# 2023-10 PCSO-Flock MSA Negotiated Across **October 3-25, 2023**, [[Tashika Keown]] (Pulaski County Lead Buyer) and [[Philip Nanni]] (Flock Safety Territory Sales Manager) negotiated red-line edits to Flock's standard Master Services Agreement. The negotiation thread is **appended to the executed contract record** (Pages 31-42 of [[Pulaski County Flock Safety MSA and Order Form (Contract 6764)|the WET SIGNATURE file]]) — preserved as part of the County's official contracting documentation. **The negotiation arc:** - **October 3, 2023:** Keown receives the Flock contract from Nanni (via [[Joe Garza]]'s forward); flags that Flock's hyperlinked Terms and Conditions are not usable for contracting and demands PDF. - **October 3, 2023 11:16 AM:** Keown articulates the **"ARBid terms control over the MSA"** procurement-law theory. - **October 4, 2023:** Keown sends red-line edits across MSA pages **12, 19, 21, 22, 23, 24, 25, 28, and 30** — i.e., 9 substantive pages spanning Definitions, Confidentiality, Data Use, Disclosure of Footage, Payment of Fees, Severability/Assignment, and Insurance. - **October 9 to October 23:** Flock's legal team (including referenced contributor Ifedayo Jegede) reviews and responds to red-lines. Iterative back-and-forth on sections 9.3 (Limitation of Liability) and 11.4 (Entire Agreement). - **October 23, 2023:** Flock approves all red-line edits. - **October 24, 2023:** Keown accepts section 9.3. - **October 25, 2023:** Flock sends clean copy for signature. The negotiated contract was subsequently DocuSign-countersigned by Flock General Counsel [[Mark Smith (Flock Safety General Counsel)|Mark Smith]] on November 28, 2023. ## Sources - [[Pulaski County Flock Safety MSA and Order Form (Contract 6764)]] — the production-overview source for the MSA and the appended negotiation thread. ## Significance This is the corpus's **most arms-length Flock-MSA negotiation** documented at an Arkansas jurisdiction. Where Conway PD and LRPD accepted Flock's standard MSA terms with minimal substantive modification (Conway via [[Sole-Source Procurement Language Avoidance|stripped-sole-source ordinance]] with vendor MSA appended; LRPD via [[Cooperative Purchasing Vehicle|cooperative-purchasing piggyback]] with a "business decision" CAO memo on EULA risks), Pulaski County's procurement office took 3 weeks of red-line work through 9 substantive MSA pages. The specific red-line edit content is not in the corpus — only the final clean executed version is included. Whether the County actually changed the Flock-favorable provisions on (e.g.) anonymized-data ML-training (§ 4.3), broad disclosure-of-footage (§ 5.3), or vendor-favorable limitation of liability (§ 9.1) is **unknown** without the red-line copy. The negotiation also documents the **"ARBid terms control" procurement-law theory** — Keown's October 3 position that ARBid-submitted bid terms have legal force independent of any subsequent MSA. Whether this position survived the final negotiated MSA's § 11.4 Entire Agreement clause is not in the corpus. The 3-week negotiation timeline (October 3-25) plus Flock's countersignature 5+ weeks later (November 28) means the executed contract entered legal effect approximately **8 weeks after the negotiation began** — a normal-pace large-vendor procurement timeline.