R25-091 1 RESOLUTION NO. R25-091
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, APPROVING AN ORDER FORM WITH FLOCK GROUP,
5 INC. TO PURCHASE AND MAINTAIN A DRONE FIRST RESPONDER
6 PROGRAM IN AN AMOUNT NOT TO EXCEED $350,000 DURING THE
7 INITIAL 3-YEAR TERM UTILIZING THE SOLE SOURCE PROCUREMENT
8 EXEMPTION; AND FOR ALL OTHER PURPOSES.
9
10 WHEREAS, the Drone as First Responder ("DER") program uses compact unmanned aerial
11 vehicles (UAVs) designed for public safety operations to provide support to police officers and
12 firefighters. Fast response is facilitated by the deployment of drones immediately upon receipt of
13 emergency calls. Equipped with advanced technology and public safety, drones provide real-time
14 accurate information to reduce response times and help responders make informed
15 decisions. DFR will not wholly replace the handheld drones that are currently deployed from the
16 field; instead, it will reduce the amount of field deployable drones; and
17 WHEREAS, the City desires to purchase Flock Safety Platform, Flock Safety Drone
18 Hardware Services from Flock Group, Inc. for an initial term of thirty-six (36) months in an amount
19 not to exceed $350,000; and
20 WHEREAS, the Agreement provides for a renewal term of twenty-four (24) months at a
21 rate of $125,000 per year; and
22 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
23 best interests of the city's citizens and residents to approve an Order Form with Flock Group, Inc.
24 to purchase and maintain a Drone First Responder Program in an amount not to exceed $350,000
25 during the initial term utilizing the Sole Source procurement exemption.
26
27 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
28 BEACH, FLORIDA, THAT:
29 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
30 being true and correct and are hereby made a specific part of this Resolution upon adoption.
31 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
32 approve an Order Form between Flock Group, Inc. and the City for the purchase of Flock Safety
33 Platform, Flock Safety Drone Hardware Services, for an initial term of thirty-six (36) months in an
34 amount not to exceed $350,000 (the "Order Form"), in form and substance similar to that attached
35 as Exhibit A.
36 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby
37 authorizes the Mayor to execute the Order Form and any documents necessary to exercise the
38 renewal option. The Mayor is further authorized to execute any ancillary documents as may be
39 necessary to accomplish the purpose of this Resolution.
40 SECTION 4. The City Clerk shall retain the fully executed Form as a public record of the
41 City. A copy of the fully executed Form shall be provided to Christine Miner and Assistant Chief
42 John Bonafair to forward to the Vendor.
43 SECTION 5. This Resolution shall take effect in accordance with law.
44
45
49 PASSED AND ADOPTED this leg—day of 4-1 % 1 2025.
50 CITY OF BOYNTON BEACH, FLORIDA
51 YE- NO
52 Mayor— Rebecca Shelton
53 ./-
54
54 Vice Mayor—Woodrow L. Hay
55
56 Commissioner—Angela Cruz Vtfikikl— L1vlru OK
57 i -
58 Commissioner—Thomas Turkin
59
60 Commissioner—Aimee Kelley
61 + D
62 VOTE
63 ATT
64 f
65 t ,. 10 r`
66 Maylee D- , -• 's, MPA, M Reb�ca Shelton
67 City Cler Mayor
68 r�oyNTON BF‘`�
69 j'V •QORa're...;9�, 1, APPROVED AS TO FORM:
70 (Corporate Seal) i offi() ( 'y �r
71 i 7 �7LP'�E9: i
72 °'��`'�;�Nc1g20; afi �l6
73 oil
Q.; Shawna G. Lamb
74 ‘ �.��`�`FLOR's= City Attorney
Docusign Envelope ID.C45C9A0E-2A70-4C0A-9E8A-9430FF5A7310
Flock Safety + FL - Boynton Beach I'D
Flock Group Inc.
1 170 Howell Mill Rd,Suite 210
Atlanta,GA 30318
MAIN CONTACT:
Jake Downs
,jake.downse locksatcth.com
5854146554
H' ock safety
Docusign Envelope ID:C45C9A0E-2A70-4C0A-9E8A-9430FF5A7310
fl' ocksafety
ORDER FORM
This order form("Order Form")hereby incorporates and includes the terms of the previously executed agreement(the"Terms")which describe and
set forth the general legal tenns governing the relationship(collectively,the"Agreement").The Terms contain,among other things,warranty
disclaimers,liability limitations and use limitations.
