRD-PARTY SERVICES, INCLUDING WITHOUT: LIMITATION HOSTING THE WEB INTERFACE. To the extent] practicable, Agency. agrees to comply with any acceptable use policies and other terms ofa any third-party service provider that are  including without limitation usinga a third party to host the Web  provided or otherwise made available to Agency from time to time.    Exhibit2  fy'ock safety  2.2 Embedded. Software License. Subject to all terms oft this Agreement, Flock grants Agency al limited, non- exclusive, non-transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as installed on the Hardware by Flock; in each case, solely as necessary for Agency to use the 2.31 Documentation License. Subject to thet terms oft this Agreement, Flock hereby grants to Agency a non- exclusive, non-transferable right and license to use the Documentation duringt the Service Term in connection with 2.41 Usage Restrictions." The purpose for usage oft thel Hardware, Documentation, Services, support, and the Flock IP iss solely to facilitate gathering evidence that could be used in al lawful criminal investigation by the appropriate government agency and not for tracking activities that the system is not designed to capture ("Permitted. Purpose"). Agency will not, and will not permit any Authorized Endl Users to, (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 ofany oft thel Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP, or attempt to do any ofthe foregoing, and Agency acknowledges that nothing ini this Agreement willl be construed to grant Agency any right to obtain or use such source code; (ii) modify, alter, tamper with or repair any oft the Flock IP, or create any derivative product from any oft the foregoing, or attempt to do any of the foregoing, except with thep prior written consent of] Flock; (iv)i interfere or attempt toi interfere in any manner with the functionality or proper working of any oft thel Flock IP; (v) remove, obscure, or alter any notice ofany intellectual property or proprietary right: appearing on or contained within any of thel Flock Services or Flock IP; (vi) use the Services, support, Hardware, Documentation or the Flock IP for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, orp pledge as security or otherwise encumber, Agency'srights under Sections 2.1,2.2, or 2.3. 2.51 Retained Rights; Ownership. As between the Parties, subject to ther rights granted in this Agreement, Flock andi its licensors retain all right, title andi interest in: and to thel Flock IP andi its components, and Agency acknowledges thati it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement.. Agency further acknowledges that Flock retains the right to use the foregoing for any purpose in 2.6 Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily suspend Agency's and any Authorized End User's access to any portion or all oft thel Flock IPi if(i)Flock reasonably determines that (a) there is a threat or attack on any oft thel Flock) IP; (b) Agency's or any Authorized End User's use oft the Flock Service disrupts or poses a security risk to the Flock Service or any other customer or vendor ofFlock; (c) Agency or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Flock's provision ofthe Flock Services to Agency or any Authorized End User is prohibited by applicable law; (e) any vendor ofl Flock has suspended or terminated Flock's access to or use of any third party services or products required to enable Agency to access the Flock IP; or (f) Agency has violated any term oft this provision, including, but not limited to, utilizing the Flock Services for anything other than the Permitted Purpose (each such suspension, in accordance with this Section 2.6, a "Service. Suspension"). Flock will make commercially reasonable efforts, circumstances permitting, toj provide written notice of any Service Suspension to Agency (including notices sent to Flock's registered email address) and to provide updates regarding resumption of access to the Flock IP following any Service Suspension. Flock willi use commercially reasonable efforts to resume providing access to the Flock Service as soon as reasonably possible aftert the event giving rise to the Service Suspension is cured. Flock willl have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Agency or any Authorized End User mayi incur as a result ofa Service Suspension. To the extent that the Service: Suspension is not caused by Agency's direct actions or by the actions of parties associated with the Agency, the expiration of the Term willl be tolled by the duration ofa any suspension (for any continuous suspension lasting at  Flock Services.  its use oft thel Flock Services as contemplated herein, and under Section 2.4, below..  Flock's sole discretion. There are noi implied rights.  least one full day). 2.71 Installation Services.  2.7.1 Designated Locations. Prior to performing the physical installation of the Units, Flock shall advise Agency on the location andj positioning oft the Units for optimal license plate image capture, as conditions and location    Exhibit2  fl'ock safety  allow. Flock and Agency must mutually agree on the location (mounting site or pole), position and angle oft the Units (each Unit location so designated by Agency, a "Designated Location"). Flock shall have no liability to Agency resulting from any poor performance, functionality or Footage resulting from or otherwise relating tot the Designated Locations or delay ini installation due to Agency's delay in identifying the choices for thel Designated Locations, in ordering and/or) having the Designated! Location: ready for installation including! having all electrical work preinstalled and permits ready. Designated. Locations that are suggested by Flock and accepted by Agency without alteration will be known as Flock Designated Locations. After a deployment plan with Designated Locations and equipment has been agreed upon! by bothl Flock andt the Agency,any: subsequent changes tot the deployment; plan ("Reinstalls") driven by