R26-103 RESOLUTION NO. R26-103
1 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
2 BEACH, FLORIDA, APPROVING A MUTUAL TERMINATION
3 AGREEMENT BETWEEN THE CITY AND FLOCK GROUP, INC., FOR THE
4 DRONE FIRST RESPONDER ORDER FORM, AND TO APPLY THE CITY'S
5 PRIOR PAYMENT AS A CREDIT TO THE CITY'S EXISTING ACCOUNT;
6 AND FOR ALL OTHER PURPOSES.
7
8 WHEREAS, the City and Flock Group, Inc. ("Flock") entered into that certain Order Form
9 for Drone First Responder Services dated April 1, 2025 (the "DFR Order Form"), approved by
10 Resolution No. R25-091, pursuant to the Master Services Agreement between the Parties dated
I 1 July 20, 2023 (the "Master Services Agreement"); and
12 WHEREAS, the City made payment of One Hundred Thousand Dollars ($100,000.00) to
13 Flock in October 2025 pursuant to the DFR Order Form (Invoice No. INV-75845); and
14 WHEREAS, the Parties have mutually agreed to terminate the DFR Order Form and to
15 apply the City's prior payment as a credit to the City's existing account; and
16 WHEREAS, the Parties desire to memorialize the terms of their agreement regarding
17 termination of the DFR Order Form and disposition of the prior payment; and
18 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
19 best interests of the City's citizens and residents to approve a Mutual Termination Agreement
20 between the City and Flock Group, Inc., for the Drone First Responder Order Form, and to apply
21 the City's prior payment as a credit to the City's existing account.
22
23 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
24 BEACH, FLORIDA, THAT:
25 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
26 being true and correct and are hereby made a specific part of this Resolution upon adoption.
27 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
28 approve the Mutual Termination Agreement between the City and Flock Group, Inc., for the Drone
29 First Responder Order Form (the "Termination Agreement"), in form and substance similar to that
30 attached as Exhibit A.
31
RESOLUTION NO. R26-103
31 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby
33 authorizes the Mayor to execute the Termination Agreement. The Mayor is further authorized to
34 execute any ancillary documents as may be necessary to accomplish the purpose of this
35 Resolution.
16 SECTION 4. The City Clerk shall retain the fully executed Termination Agreement as a
37 public record of the City. A copy of the fully executed Termination Agreement shall be provided
38 to Matthew Zeller to forward to the Vendor.
39 SECTION 5. This Resolution shall take effect in accordance with the law.
40 [SIGNATURES ON THE FOLLOWING PAGE]
41
RESOLUTION NO. R26-103
42 PASSED AND ADOPTED this \ (o day of (\OLX‘42 2026.
43 CITY OF BOYNTON BEACH, FLORIDA
44 YES NO
45 Mayor— Rebecca Shelton ✓
46
47 Vice-Mayor—Thomas Turkin ✓
48
49 Commissioner—Angela Cruz ✓
50
51 Commissioner— Mack McCray ✓
52
53 Commissioner—Aimee Kelley _Z
54
55 VOTE
56 ATTEST:
57 /
58 s.!///,i<l_A 1 • G22'
59 Tammy Stanzi,,ne, CMC Rebecca Shelton
60 Interim City Clerk /yN�ON.e ���1 Mayor
%t0:, ATE '••.C' 11
61 i4, :o�e 'y I
62 �}o:() � sv ��* APPROVED AS TO FORM:
63 (Corporate Seal) ;�:; �Qo : S
v%. �Nco Z0 :
64
65 x,11 •'•••.....••\OP%
66 I %/dig A el it
'‘‘����� FIGS` Shawna G. Lamb
67 City Attorney
MUTUAL TERMINATION AGREEMENT
This Mutual Termination Agreement("Agreement") is entered into as of the_day of , 2026,
by and between the City of Boynton Beach, Florida, a Florida municipal corporation ("City"), and Flock
Group, Inc., a Georgia corporation ("Flock"), collectively referred to as the "Parties."
RECITALS
WHEREAS, the Parties entered into that certain Order Form for Drone First Responder services
dated April 1, 2025 (the "DFR Order Form"), approved by City Commission Resolution No. R25-091,
pursuant to the Master Services Agreement between the Parties dated July 20, 2023(the"Master Services
Agreement"); and
WHEREAS, the City made a payment of One Hundred Thousand Dollars ($100,000.00) to Flock in
October 2025 pursuant to the DFR Order Form (Invoice No. INV-75845); and
WHEREAS, the Parties have mutually agreed to terminate the DFR Order Form and to apply the
City's prior payment as a credit to the City's existing account as set forth herein; and
WHEREAS,the Parties desire to memorialize the terms of their agreement regarding termination
of the DFR Order Form and disposition of the prior payment;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,the Parties agree as follows:
1.TERMINATION OF DFR ORDER FORM
The DFR Order Form is hereby terminated effective as of the date of full execution of this Agreement(the
"Termination Date"). From and after the Termination Date,neither Party shall have any further obligations
to the other under the DFR Order Form. For the avoidance of doubt,this Agreement applies solely to the
DFR Order Form and does not affect, modify, or terminate the Master Services Agreement or any other
Order Form executed thereunder,all of which shall remain in full force and effect in accordance with their
respective terms.
2. CREDIT OF PRIOR PAYMENT
The Parties acknowledge and agree that the City made a payment of One Hundred Thousand Dollars
($100,000.00) to Flock pursuant to the DFR Order Form. In consideration of the mutual termination set
forth herein, Flock agrees to apply the $100,000.00 as a credit to the City's account. Such credit shall be
applied first to any outstanding invoices currently due and owing under the Master Services Agreement
and any associated Order Forms, with any remaining balance applied to future invoices as they become
due. Flock shall provide the City with written confirmation of the credit applied to the City's account within
ten (10) business days of the Termination Date.
3. NO FURTHER LIABILITY
Each Party acknowledges and agrees that upon execution of this Agreement, neither Party shall have any
further claims, obligations, or liability of any kind against the other arising out of or related to the DFR
Order Form, including but not limited to claims for damages, fees, penalties, or other amounts. This
Agreement constitutes a full and final resolution of all matters related to the DFR Order Form between
the Parties.
4. NO ADMISSION
Nothing in this Agreement shall be construed as an admission of liability, wrongdoing, or fault by either
Party. The Parties enter into this Agreement solely for the purpose of resolving the matter amicably and
avoiding the expense and uncertainty of further dispute.
5. RETURN OF MATERIALS
The Parties acknowledge that no DFR hardware, software, or equipment was delivered to the City under
the DFR Order Form. Accordingly, neither Party is required to return materials.
6.AUTHORITY
Each Party represents and warrants that the individual executing this Agreement on its behalf has full
authority to do so and to bind the Party to the terms set forth herein.
7. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
Any dispute arising out of or related to this Agreement shall be resolved in the courts of the Fifteenth
Judicial Circuit in and for Palm Beach County, Florida.
8. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof
and supersedes all prior negotiations, representations, and understandings of the Parties relating to the
termination of the DFR Order Form.This Agreement may not be modified except by a written instrument
signed by both Parties.
9. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument. Electronic and digital signatures shall be
deemed valid and binding to the same extent as original signatures.
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the date first written above.
CITY OF YNTON BEACH, FLORIDA FLOCK GROUP, INC.
By: / By: ofler��deley
Name: cc ca. Stix lion Name:
Title: Mayan Title: Chief Legal Officer
Date: 1.I Il,j�o..L Date: 5/28/2026
APPROVED TO FORM A D L LITY:
By: /K
Shawna G. Lamb, City Attorney