This additional services Agreement will he effective when this Order Form is executed by both Parties(the"Effective Date")
Customer: FL-Boynton Beach PD Initial Term. 36 Months
Legal Entity Name: FL-Boynton Beach PD Renewal Term 36 Months
Accounts Payable Email: bonafairj@bbfl.us Payment Terms Net 30
Address: 2100 High Ridge Road Boynton Beach, Billing Frequency Annual
Florida 33426 Retention Period: 30 Days
hardware and Software Products
Annual recumng amounts over subscription term
('oat Quantity
tFlock Safety Platform $125,000.00
Flock Safety Drone Hardware and Services
Flock Safety DFR 2.0-2000 included I included
Professional Services and One Time Purchases
Item Cost Quantity 'total
pun Time Fees
Subtotal Year t: $100,000.00
Discounts: $100,00000
Estimated l'ax: $0.00
Contract Total: $350,000.00
Taxes shown above are provided as an estimate.Actual taxes are the responsibility of the Customer.This Agreement will automatically renew for successive
renewal terms of the greater of one year or the length set forth on the Order Form(each a"Renewal Term')unless either Party gives the other Party
notice of non-renewal at least thirty(30)days prior to the end of the then-current term.
The Term for Flock Hardware shall commence upon first installation and validation,except that the Term for any Flock Hardware that requires self-
installation shall commence upon execution of the Agreement In the event a Customer purchases more than one type of Flock Hardware,the earliest Term
start date shall control.In the event a Customer purchases software only,the Term shall commence upon execution of the Agreement.
Special Terms:
•This Order Form,including any pricing quoted herein,is valid until March 31,2025.After this date,this offer shall be considered null and void unless re-
offered at the sole discretion of Flock Safety
•Hardware Loss or Damage Flock retains ownership of all Flock Hardware.In the event of loss or damage to Flock Hardware not caused by the Customer's
negligence or willful misconduct,Flock shall replace the hardware at no additional cost to the Customer Customer shall promptly notify Flock of any such
loss or damage
•Drone Dock Warranty The drone dock,including all associated hardware and software,is included in the Flock Hardware warranty in the event of a
Docusign Envelope ID:C45C9AOF-2A70-4COA-9E8A-9430FF5A7310
malfunction of the drone dock,Flock will replace the malfunctioning dock at no cost to the Customer.
Opt Out Period-Customer will have a 30 day opt-out period("Opt-Out Period")after Effective Date to terminate this Agreement without penalty or fees
After the Opt-Out Period,Customer may not terminate the Agreement,except as provided herein,and Customer will pay any invoice(s)for the remainder of
the Term within Net 30 days from the date of invoice.
Billing Schedule
Billing Schedule Amount(USD)
Year]
At 10/01/2025 $100,000.00
Annual Recurring after Year 1 $125,000.00
Contract Total $350,000.00
'Tax not included
Discounts
Discounts Applied Amount(USD)
Flock Safety Platform $0.00
Flock Safety Add-ons $0.00
Flock Safety Professional Services $0.00
Flock Safety Drone hardware and Services $100,000 00
Docusign Envelope ID:C45C9A0E-2A70-4C0A-9E8A-9430FF5A7310
Product and Services Description
Flock Safel Platform Items Product Description
Drone as First Responder(DFR)2.0 system,including hardware,software,and services.Hardware includes drone,camera,batteries,battery-
swapping dock,200ft ceiling with ADS-B.Software includes remote piloting,air traffic awareness,spectator view,mobile app,and community
Flock Safety DFR 2.0-200ft engagement dashboard Services include FAA regulatory services,SOP development,training,and ongoing support.