Agency's request will incur a charge for Flock's then-current list price for Reinstalls, as listed in the then-current Reinstall Policy (available atl pewefloctstey.uneimal-e-seicle, and any equipment charges. These changes include but are not limited to camera re-positioning, adjusting of camera mounting, re-angling, removing foliage, camera replacement, changes to heights of poles, regardless of whether the need for Reinstalls related to 2.7.2. Agency's Installation Obligations. Agency agrees to allow Flock and its agents reasonable access in and near thel Designated Locations at all reasonable times upon reasonable notice for the purpose of performing the installation work, The" "Agency. Installation Obligations" include, to the extent required by the deployment plan, but are not limited to electrical work toj provide a reliable source of 120V AC power that follow Flock guidelines and comply with local regulations if adequate solar exposure is not available. Agency is solely responsible for () any permits or associated costs, and managing the permitting process; (i) any federal, state or local taxes including property, license, privilege, sales, use, excise, gross receipts or other similar taxes whichi may now orl hereafter become applicable to, measured by or imposed upon or with respect to the installation of the Hardware, its use, or (iii); any other supplementary cost for services performed in connection with installation of the Hardware, including but not limited to contractor licensing, engineered drawings, rental ofs specialized equipment or vehicles, third-party personnel (i.e. Traffic Control Officers, Electricians, etc.), such costs tol be: approved by the Agency. Flock will provide options tos supply power at each Designated: Location. IfA Agency refuses alternative power: supply options, Agency agrees and understands that Agency willi not be subject to: any reimbursement, tolling, or credit for any suspension period lofFlock Services duet to low solar. Flock willr make all reasonable efforts within their control to minimize suspension of Flock Services. Any fees payable tol Flock exclude the foregoing. Without being obligated or taking any responsibility for thef foregoing, Flockn may paya andi invoicer related costst to AgencyifAgency. did not address themj prior to the execution ofthis Agreement or at third party requires Flock toj pay. Agency represents and warrants that itl has all necessary right title and authority and hereby authorizes Flock to install the Hardware at the Designated Locations and to make any 2.7.3. Flock's Installation Obligations. The Hardware shall be installed in a workmanlike manner in accordance with Flock'ss standard installation procedures, and the installation willl be completed within a reasonable time from the time that the Designated Locations are selected by Agency. Following the initial installation of the Hardware and any subsequent Reinstalls or maintenance operations, Flock's obligation to perform installation work shall cease; however, Flock will continue to monitor the performance oft the Units for the length oft the Term and will receive access to the Footage for a period of three (3) business days after the initial installation in order to monitor performance and provide any necessary maintenance solely as a measure of quality control. Agency can opt out of Flock's access tol Footage after the initial installation which would waive Flock's responsibility to ensure sucha action was: successful. Agency understands and agrees that thel Flock Services will not function without the Hardware. Labor 2.7.4: Security. Interest. The Hardware shall remain thej personal property of Flock and willl be removed upon the termination or expiration of this Agreement. Agency agrees toj perform all acts which may be necessary to assure the retention of title of the Hardware by Flock. Should Agency default in any payment for the Flock Services or any part thereof or offer to sell or auction the Hardware, then Agency authorizes and empowers Flock to remove the Hardware or any part thereof. Such removal, ifmade by Flock, shall not be deemed a waiver ofFlock's rights to any damages Flock may sustain as a result of Agency's default and Flock shall have the right to enforce any other legal 2.8 Hazardous Conditions. Unless otherwise statedi ini the Agreement, Flock's price fori its services under this Agreement does not contemplate work in any areas that contain hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any suchl hazardous materials are discovered int the designated locations in which Flocki is toj perform services under this Agreement, Flock shall  vandalism, weather, theft, lack of criminal activity in view, and the like.  necessary inspections or tests in connection with such installation.  may bej provided by Flock or a third party.  remedy or right.    Exhibit2  fy'ock safety  have the right to cease work immediately ini the area affected until such materials are removed or rendered harmless. Any additional expenses incurred by Flock as ai result of the discovery or presence ofl hazardous material or hazardous conditions shall be the responsibility of Agency and shall bej paid promptly upon billing. 2.9: Support Services. Subject to the payment of fees, Flock shall monitor the performance and functionality of Flock Services andi may, from time to time, advise Agency on changes to the Flock Services, Installation Services, or the Designated Locations which mayi improve the performance or functionality of the Services or may improve the quality oft the Footage. The work, its timing, and the fees payable relating to such work shalll be agreed by the Parties prior to any alterations to or changes oft the Services or the Designated Locations ("Monitoring Services"). Subject tot the terms hereof, Flock willj provide Agency with reasonable technical and on-site support and maintenance services ("On-Site. Services")i in-person or by email at! hello@locksately.com. Flock will use commercially reasonable efforts to respond to requests for support. If Agency chooses tos self-install Hardware or install Hardware on a mobile location, Flock shall make reasonable commercial efforts toj provide On-Site Services, ifpermissible. Agency shall not be entitled to reimbursement, tolling, or credit for any lapse in Services associated with the Unit malfunction duet to installation on mobile locations (i.e. trailers). Agency shall be subject tol Reinstall Fees for re-positioning Units on mobile locations, or subsequent installation on Flock or other stationary poles. 