# MSA via Cameras Thread The **Master Services Agreement (MSA) is in the corpus** — preserved as an attachment (`MSA - AR - Conway PD - Law Enforcement Agreement.pdf`) to a 2026-02-26 thread Burningham initiated about **vandalism of Conway's Flock cameras** ("somebody is going around and cutting wires to the cameras"). Melissa Lee replied citing MSA Section 8.4 (Flock-not-liable-for-third-party-damage) and attached the full MSA "for your review." The OCR'd attachment runs from page 3 onward of the extracted .txt file and includes the load-bearing contract sections — most importantly **Section 11.15 (Non-Appropriation)** — that frame every other procurement document in the production. **Resolves the production overview's open question about the absent contract signature pages.** ## What's inside **Email exchange (2026-02-26):** Burningham → Lee: "We have had a couple of cameras damaged in town. It does not appear that any of ours have been messed with. It seems like somebody is going around and cutting wires to the cameras. This got my Chief to ask me, if somebody vandalizes the cameras, where does the cost of repair fall, on the department or with Flock?" Lee → Burningham: "According to the contract in section 8.4: **'FLOCK IS NOT LIABLE FOR ANY DAMAGES OR ISSUES ARISING FROM THIRD-PARTY DISTRIBUTIONS REQUESTED BY CUSTOMER.'** I have attached the contract for your review. If something did happen to the equipment, HERE is a link to the fee schedule so you can decide whether or not you all wanted to get it replaced." **Attached: full MSA text** — 18 pages OCR'd into the extracted .txt. Key sections surfaced verbatim: ### Section 8.4 — Damages from third-party distributions > "FLOCK IS NOT LIABLE FOR ANY DAMAGES OR ISSUES ARISING FROM THIRD-PARTY DISTRIBUTIONS REQUESTED BY CUSTOMER." ### Section 10.1 — Ownership of Hardware > "Flock Hardware is owned and shall remain the exclusive property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of this Agreement … Customer is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware … Should Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at Flock's discretion." ### Section 10.2 — Deployment Plan > "In the event that Flock determines that Flock Hardware will not achieve optimal functionality at a designated location, **Flock shall have final discretion to veto a specific location**, and will provide alternative options to Customer." ### Section 10.3 — Changes to Deployment Plan > Post-install changes (relocating, repositioning, mounting adjustments, removing foliage, replacement, pole-height changes) **incur a fee per the Flock reinstall fee schedule** (https://www.flocksafety.com/reinstall-fee-schedule). ### Section 11.4 — Entire Agreement > "None of Customer's purchase orders, authorizations or similar documents will alter the terms of this Agreement, and **any such conflicting terms are expressly rejected.**" ### Section 11.6 — Governing Law; Venue > "This Agreement shall be governed by the laws of the state in which the Customer is located." For Conway PD: Arkansas law, Arkansas venue. ### Section 11.8 — Publicity > "Upon prior written consent, Flock has the right to reference and use Customer's name and disclose the nature of the Services in business and development and marketing efforts." ### Section 11.10 — Export / FAR 889 compliance > "Flock is compliant with FAR Section 889 and **does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services** as a substantial or essential component of any system, or as critical technology as part of any Flock system." ### Section 11.15 — Non-Appropriation > "Notwithstanding any other provision of this Agreement, all obligations of the Customer under this Agreement which require the expenditure of public funds are conditioned on the availability of said funds appropriated for that purpose. To the extent applicable, **Customer shall have the right to terminate this Agreement for non-appropriation with thirty (30) days written notice without penalty or other cost.**" ### Exhibit B — Insurance - CGL: $1M / occurrence, $2M / aggregate (bodily injury, death, property damage, personal injury, contractual liability, contractors, broad-form, completed operations) - Workers Comp: statutory - E&O / Professional Liability: $5M / occurrence, $5M / aggregate - Auto Liability: $1M CSL (owned + non-owned + hired) - Cyber Liability: $5M / occurrence - E&O + Cyber **share a $5M aggregate per incident** (combined) ## Key takeaways - **The full MSA is in the corpus all along** — attached to a vandalism inquiry, not to any procurement-correspondence email. This is why earlier filename-based review missed it. Anyone searching for "contract" or "MSA" in filenames would not find this file; the filename is `Cameras.msg` and the OCR-on-attachment-PDF only surfaces the MSA text on full body inspection. - **Section 11.15 — Non-Appropriation — is the contractual basis for Brittney Hall's December 2024 sales pitch.