FlockOS Features&Description
I lockos I cloture"; Description
Docusign Envelope ID:C45C9A0E-2A70-4C0A-9E8A-9430FF5A7310
PRODUCT ADDENDUM
UNMANNED AIR SUPPORT AS A SERVICE(UASaaS)PROGRAM
FOR DRONE RESPONSE SERVICES
WHEREAS, Customer has determined that it is in the interests of public safety for it to have the ability to
utilize unmanned drones during crisis incidents, public emergencies, and in certain public safety operations, to the
extent permitted by law;
WHEREAS, Flock is in the business of providing unmanned drone services (the unmanned drone services
shall be considered part of the"Flock Services")and Flock Hardware;
NOW,THEREFORE,for good and valuable consideration,the receipt and sufficiency of which are hereby
acknowledged,Customer and Flock agree as follows:
1. UNMANNED AIR SUPPORT GENERAL TERMS OF DELIVERY
1.1 Flock Services and Hardware.Flock shall provide access to Customer the Flock Services
and related Flock Hardware(the"Flock Hardware")listed on the Order Form upon the terms and conditions set forth
in the Agreement.Flock maintains ownership of all the Flock Hardware.Each year,as specified in the Order Form,the
Customer will be provided with a designated number of batteries.Customer may place an order for additional Flock
Hardware(e.g.,batteries prior to 500 complete charging cycles,hardware damaged due to Customer's error,additional
spares,etc.)at Flock's then current list price,which will be made available to Customer upon request.
1.2 FAA Regulatory Waivers. Flock will assist Customer in acquiring any required Federal
Aviation Administration("FAA")regulatory waivers.
1.3 Delivery.Flock shall make the Flock Hardware available to Customer at Customer's delivery address set forth
in the Order Form("Delivery Point").if for any reason Customer fails to accept delivery of the Flock Hardware by the
date fixed pursuant to Flock's notice stating that the Flock Hardware is available at the Delivery Point: (i)Customer
shall bear the risk of loss to the Flock Hardware;(ii)the Flock Hardware shall be deemed to have been delivered;and
(iii)Flock,at its option,may store the Flock Hardware until collected by Customer,whereupon Customer shall be liable
for all related costs and expenses(including,without limitation,storage and insurance). Once the Flock Hardware is
made available as the Delivery Point, Customer is responsible for any resulting use of the Flock Hardware by all
Authorized Users and all third-parties who may gain access to the same.
1.4 Pilot Services. Upon Customer's request,Flock will make available an employee or independent contractor
pilot(each a'Pilot")to Customer for purposes of operating the Flock Hardware(hereafter the"Pilot Services")at the
pricing set forth in the Order Form.The Pilot Services shall be considered part of the Flock Services.When operating
the Flock Hardware,the Pilot shall comply with the reasonable requests of Customer.Such Pilot Services may be used
for up to forty(40)hours per week during the Term. Customer's use of the Pilot Services shall not alleviate any of
Customer's obligations set forth herein. Customer shall provide Pilots with a safe working environment when on
Customer's premises.
2. LOSS AND DAMAGE OF FLOCK HARDWARE
2.1 Customer assumes and shall bear the entire risk of loss,damage to,theft or destruction of,
all Flock Hardware. LOSS OR DAMAGE TO THE FLOCK HARDWARE,OR ANY PART OF IT, SHALL NOT
RELIEVE CUSTOMER OF ANY OBLIGATION UNDER THE AGREEMENT.Customer's obligations with respect
to this Section shall commence upon delivery of the Flock Hardware.
Docusign Envelope ID:C45C9A0E-2A70-4C0A-9E8A-9430FF5A7310
2.2 Customer agrees to immediately notify Flock of any accident or event of loss or damage
involving the Flock Hardware. The notification shall include any information as may be pertinent to Flock's
investigation of such accident,loss,or damage,or which Flock may reasonably require.
3. FEES.The Order Form dictates the Flock Hardware,software,personnel,and Flock Services and
the entire Flock Services corresponding fees.Customer shall pay the Fees as described on the Order Form.
4. TERM. The term of this Agreement commences on the Effective Date of this Agreement and
continues until terminated as provided under this Agreement(the "Term"). Each Order Form shall commence and
expire and/or terminate according to the terms set forth in such Order Form. On expiration or termination of the
Agreement,all licenses provided hereunder by Flock shall immediately expire.
5. FLOCK DRONE IP. Customer Data does not include,and Flock Drone IP(defined herein)
expressly includes,any data to the extent processed by,resulting as an output of,or based on the usage of,the Flock
Services,Flock Hardware,including,without limitation,data collected by Flock's radar and radio frequency sensors.