2.10 Special Terms. From time to time, Flock may offer certain "Special Terms" related to guarantees, service and. support which are indicated in the proposal and on the order form and will become part of this Agreement. To the extent that any terms of this agreement are inconsistent or conflict with the Special Terms, the Special Terms shall 2.11 Changes to Platform. Flock Safety may, in its sole discretion, make any changes to any system or platform thati it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Flock Safety's products or services to its customers, (b) the competitive strength of, or market for, Flock Safety's products or services, (c). such  control.  platform or system's cost efficiency or performance, or (ii) to comply with applicable law.  3. AGENCY: RESTRICTIONS AND RESFONSIBILITIES  3.1 Agency Obligations. Upon creation ofal User ID, Agency agrees to provide Flock with accurate, complete, and updated registration information. Agency may not select asi its Userl ID: a name that Agency does notl have ther right to use, or another person's name with the intent toi impersonate that person. Agency may not transfer its account to anyone else without prior written permission ofl Flock. Agency will not share its account or password with anyone, and must protect the security ofi its account and password. Agency is responsible for any activity associated withi its account. Agency shalll be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services. Agency will, ati its own expense, provide assistance tol Flock, including, buti not limited to, by means of access to, and use of, Agency facilities, as well as by means of assistance from Agency personnel, tot thel limited extent any oft the foregoing may be reasonably necessary to enable Flock to perform its obligations hereunder, including, without limitation, any obligations with respect to Support Services or 3.2 Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency will use the Services only in compliance with this Agreement and all applicable laws andi regulations, including but not limited to any laws relating to the recording or sharing of video, photo, or audio content and retention thereof. To the extent allowed byt the governing law oft the state mentioned in Section 10.6, ori ifnos state is mentioned in Section 10.6,1 by the law oft the State ofGeorgia, Agency hereby agrees toi indemnify andl hold harmless Flock against any damages, losses, liabilities, settlements and expenses, including without limitation costs and attorneys' fees, in connection with any claim or action that arises from an alleged violation oft the foregoing, Agency's Installation Obligations, or otherwise from Agency'st use oft the Services, Hardware and any Embedded Software, including any claim that such actions violate any applicable law ort third party right. Although Flock has no obligation to monitor Agency's use oft the! Services, Flock may do so and may prohibit any use ofthe Services it believes may be (or  any Installation Services.  alleged to be)i in violation oft the foregoing.    Exhibit2 2  fyock safety  .CONFIDENTIALITE AGENCYDATA:! NON-AGENCYDATA  4.1 Confidentiality. 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" oft thel Disclosing Party). Proprietary Information of Flock is non-public information including but not limited to features, functionality, designs, user interfaces, trade secrets, intellectual property, business plans, marketing plans, works of authorship, hardware, customer lists and requirements, and performance oft the Flock Services. Proprietary Information of Agency includes non-public Agency Data, Non-Agency End User Data, and data provided by Agency or al Non-Agencyl End Usert to Flock or collected by Flock via the Unit, including the Footage, to enable thej provision oft the Services. The Receiving Party shall not disclose, use, transmit, inform or make available to any entity, person or body any of thel Proprietary Information, except as a necessary part of performing its obligations hereunder, and shallt take all such actions as are reasonably necessary and appropriate to preserve and protect the Proprietary Information and the parties' respective rights therein, at all times exercising at least a reasonable level of care., Each party agrees to1 restrict access to the Proprietary Information of the other party to those employees or agents who require access in order toj perform hereunder. The Receiving Party agrees: () to take thes same security precautions to protect against disclosure or unauthorized use ofsuch Proprietary Information that thej party takes with its own proprietary information, buti in no event will ap party apply less than reasonable precautions top protect such Proprietary Information, and (ii) nott to use (except in performance oft the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Flock's use oft the Proprietary Information may include processing the Proprietary Information to send Agency Notifications or alerts, such as when a car exits Agency's neighborhood, or to analyze Thel Disclosing Party agrees that the foregoing shall not apply with respect to anyi information that the Receiving Party can document (a)i is or becomes generally available to the public, or (b) was ini its possession or known by Receiving Party prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to Receiving Party without restriction by at third party, or (d) was independently developed without use