** Hall surfaced this clause to enable Conway to sign before the Council had authorized the asset-forfeiture spend (see [[Morning - Procurement Pivot Thread]]). The clause is now textually anchored: 30-day written notice, no penalty, applies to "obligations … which require the expenditure of public funds." This is a standard municipal-finance non-appropriation provision, but its use as a closing tool in the December 2024 sales sequence is the substantive finding — see [[Non-Appropriation Clause as Sales Tool]]. - **Section 11.6 — Arkansas governs the contract.** Any dispute would be venued in Arkansas. This matters for any future enforcement question (e.g., if Conway wanted to challenge the MSA's non-appropriation or termination clauses). - **Section 10.1 — Flock owns the hardware.** Conway does not have title. The contract's "Camera-as-a-Service" framing is structurally accurate — Conway is subscribing to a service, not buying hardware. This matters for procurement-law analysis: a service-subscription does not typically trigger the same competitive-bid requirements as a capital-equipment purchase. - **Section 11.8 — Publicity is gated.** Flock can reference Conway PD by name only "Upon prior written consent." Whether Flock has obtained that consent and used the Conway deployment in marketing materials is an open external-research question. - **Section 8.4 — Vandalism cost falls on Conway.** When Burningham asked who pays for vandalized cameras, Lee answered the question by citing 8.4. The "third-party distributions requested by Customer" language is plausibly applicable but unusual — a more natural reading would be "third-party damage to Customer's property," but the actual contract language ties Flock's non-liability to customer-requested distributions, which is conceptually different. The application of 8.4 to vandalism is **Lee's interpretation**, not a verbatim contract case. - **Section 11.4 — Conway's PO cannot alter the contract.** Whatever purchasing-paperwork Conway runs to authorize payment, those terms are subordinate to the MSA. The contract Flock wrote controls. - **Cameras are being physically vandalized in Conway.** Burningham's email reports cable-cutting at non-CPD-owned cameras "in town" — likely the Home Depot or other private-business cameras shared into the CPD network. This is an operational note worth tracking but separate from the contract-text finding. ## People and orgs mentioned - [[Lt. Andrew Burningham]] — initiated the vandalism question; CC's the MSA receipt. - [[Melissa Lee]] — Flock CSM; sent the MSA attachment. - [[Flock Safety, Inc.]] — counterparty; MSA terms drafted by Flock. ## Concepts invoked - [[Flock Camera-as-a-Service Procurement Model]] - [[Non-Appropriation Clause as Sales Tool]] - [[Asset-Forfeiture Funding for Surveillance Procurement]] ## Events documented - [[2024-12 Contract Signed by Chief Harris via DocuSign]] — context (this MSA's signed counterpart). - *2026-02 cable-cutting vandalism of Flock-network cameras in Conway* — incidental event surfaced by this thread. ## Cross-references - [[Flock Safety Order Form and Contract]] — Exhibit A (the Order Form) executed under this MSA. - [[Contract to Legal Thread (Dec 2024 DocuSign)]] — the December 2024 thread where this MSA was sent to Burningham for "legal review" before Chief Harris signed. - [[Morning - Procurement Pivot Thread]] — the December 2024 procurement-pivot conversation that named the non-appropriation clause this MSA contains at 11.15. ## Open questions / follow-ups 1. **Executed-signature version of this MSA.** This file is the unsigned template. The DocuSign-executed version (with Harris's signature image, timestamp metadata, and any countersigned acknowledgment from Flock) is the further open question. The Conway PD supplemental request's Item E asks for the executed contract; the response should produce the signed version. 2. **Conway City Attorney legal-review record.** Hall's Dec 17 question ("able to send it to legal for review?") and Burningham's Dec 18 reply ("Chief was working on signing it") do not surface any City Attorney review record. Did one exist? Possible supplemental to the City Attorney. 3. **Vandalism cost dispute.** Burningham's "where does the cost of repair fall" inquiry was answered by citing 8.4. Did Conway PD subsequently pay for vandalism repairs out of the asset-forfeiture fund? Audit-log analytic or follow-up FOIA item. 4. **Section 11.8 (Publicity) usage.** Has Flock referenced Conway PD by name in marketing materials? An open external-research question. > [!note] Filename mismatch > Earlier review searched filenames for "contract," "Order Form," "MSA," etc. This MSA was attached to an email titled "Cameras" (vandalism subject). The lesson for future productions: attachments matter; read through all PDF attachments early; do not rely on email-subject keywords to identify substantive documents.