Such Flock Drone IP shall be Flock's Confidential Information.Flock shall own all rights to(i)any data input into
the Flock Services,Flock Hardware by or on behalf of Flock(not including any Customer Data)and(ii)any
aggregated and anonymized data extracted or derived from the Flock Services,or use of the Flock Hardware,
including all aggregated and anonymized usage data,statistical data,transactional data,metadata,market data,flight
logs and flight history,telemetry data and logs,fleet information including drone serial numbers and models,
connected device information including radar data concerning the surrounding airspace,and other aggregated and
anonymized data collected from user data and files(collectively,"Flock Drone IP").Without limiting the generality
of the foregoing,Flock reserves the right to create and market public indexes,analysis or insights created from such
data.Customer agrees that it will not share,sell,transfer,or make available any data generated by the Flock
Hardware,including all Flock Drone IP to which it may have access,to any third party without the prior express
written consent of Flock
Docusign Envelope ID:C45C9A0E-2A70-4C0A-9E8A-9430FF5A7310
SCHEDULE A
SERVICES
Flock makes no warranties regarding the efficacy of the training detailed below.
1. AIRWORTHINESS TRAINING
Flock will make commercially reasonable efforts to provide training for the Customer to maintain the airworthiness of
its drones,including compliance-related trainings.
Customer shall be responsible for ensuring that all crew,including pilot in command,visual observer,sensor or payload
operator,or other persons necessary for the safe operation of the flight have the qualifications, experience,licenses,
and certificates required by applicable FAA regulations and that all have the necessary skill required to perform their
duties.After completion of training,Customer will be responsible for maintaining the airworthiness of drones to which
Customer is responsible and the ensuring that the respective operations are in line with all applicable laws and
regulations.
The training will be conducted via both online and in-person methods,as agreed upon by both parties.The frequency
and duration of training will be mutually decided and scheduled to the convenience of the Customer.
2. FLIGHT TRAINING
Flock will assist the Customer in obtaining FAA BVLOS waivers and train the Customer on compliance matters related
to such waivers. Flock will start with one deployment location at a time,and work up to the agreed upon number of
deployment locations for all UAS.As part of the BVLOS process,Flock will provide training materials to the Customer
to certify all employees of the Customers selected as Visual Observers("VOs")to help aid in BVLOS operations.
Flock will provide training to officers on how to utilize the Flock IP.This will consist of:
• Showing how to access Flock on their respective internet devices
• Showing how to view a live stream through the application
• Showing how to control the drone using the application
• Showing how to report problems if they come across them on the application
The training will be conducted via both online and in-person methods,as agreed upon by both parties.The frequency
and duration of training will be mutually decided and scheduled to the convenience of the Customer.
3. FLOCK HARDWARE TRAINING
There will also be training for the Customer to use the Flock Hardware.This training will consist of:
• Discussing maintenance list for the drone,and how to maintain airworthiness
• Teaching how to fly the drone autonomously using the Flock IP
• Teaching how to fly the drone manually using the remote controller
The training will be conducted via both online and in-person methods,as agreed upon by both parties.The frequency
and duration of training will be mutually decided and scheduled to the convenience of the Customer.
Docusign Envelope ID:C45C9A0E-2A70-4C0A-9E8A-9430FF5A7310
4. DEPLOYMENT SUPPORT
Flock will teach the Customer how to dispatch the Flock Hardware using the software for 911 calls.
Only personnel authorized by Customer may have access to the Iivestrcam from the drone.They will also be taught on
how to use Flock's software to view said stream on any internet-connected device.
Authorized personnel may have access to the Flock IP, which can convey the current status of the drone,and how to
tell the drone to conduct additional maneuvers if needed.
All operations must be conducted by a Pilot in Command("PIC"),who is an FAA-certified pilot.Customer will provide
the PICS needed to sustain this program.
Flock will assist in drafting a Standard Operating Procedure("SOP")as well as department policies regarding access,
deployments,privacy,and community engagement.
Flock will ensure correct implementation of each Flock station and its included Flock Hardware which may or may not
include the aircraft,on-prem servers,charging dock installations,radars,and more.
Docusign Envelope ID.C45C9A0E-2A70-4C0A-9E8A-943OFF5A7310
SCHEDULE B
SPECIFICATIONS
Customer must abide by the following standards:
Operational:
• Per FAA regulations,and without the necessary waiver, a minimum of one pilot is required to operate each
drone.
• Work with Flock to get BVLOS waivers for the city to fully use Flock's product and services.
• 'Train members of the city to be VOs so that the Customer can have FAA-compliant and safe BVLOS
operations(Flock will provide training material if needed).