of any Proprietary Information oft the Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any subpoena, summons,, judicial order or otherj judicial or governmental process, provided that the Receiving Party gives thel Disclosing Party reasonable prior notice ofsuch disclosure to obtain aj protective order or otherwise oppose the disclosure. For clarity, Flock may access, use, preserve and/or disclose the Footage tol law enforcement authorities, government officials, and/or third parties, iflegally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with al legal process or request; (b) enforce this Agreement, including investigation ofa any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect ther rights, property or safety of Flock, its users, a third party, or the public as required or permitted byl law, including respond to an emergency situation. Having received notice prior to data being deleted, Flock may storel Footage in order to comply with a valid court order but 4.2 Agency and Non-Agency End User Data. As between Flock and Agency, all right, title andi interest in the Agency Data and Non-Agencyl End User Data, belong to: and are retained solely by Agency. Agency hereby grants tol Flock a limited, non-exclusive, royalty-free, worldwide license to use the Agency Data and Non-Agency End User Data and perform all acts with respect to the Agency. Data and Non-Agency. End User Data as may be necessary for Flock toj provide the Flock Services to Agency, including without limitation the Support Services set forth in Section 2.9 above, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paidl license to use, reproduce, modify and distribute the Agency Data and Non-Agency End User Data as aj part oft the Aggregated Data (as defined in Section 4.4 below). As between Flock and Agency, Agency iss solelyr responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness: of all Agency Data and Non-Agency End User Data. As between Agency and Non-Agency End Users that have prescribed access of Footage to Agency, each of Agency and Non-Agency End Users will share all right, title andi interest in thel Non-Agency End User Data. This Agreement does not byi itselfn make any Non-Agency End User Data the sole property or the Proprietary Information of Agency. Flock will automatically delete Footage older than thirty (30) days. Agency has at thirty (30) day window to view, save and/or transmit! Footage tot the relevant government: agency prior toi its deletion.  the data collected toi identify motion or other events.  Disclosing Party.  such retained Footage will not be retrievable without a valid court order.    Exhibit 2  fy'ock safety  4.31 Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to thes subject matter hereunder, Agency hereby assigns (and will cause its agents and. representatives to: assign) to Flock all right, title andi interest (including intellectual property rights) with respect to or 4.4 Aggregated. Data. Notwithstanding anything in this Agreement to the contrary, Flock shalll have the right to collect and analyze data that does not refer to ori identify Agency or any individuals or de-identifies such data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Agency Data and data derived therefrom). For the sake ofclarity, Aggregated Data is compiled anonymous data which has been stripped ofany personal identifying information. Agency acknowledges that Flock willl be compiling: anonymized and/or aggregated datal based on Agency Data and Non-Agency End User Datai input into the Services (the "Aggregated Data"). Agency hereby grants Flock ar non-exclusive, worldwide, perpetual, royalty-free right andl license (during and after the Service Term hereof) to () use and distribute such Aggregated Data toi improve and enhance the Services and for other marketing, development, diagnostic and corrective purposes, other Flock offerings, and crime prevention efforts, and (ii) disclose the Agency Data and Non-Agencyl End User Data (both inclusive of any Footage) to enable law enforcement: monitoring against law enforcement hotlists as well as provide Footage search access to law enforcement for investigative purposes only. No rights or licenses are granted except as expressly set.  resulting from: any oft the foregoing.  forth herein.  5.PAYMENT OF FEES  5.11 Fees. Agency will pay Flock the first Usage Fee, the Implementation Fee and any fee for Hardware (as described ont the Order Form, together the Initial Fees") as set forth on the Order Form on or before the 30th day following receipt ofi invoice, after successful validation oft the Units. Flock is not obligated to commence the Installation Services unless and until the Initial Fees have been made ands shalll have no liability resulting from any delay related thereto. Agency shall pay the ongoing Usage Fees set forth ont the Order Form with such Usage Fees due and payable thirty (30) days in advance ofe each payment period. Allj payments willl be made by either ACH, check, or credit card. The first month of Flock Services corresponding to the first Usage Feej payment willl begin upon the first installation of Hardware. For Agencies whoj purchase ten (10) or more Units, in the event that only a portion ofthe Units are installed at the first installation with additional Units tol be installed at al later date, Usage Fees shall be calculated on a pro: rata basis corresponding to the then-installed Units. Agencies willl bei invoiced for the additional 5.2 Changes to Fees. Flock reserves the right to change the Fees or applicable charges and toi institute new charges and Fees at the end oft thel Initial Term or any Renewal Term, upon sixty (60) days' notice prior to the end ofsuch Initial Term or Renewal Term (as applicable) to Agency (which may be sent by email). If Agency believes that Flockl has billed. Agency incorrectly, Agency must contact Flock no later than sixty (60) days after the closing date ont thet first billing statement in which the error or problem appeared, in order to receive: an adjustment or credit. Inquiries should be directed tol Flock's customer: support department. Agency acknowledges and agrees that a failure to contact Flock within this sixty (60) day period will serve as a waiver ofa any claim. Agency may have had as a 5.31 Invoicing, Late Fees; Taxes. Flock may choose tol billt through ani invoice, in which case, full payment for invoices issuedi in any given month must be received by Flock thirty (30) days after the mailing date oft thei invoice. Unpaid amounts are subject to a finance charge ofl 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses ofc collection, andi may result ini immediate termination of Service. Tot the extent allowable by law or Agency regulations pertaining tot tax-exempt entities, Agency shall be responsible for all taxes associated with Services other than U.S. taxes based on Flock's neti income. 