# Non-Appropriation Clause as Sales Tool A contract provision in vendor-government agreements that **lets a government customer exit the contract if the customer's appropriating body subsequently declines to fund the spend**. Routine and proper in municipal-finance practice; necessary because municipal officials generally cannot bind future legislative bodies to appropriate funds. Surfaces in the Conway corpus as a **sales tool**: Flock's Territory Sales Manager invoked it explicitly to enable a December 2024 contract signature *before* the Conway City Council had voted on the asset-forfeiture-funding pivot. ## How it appears in the corpus Single verbatim instance, from Brittney Hall (Flock) to Chris Harris (Chief), 2024-12-16 8:43 AM (per [[Morning - Procurement Pivot Thread]]): > "I have to ask to check the box since it's end of year :) but if we waive all of installation $5700, could you sign this month net 60 terms? **We have a non appropriation clause built into the contract that allows you out of contract if council denies it.** I can send you the msa to have legal look at it today." The sequencing context: the cameras had been **cut from the 2025 Conway city budget** on or before 2024-12-13 (Harris's "unexpectedly cut" email). The non-appropriation clause was offered as the mechanism by which Conway could sign the contract that month — closing Hall's quarterly sales quota — without waiting for the asset-forfeiture-funding decision Harris had pivoted to. ## Stakeholders - **Vendor sales** — uses the clause as a closing tool to neutralize appropriation-cycle risk. - **Agency executive** — gains immediate contracting authority despite open funding-source question. - **Appropriating body** — receives the post-hoc decision; can deny funding without contractual exposure to the agency. - **The public** — sees a contract executed before the legislative funding decision; whether this is procedurally compliant under Arkansas / Conway-specific law is a Tier-2 question. ## Notes - **In municipal finance generally**, non-appropriation clauses are routine and legally necessary. They are not in themselves evidence of improper procurement. The question for the Conway-Flock case is *how they are used* — as routine boilerplate (proper) or as a substantive vendor sales tool that displaces normal appropriation-before-contracting sequencing (improper or at least irregular). - **The Conway example tilts toward the latter:** 1. The funding question was open as of the December 2024 contract signature. 2. Hall explicitly markets the clause's contracting-before-appropriation utility. 3. The Council had already declined to appropriate the spend; the contract was executed under the assumption that the asset-forfeiture pivot would succeed at a later Council meeting. - **The clause warrants its own public synthesis.** A clean account of how routine non-appropriation language is being repurposed as a sales/closing tool — not just for Flock, but across municipal-surveillance vendors — would be timely and reusable. EFF, MuckRock, and 404 Media have all covered adjacent territory. - **Open question for Conway specifically:** The MSA / contract executed signature pages are not OCR'd in the corpus (per [[Flock Safety Order Form and Contract]] Open question #1). Pulling the unredacted contract with the non-appropriation clause text is a supplemental-FOIA candidate.