• If Customer wants to connect Flock's software to their Computer Aided Dispatch("CAD")system,Customer
will provide access to said CAD system at no cost to Flock to location information and other pertinent
information about calls-for-service as they are placed.
• Flock will provide their Flock software interface to command the Flock Hardware. Customer must
independently access and store any personal information about calls-for-services other than their location and
the type of response(police,fire,or EMS)they prompted.
Customer shall be responsible to integrate with CAD software to pull location information and call type information
of every call-for-service that the Customer decides the drone should be deployed to,so long as there are no monetary
charges to Flock for said integration.
Docusign Envelope ID:C45C9A0E-2A70-4C0A-9E8A-943OFF5A7310
By executing this Order Form,Customer represents and warrants that it has read and agrees to all of the
terms and conditions contained in the previously executed agreement.
The Parties have executed this Agreement as of the dates set forth below.
FLOCK GROUP,INC. Customer: FL-Boynton Beach PD
B
hot SMtl�t,
By: R04008144416611... By:
Mark Smith
Name:
Name: '1-6x.c Cc._ SIN—c1 to,-.
General counsel
Title:
Title:
3/28/2025
Date:
Date: ` ` ` o W S
�r�
PO Number:
• 0.�NTOry `•
B '� CITY A ►'RNEY'S O" w.
-‘•<< �pORAAres .N �t/ f�
: �r
i t—� ►7 i By:
U: INCOR POp 0:
192
t�`.�` FLO9
Docusign Envelope ID: E8BFO3A4-5690-4EAD-AC26-D16C6AEA6A14
ADDENDUM
ADDITIONAL TERMS
The terms of this Addendum govern and control your Agreement with the City of Boynton Beach. If there is
any conflict between the Agreement and this Addendum, this Addendum shall control.
PUBLIC RECORDS. The City is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall
comply with Florida's Public Records Law. Specifically, the Contractor shall:
A. Keep and maintain public records required by the City to perform the service;
B. Upon request from the City's custodian of public records, provide the City with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost
that does not exceed the cost provided in Chapter 119, Fla. Stat. or as otherwise provided by law;
C. Ensure that public records that are exempt or that are confidential and exempt from public record
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and, following completion of the contract, Contractor shall destroy all copies of such
confidential and exempt records remaining in its possession once the Contractor transfers the
records in its possession to the City; and
D. Upon completion of the contract, Contractor shall transfer to the City, at no cost to the City, all
public records in Contractor's possession All records stored electronically by Contractor must be
provided to the City, upon request from the City's custodian of public records, in a format that is
compatible with the information technology systems of the City.
E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS:
CITY CLERK
100 E. OCEAN AVE.
BOYNTON BEACH, FL, 33435
561-742-6060
CITYCLERK(a BBFL.US
CONFIDENTIALITY. If the Agreement contains any confidentiality obligations, any such provisions are subject to
Chapter 119, Florida Statutes mandates. The Agreement and any information provided by Contractor to the City may
fall within the disclosure requirements of Chapter 119, Fla. Stat. The Contractor must clearly label and mark each
page or section of any tangible documents (excluding internet-based Confidential Information) provided to the City in
connection with the Agreement that it considers proprietary information or otherwise confidential or exempt from
Chapter 119, Fla. Stat. If the City receives a public records request regarding the Contractor's Confidential
Information, it will notify the Contractor in writing or electronically. If the Contractor continues to assert in good faith
that the information is confidential or exempt from disclosure pursuant to Chapter 119, Fla Stat., then the Contractor
shall be solely responsible for defending its position or seeking a judicial declaration. Nothing in this Agreement shall
create an obligation or duty for the City to defend or justify the Contractor's position. Contractor shall indemnify and
hold harmless the City for any award, damages, fines, fees, penalties, or impositions of whatsoever nature or kind
and all costs and fees, including attorney's fees incurred by the City in connection with this section.Any requirements
in the Agreement that require the City to destroy Confidential Information upon termination of the Agreement are
hereby deemed null and void.
DISCRIMINATORY VENDOR AND SCRUTINIZED COMPANIES LISTS; COUNTRIES OF CONCERN. Contractor
represents that it has not been placed on the "discriminatory vendor list" as provided in Section 287.134, Florida
Statutes, and that it is not a "scrutinized company" pursuant to Sections 215.473 or 215.4725, Florida Statutes.