5.41 No-Fee Term Access. Subject tol Flock's record retention policy, Flock offers complimentary access to the Flock System fort thirty (30) days ("No Fee Term") to. Agency when Non-Agency End Users intentionally prescribe access orj judicial orders mandate access to Non-Agency End User Data. Agency agrees toj payt the Initial Fees and Usage Fees according to Section 5.1 and will receive Flock's complimentary access tot the Flock Service and  Units immediately upon installation oft the remaining Units.  result of such billing error.    Exhibit2  fi'ock safety  Footage for no additional cost. Should such access cause Flock toi incur internal or out-of-pocket costs that are: solely ther result oft the access, Flock reserves the right toi invoice these costs to Agency under Section 5.3 and Agency agrees to pay them. The complimentary No-Fee Term access tol Flock Services shall survive the expiration or termination ofthis Agreement for five (5): years unless Agency provides written notice oft the intent to cancel access  tol Flock Services.  6.TERM AND TERMINATION  6.1 Term. Subject to earlier termination as provided below, the initial term oft this Agreement shall bei fort the period ofti time set forth ont the Order Form (the "Initial Term"). Following the Initial Term, unless otherwise indicated on the Order. Form, this Agreement will automatically renewj for successive renewal terms for the greater of one year and the length setf forth on the Order Form (each, a* "Renewal Term", and together with thel Initial Term, the "Service Term") unless either partys gives the other party notice ofi non-renewal at least thirty (30) days prior to 6.2 Agency Satisfaction Guarantee. At any time during the agreed upon term, an Agency not fullys satisfied with thes service or solution may self-elect to terminate their contract. Self-elected termination will result in a one-time fee ofactual cost of removal and labor, said cost not to exceed $500 per camera. Upon self-elected termination, ar refund will bej provided, prorated for any fees paid fort the remaining Term length set forth previously. Self-termination of the contract by the. Agency willl be effective immediately. Flock will remove all equipment at Flock'sown convenience, within a commercially reasonable period upon termination. Advance notice willl be provided. 6.31 Termination. In the event of any material breach oft this Agreement, ther non-breaching party may terminate this Agreement prior to the end ofthe Service Term by giving thirty (30) days prior written notice to the breachingi party; provided, however, that this Agreement will nott terminate ifthe breaching party has cured the breach prior to the expiration of sucht thirty-day period. Either party may terminate this Agreement, without notice, () upon the institution by or against the other party ofinsolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for thel benefit of creditors, or (in) upon thec other party's dissolution or ceasing to do business. Upon termination for Flock's material breach, Flock will refund to Agency aj pro-rata portion oft the pre- 6.41 Effect of Termination. Upon any termination of the Service Term, Flock will collect all Units, delete all Agency Data, terminate Agency's right to access or use any Services, and all licenses granted by Flock hereunder willi immediately cease. Agency shalle ensure that Flock is granted access to collect all Units and shall ensure that Flock personnel does not encounter Hazardous Conditions int the collection ofs such units. Upon termination oft this 6.51 No-Fee Term. Thei initial No-Fee Term will extend, after entering into this Agreement, for thirty (30) days from the date a Non-Agency End User grants access to their Footage and/or Notifications. In expectation of repeated non- continuous No-Fee Terms, Flock mayi ini itss sole discretion leave access open for Agency's Authorized End Users despite there not! being any current) Non-Agency End User authorizations. Such access and successive No-Fee Terms are deemed tol be part oft the No-Fee Term. Flock, in its sole discretion, can determine not toj provide additional No-Fee Terms or can impose aj price per No-Fee Term upon thirty (30) days' notice. Agency may 6.6 Survival. The following Sections will survive termination: 24,25,3,4,5(withr respect to any accrued rights to  the end oft the then-current: term.  paid Fees for Services not received due tos such termination.  Agreement, Agency willi immediately cease all use of Flock Services.  terminate any No-Fee Term or access to future No-Fee Terms upon 30 days' notice.  payment), 485744134853491 and 10.5.  7.1 REMEDY; WARRANTY AND DISCLAIMER  7.1 Remedy. Upon ar malfunction or failure of Hardware or Embedded Software (a' "Defect"), Agency must first make commercially reasonable efforts to address the problem by contacting Flock's technical support as described in Section 2.9 above. Ifsuch efforts do not correct the Defect, Flock shall, or shall instruct one ofi its contractors to repair or replace the Hardware or Embedded Software suffering from the Defect. Flock reserves the right in their    Exhibit2  fiock safety  sole discretion tor refuse or delay replacement or its choice ofr remedy for al Defect until after itl has inspected and tested the affected Unity provided that such inspection and test shall occur within seventy-two (72) hours after Agency notifies thel Flock ofal Defect. In the event ofal Defect, Flock will repair or replace the defective Unitatno additional cost. Int the event that al Unit isl lost, stolen, or damaged, Flock agrees to1 replace the Unit at a fee according tot the then-current Reinstall Policy Amphw.ladiaty.wmisinalte-schad, Agency shall not be required to replace subsequently lost, damaged or stolen Units, however, Agency understands and agrees that functionality, including Footage, willl be materially affected duet to's such: subsequently lost, damaged or stolen units and that Flock willl have no liability to Agency regarding such affected functionality nor shall the Usage Fee or 7.21 Exclusions. Flock willi not provide the remedy described in Section 7.1 above if any of the following exclusions apply: (a) misuse oft thel Hardware or Embedded Software in any manner, including operation oft thel Hardware or Embedded Software in any way that does not strictly comply with any applicable specifications, documentation, or other restrictions on use provided by Flock; (b) damage, alteration, or modification oft the Hardware or Embedded Software in any way; or (c) combination of the Hardware or Embedded Software with software, hardware or other 7.3 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 thel Installation Services in a professional andy workmanlike manner. Upon completion ofany installation or repair, Flock shall clean andl leave the area inj good condition. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either byl Flock or by third-party providers, or because of other causes beyond Flock's reasonable control, but Flock shall use reasonable efforts toj provide advance notice in writing or by e-mail 7.41 Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS AGENCY'S SOLE REMEDY, AND FLOCK'S SOLEI LIABILITY, WITH RESPECTTO! DEFECTIVE HARDWARE AND/OR EMBEDDED SOFTWARE. THE FLOCK DOES NOT WARRANT THATTHE SERVICES WILL BE UNINTERRUPTED: OR ERROR FREE; NORI DOES IT MAKE. ANY WARRANTY AS1 TO THE RESULTS THATI MAY BE OBTAINED FROM USE OF THE: SERVICES. EXCEPT AS EXPRESSLY SETI FORTH IN THIS: SECTION, THE SERVICES AND INSTALLATION: SERVICES ARE PROVIDED "AS IS" ANDI FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS ORI IMPLIED, INCLUDING, BUTI NOTLIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR AJ PARTICULAR PURPOSE. ANDI NON-INFRINGEMENT .THIS DISCLAIMER OF SECTION7.40 ONLY APPLIES TOTHE EXTENT. ALLOWED BY THE GOVERNING LAW OF THE STATEI MENTIONED: IN SECTION 10.6, ORI IFI NO: STATE IS MENTIONED IN SECTION 10.6, 7.5 Insurance. Flock and Agency will each maintain commercial general liability policies with policy limits reasonably commensurate with the magnitude of their business risk. Certificates of Insurance will be provided upon 7.61 Force Majeure. Flock Safety is not responsible nor liable for any delays or failures inj performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes; war, terrorist acts, acts or omissions oft third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts ofhackers, internet service providers or any other third party or acts or  Implementation Fees owed be impacted.  technology that was not expressly authorized by Flock.  ofany scheduled service disruption.  BY THE LAW OF THE: STATE OF GEORGIA.  request.  omissions of Agency or any Authorized End User.  8.LIMITATION OFI LIABILITY AND INDEMNITY  8.11 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,FLOCK, ANDITS SUPPLIERS (INCLUDING BUTI NOT LIMITED TO ALL HARDWARE, AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS ANDI EMPLOYEES SHALLI NOTBE RESPONSIBLE ORI LIABLE WITH RESPECTTO. ANY SUBJECT: MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATEDTHERETO UNDER: ANY CONTRACT, NEGLIGENCE, STRICT    Exhibit2  fyock safety  LIABILITY, PRODUCT! LIABILITY, OR OTHER THEORY: (A)FOR ERROR OR INTERRUPTION: OF USE ORI FORI LOSS ORI INACCURACY, INCOMPLETENESS OR CORRUPTION OFI DATA ORI FOOTAGE OR COST OFI PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK'S ACTUAL: KNOWLEDGE ORI REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO: CAPTURE FOOTAGE OR IDENTIFY: AND/OR CORRELATE. A LICENSE PLATE WITH THEI FBI DATABASE; (D) FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATIONI MADE IN GOOD FAITH; (E)] FOR CRIME PREVENTION; OR (F) FOR. ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALLOTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE! BY AGENCY TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT INTHE TWELVE (12) MONTHS PRIOR TOTHE ACT OR OMISSIONTHAT GAVE RISE TO: THE LIABILITY, IN EACH CASE, WHETHER ORI NOTI FLOCK HAS BEEN ADVISED OF THEI POSSIBILITY OF SUCH DAMAGES. INTHEI EVENT OF ANI EMERGENCY, AGENCY SHOULDCONTACT: 911. AND SHOULDI NOTI RELY ON THE: SERVICES.THIS LIMITATION OF LIABILITY OF SECTION8C ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED: IN SECTION 10.6, ORI IF NO: STATEI ISI MENTIONED. IN SECTION 10.6, BY THE 8.2 Additional No-Fee Term Requirements. INNOI EVENT SHALLI FLOCK'S. AGGREGATE LIABILITY,IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE COMPLIMENTARY NO-FEE TERM. AS DESCRIBED! IN SECTION 6.5 EXCEED: $100, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTLIABILITY OR OTHERWISE. Except for Flock's willful acts, Agency agrees to pay for Flock'sa attorneys' fees to defend Flock for any alleged or actual 8.3 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions ofits own employees, deputies, officers, or agents, in connection with thej performance of their official duties under this Agreement. Each Party to this Agreement shall be liable (ifat all) only fort thet torts ofi its own officers, agents, or employees that occur within the scope oft their official duties. Agency will not) pursue any claims 8.41 Indemnity. Agency hereby agrees toi indemnify and hold harmless Flock against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attoreys' fees) in connection with any claim or action that arises from an alleged violation of Section 3.2, a breach ofthis Agreement, Agency's Installation Obligations, Agency'ss sharing of any data in connection with thel Flock system, Flock employees or agent or Non- Agency End Users, or otherwise from Agency's use ofthe Services, Hardware and any Software, including any claim thats such actions violate any applicable law or third party right. Although) Flock has no obligation to monitor Agency's use of the Services, Flock may do: so and may prohibit any use oft the Services it believes may be (or  LAW OF THE STATE OF GEORGIA.  