Contractor represents and certifies that it is not, and for the duration of the Term, will not be, ineligible to contract with
City on any of the grounds stated in Section 287.135, Florida Statutes. Contractor represents that it is, and for the
duration of the Term will remain, in compliance with Section 286.101, Florida Statutes.
VERIFICATION OF EMPLOYMENT ELIGIBILITY. Contractor represents that Contractor and each subcontractor
have registered with and use the E-Verify system maintained by the United States Department of Homeland Security
Docusign Envelope ID:E8BFO3A4-5690-4EAD-AC26-D16C6AEA6A14
to verify the work authorization status of all newly hired employees in compliance with the requirements of Section
448.095, Florida Statutes, and that entry into this Agreement will not violate that statute. If Contractor violates this
section, City may immediately terminate this Agreement for cause, and Contractor shall be liable for all costs
incurred by City due to the termination.
PUBLIC ENTITY CRIMES ACT. Contractor represents that it is familiar with the requirements and prohibitions under
the Public Entity Crime Act, Section 287.133, Florida Statutes, and represents that its entry into this Agreement will
not violate that Act. Contractor further represents that there has been no determination that it committed a "public
entity crime" as defined by Section 287.133, Florida Statutes, and that it has not been formally charged with
committing an act defined as a "public entity crime" regardless of the amount of money involved or whether
Contractor has been placed on the convicted vendor list.
ENTITIES OF FOREIGN CONCERN. This section shall apply if Contractor or any subcontractor will have access to
an individual's personal identifying information under this Agreement. Accordingly, Contractor represents and
certifies: (i) Contractor is not owned by the government of a foreign country of concern; (ii) the government of a
foreign country of concern does not have a controlling interest in Contractor; and (iii) Contractor is not organized
under the laws of and does not have its principal place of business in, a foreign country of concern. On or before the
Effective Date or the date that Contractor or its subcontractor will have access to personal identifying information
under this Agreement, Contractor and any subcontractor that will have access to personal identifying information
shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity
does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this
section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined
in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes.
ANTI-HUMAN TRAFFICKING. On or before the Effective Date of the Agreement, Contractor shall provide City with
an affidavit attesting that the Contractor does not use coercion for labor or services, in accordance with Section
787.06(13), Florida Statutes.
INVOICES AND PAYMENT. Payments of any fees due to the Contractor for services shall be conditioned on receipt
of a proper invoice. Payment will be made in accordance with the Local Government Prompt Payment Act, Section
218.70, et al., Florida Statutes.
VENUE, WAIVER OF JURY TRIAL. The exclusive venue for any lawsuit arising from, related to, or in connection
with this Agreement shall be in the state courts of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida.
If any claim arising from, related to, or in connection with this Agreement must be litigated in federal court, the
exclusive venue for any such lawsuit shall be in the United States District Court or United States Bankruptcy Court
for the Southern District of Florida. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE TO A
TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT.
INDEMNIFICATION. Contractor shall indemnify, hold harmless, and defend City and all of City's current, past, and
future officers, agents, and employees (collectively, "Indemnified Party") from and against any and all causes of
action, demands, claims, losses, liabilities, and expenditures of any kind, including attorneys' fees, court costs, and
expenses, including through the conclusion of any appellate proceedings, raised or asserted by any person or entity
not a party to this Agreement, and caused or alleged to be caused, in whole or in part, by any breach of this
Agreement by Contractor, or any intentional, reckless, or negligent act or omission of Contractor, its officers,
employees, or agents, arising from, relating to, or in connection with this Agreement (collectively, a "Claim"). If any
Claim is brought against an Indemnified Party, Contractor shall, upon written notice from City, defend each
Indemnified Party with counsel satisfactory to City or, at City's option, pay for an attorney selected by the City
Attorney to defend the Indemnified Party. The obligations of this section shall survive the expiration or earlier
termination of this Agreement. Any provision of the Agreement that requires the City to indemnify the Contractor or
any third party is hereby deleted in its entirety.
SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the
City or as a waiver of limits of liability or rights the City may have under the doctrine of sovereign immunity or under
Section 768.28, Florida Statutes.
Signed by:
By sigirkpvSContractor agrees to the terms in this Addendum.
By: ar
Ac6C031 �fd Srn i th
Name:
Title: General Counsel
Date: 3/13/202 5