claims arising out of ori in any way related to the No-Fee Term.  or actions against Flock'ssuppliers.  alleged tol be) in violation of Section 3.2 or this Agreement.  9.1 RECORD RETENTION  9.11 Data Preservation. The Agency agrees to store Agency Data and Non-Agency End User Data in compliance with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules. As part of Ageney'sconsideration: for paid access and no-fee access to the Flock System, to the extent that Flocki is required by local, state or federal law to store the Agency Data or the Non-Agency End User Data, Agency agrees toj preserve ands securely store this data on Flock's behalfs so that Flock can delete the data from its servers and, should) Flock be legally compelled byj judicial or government order, Flock may retrieve the data from  Agency upon demand.  10.1 MISCELLANEOUS  10.1 Severability. Ifany provision oft this Agreement is found to be unenforceable ori invalid, that provision willl be limited or eliminated tot ther minimum extent necessary: so that this Agreement will otherwise remain in full force and  effect ande enforceable.    Exhibit2  fyock safety  10.2 Assignment. This Agreement is not assignable, transferable or sublicensable by Agency except with) Flock's prior written consent. Flock may transfer and assign any of its rights and obligations, in whole or inj part, under this 10.3 Entire Agreement. This Agreement, together with the Order Form(s), thet then-current Reinstall Policy (https./www.flocksalocksafety/com/reinstall-fe-schedule), and Deployment Plan(s), are the complete and exclusive statement of the mutual understanding of thej parties ands supersedes and cancels all previous written and oral agreements, communications. and other understandings relating tot the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. None of Agency's purchase orders, authorizations or similar documents will alter the terms ofthis Agreement, and any such 10.4) Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Agency does not have any authority of any kind tol bind Flock in any respect whatsoever. 10.5 Costs and Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing 10.6 Governing Law; Venue. This Agreement shall be governed by the laws oft the State of Georgia without regard toi its conflict ofl laws provisions.. Tot the extent that the arbitration language below does not apply, the federal and state courts sitting in the State of Georgia will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter oft this Agreement. The parties agree that the United Nations Convention for the International Sale ofGoods is excluded ini its entirety from this Agreement. Any dispute arising out of, in connection with, or in relation to this agreement or the making ofvalidity thereof ori its interpretation: or any breach thereof shall be determined and settled by arbitration in Atlanta, Georgia by a sole arbitrator pursuant to the rules and regulations then obtaining oft the. American Arbitration Association and any award rendered therein shall be final and conclusive upon the parties, and a judgment thereon may be entered in the highest court oft the forum, state or federal, having jurisdiction. The service ofa any notice, process, motion or other document in connection with an arbitration award under this agreement or for the enforcement of an arbitration award hereunder may be effectuated by either personal service or by certified ori registered mail to the respective addresses provided. 10.7 Publicity. Unless otherwise indicated on the Order Form, Flock has the right to1 reference and use Agency's name andt trademarks and disclose the nature oft the Services provided hereunder in each case in business and 10.81 Export. Agency may not remove or export from thel United States or allow the export or re-export oft the Flock IP or anything related thereto, or any direct product thereofi in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office ofl Foreign Assets Control, or any other United States or foreign agency or authority. As definedi inl FAR section. 2.101, the Services, the Hardware, the Embedded Software and Documentation are "commercial items" and according tol DFAR section 252.22770140a)(). and (5) are deemed tol be "commercial computer software" and "commercial computer software documentation." Consistent withl 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 willl be governeds solely! by the terms oft this Agreement and willl be 10.91 Headings. The headings are merely for organization and should not be construed as adding meaning tot the 10.10 Counterparts. This Agreement may be executedi int two or more counterparts, each ofs which: shall be deemed 10.11 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 organizations and individuals they are representing.  Agreement without consent.  conflicting terms are expressly rejected.  party willl be entitled to recover costs and attoreys' fees.  herein.  development and marketing efforts, including without limitation on Flock's website.  prohibited except to the extent expressly permitted by thet terms oft this Agreement.  Agreement ori interpreting the associated Sections.  an original, but all ofwhich together shall constitute one and thes same instrument.    Exhibit. 2  fyock safety  10.12 Notices. All notices under this Agreement willl bei in writing andy willl be deemed to have been duly given when received, ifp personally delivered; when receipti is electronically confirmed, iftransmitted by facsimile or e- mail; the day after itiss sent, ifsent for next day delivery by recognized overnight delivery service; and upon receipt,  ifsent by certified or registered mail, return receipt requested.    Exhibit3  pitneybowes  NASPO ValuePoint Term Rental Installment Agreement (Option. A)  Your Business Information Fulll Legal Name of Lesseel DBAI Name ofL Lessee Dale County Commission Sold-To: Address 202 SHighway 123Ste C, Ozark, AL, 36360-8819, US Sold-To: Contact Name Cheryl Ganey Bill-To: Address 202SH Highway 123Ste C, Ozark, AL, 36360-8819, US Bill-To: Contact Name Cheryl Ganey Ship-To: Address 202S SH Highway 123Ste C, Ozark, AL, 36360-8819, US Ship-To: Contact Name Cheryl Ganey PO#  Agreement Number  Taxl ID#(FEIN/TIN) 582037099  Sold-To: Contact Phone# (334)7 774-6025  Sold-To: Account# 0018297146 Bill-To: Account# 0018296418  Bill-To: Contact Phone# 334)774-6025  Bill-To: Email ganey@dalecoaunypalong  Ship-To: Contact Phone# (334)7 774-6025  Ship-To: Account# 0018297146  Your Business Needs Qty Item 1 SENDPROPSERIES 1FW1 1FWW. 1 4W00 APA1 APAS APK3 APKE 1 APKF AZBE AZBG 1 AZCG CAAA1 F9PG US174881.4 9/17 02017F PitnoyE Bowesh Inc.A Allrightsn reserved. Pitney Bowes Confidential Information  Business Solution Description SendPro PS Series Differentiall Weighing Feature 10lb Interfaced Weighing Feature Connect+ /SendPro PS SeriesN Meter 500 DeptA Analytics Sendpro P2000/500W GCS Identifier SendProF PS Series High Capl Label Printer SendProF PF Receiving Feature SendProF P Shipping Feature Access SendPro PS Series Monol Print Module Black Graphics Upgrade SendPro P2000 Basic (145/70LPM) Bronze Cost Accounting for PSeries PowerGuard: Service Package  Pageiofs  V102231626  SooP Pitney Bowes Terms fora additionalters ande conditions    Exhibit. 3  1 M9SS ME1C MPOX MSD1 MW90007 MW90067 1 MW96000 MW97182 1 PTJ1 PTJ4 PTJ8 PTJN: PTJR PTK1 PTK3 1 SJM5 STDSLA T6CS  Mailstream IntelliLink Services 2 Meter Equipment-PSeries. LV Differential Weigh2,5.81 10lb scale 10in Color Touch Display SendPro PS Series Drop Stacker Power Cord Kit Weighing Platform Wireless LANA Adapter SendPro Online Multicarrier Sending Appy w/HW orN Meter SendPro Mailingl Included WIH HW Single User Access 50 User Access with! Hardware orN Meter WebE Browser Integration SendProF PS Series Meter Integration SoftGuardt for Sendpro P2000 Basic/500W  Standard SLA-Equipment: Service Agreement (for SendProF PSeries)  Receiving- Standard  Your Payment Plan Initial Term: 36n months Number of Months 36  Initial Payment Amount: Monthly Amount $429.22  ()Tax Exempt Certificate Attached ()Tax Exempt Certificate Not Required (X) Purchase Poweret transaction fees included () Purchase Power transaction fees extra  Billed Quarterly at" $1,287.66  "Doesn notincludoa anyapplicablos sales.u use, orpropertyt taxesw whichw wilbeb billedseparatoly.  US174881.4 02017 Pitnay Bowos Inc.A Allri rightsn reserved. Pitney Bowes Confidential Information  9/17  Page2of3  Y102231626  SeoP Pitney Bowes Termsf fora additionalt terms ando    Exhibit3  Your Signature Below Bys signing below, yous agree tob be! bound byy your  conditions oft this contract willg govem this transaction SaivEnty-Copaiiers: and be bindingo onu usa after contract, wel have which completed is available ath ntp.homapbcomisiates: andi isi incorporated byr reference. The terms and  ouro credit and documentation approval process and! have signed below.  NASPOV VALUEPOINT/ ADSP016-169897: ADSP016-169897 State/Entity's Contract# dine ZAkm Lessee MekwAdJ PrintN Name  Lhakngy Tite 71321 Date asky Emalil Aheyp Sales Information Lynn Harrington Account Rep Name  PitneyE Bowes Signature Print Name Title Date  eklaskaet  yma.haringtn@pb.com EmailA Address  PBGFS/ Acceptance  US1748814 02017F PitneyE Bowesl Inc.A Allrightsn reserved. Pitney Bowes Confidentiall Information  9/17  Page3ofs  V102231626  SooP Pitnoy Bowes Terms fora additionalt terms andc conditions    Exhibit 4  RESOLUTION  COUNTY OF DALE STATE OF ALABAMA  Project No. DCP-23-05-21  WHEREAS, the County Commission of Dale County, Alabama, is desirous of constructing or improving, by force account, by contract or both, a road included in the Dale  County Road System and described as follows:  Patching, Widening, Spot Leveling, Resurfacing, and Striping on County Road 20 from County Road 18 east along County Road 20 to County Road 59. Approximate. length is WHEREAS, the County agrees to all of the provisions of the Countywide agreement executed between the State and the County covering preliminary engineering by State forces  2.644 miles.  and equipment on the project, and  WHEREAS, the County agrees to all of the provisions of any agreement which has been Done at the special session of the County Commission: of Dale County, this 13"day of  executed or will be executed covering the construction oft the project.  July2021.  Dale County Commission Governing Body  Member District Chris Carroll  AAL  Skw Zbn Chairman Steve McKinnon  Pp  Member Districk2 Donald Grantham  Charles Galy  B  2  Member District 4 Frankie Wilson  Re    Exhibit5  MEMORANDUMI Date: July7,2021  To: Dale County Commission From: Derek Brewer County Engineer Re: Enclosed Metal Building  Pistol Range Training Facility & Voting Machine Storage  After a careful review of the bids, it is the recommendation oft the Dale County Engineering Department to award the! Pistol Range Training Facility & Voting Machine Storage Enclosed  Metal Building to:  McClain Contracting Co. Inc. 105 Choctaw Street Andalusia, AL 36420    Exhibit. 5  Tuesday, June 22, 2021  2021 Bid on Finishing Metal Building for Pistol Range  Company  Bid Amount No Bid No Bid No Bid $154,900.00 No Bid $175,000.00 $215,800.00  Hollon Contracting, LLC  Hughes Contracting Services, LLC  Lewis Construction McClain Contracting, Inc.  BCS, LLC  Tolleson Construction, LLC  WCCS, LLC