HomeMy WebLinkAboutContract 60693DocuSign Envelope ID: 11 BE1481-9A32-4345-84CB-39099E7BE609
Master Services Agreement CSC No. 60693
This Master Services Agreement (this "Agreement') is entered into by and between Flock
Group, Inc. with a place of business at 1170 Howell Mill Road NW Suite 210, Atlanta, GA 30318
("Flock") and the entity identified in the signature block ("Customer") (each a "Party," and
together, the "Parties") on this the 13 day of September 2023. This Agreement is effective on the
date of mutual execution ("Effective Date"). Parties will sign an Order Form ("Order Form")
which will describe the Flock Services to be performed and the period for performance, attached
hereto as Exhibit A. The Parties agree as follows:
RECITALS
WHEREAS, Flock offers a software and hardware situational awareness solution through
Flock's technology platform that upon detection is capable of capturing audio, video, image, and
recording data and provide notifications to Customer ("Notifications");
WHEREAS, Customer desires access to the Flock Services ( defined below) on existing
devices, provided by Customer, or Flock provided Flock Hardware (as defined below) in order to
create, view, search and archive Footage and receive Notifications, via the Flock Services;
WHEREAS, Customer shall have access to the Footage in Flock Services. Pursuant to
Flock's standard Retention Period (defined below) Flock deletes all Footage on a rolling thirty
(30)day basis, except as otherwise stated on the Order Form. Customer shall be responsible for
extracting, downloading and archiving Footage from the Flock Services on its own storage
devices; and
WHEREAS, Flock desires to provide Customer the Flock Services and any access
thereto, subject to the terms and conditions of this Agreement, solely for the awareness,
prevention, and prosecution of crime, bona fide investigations and evidence gathering for law
enforcement purposes, ("Permitted Purpose").
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AGREEMENT
NOW, THEREFORE, Flock and Customer agree that this Agreement, and any Order
Form, purchase orders, statements of work, product addenda, or the like, attached hereto as
exhibits and incorporated by reference, constitute the complete and exclusive statement of the
Agreement of the Parties with respect to the subject matter of this Agreement, and replace and
supersede all prior agreements, term sheets, purchase orders, correspondence, oral or written
communications and negotiations by and between the Parties.
1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-
referenced in this Section 1.
1.1 "Anonymized Data" means Customer Data permanently stripped of identifying details and
any potential personally identifiable information, by commercially available standards which
irreversibly alters data in such a way that a data subject (i.e., individual person or entity) can no
longer be identified directly or indirectly.
1.2 "Authorized End User(s)" means any individual employees, agents, or contractors of
Customer accessing or using the Services, under the rights granted to Customer pursuant to this
Agreement.
1.3 "Customer Data" means the data, media and content provided by Customer through the
Services. For the avoidance of doubt, the Customer Data will include the Footage.
1.4. "Customer Hardware" means the third-party camera owned or provided by Customer and
any other physical elements that interact with the Embedded Software and the Web Interface to
provide the Services.
1.5 "Embedded Software" means the Flock proprietary software and/or firmware integrated with
or installed on the Flock Hardware or Customer Hardware.
1.6 "Flock Hardware" means the Flock device(s), which may include the pole, clamps, solar
panel, installation components, and any other physical elements that interact with the Embedded
Software and the Web Interface, to provide the Flock Services as specifically set forth in the
applicable product addenda.
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1.7 "Flock IP" means the Services, the Embedded Software, and any intellectual property or
proprietary information therein or otherwise provided to Customer and/or its Authorized End
Users. Flock IP does not include Footage (as defined below).
1.8 "Flock Network End User(s)" means any user of the Flock Services that Customer authorizes
access to or receives data from, pursuant to the licenses granted herein.
19 "Flock Set�vices" means the provision of Flock's software and hardware situational awareness
solution, via the Web Interface, for automatic license plate detection, alerts, audio detection,
searching image records, video and sharing Footage.
1.10 "Footage" means still images, video, audio and other data captured by the Flock Hardware
or Customer Hardware in the course of and provided via the Flock Services.
1.11 "Hotlist(s)" means a digital file containing alphanumeric license plate related information
pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license plates,
vehicles owned or associated with wanted or missing person(s), vehicles suspected of being
involved with criminal or terrorist activities, and other legitimate law enforcement purposes.
Hotlist also includes, but is not limited to, national data (i.e., NCIC) for similar categories, license
plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult Alerts, and includes
manually entered license plate information associated with crimes that have occurred in any local
jurisdiction.
1.12 "Installation Services" means the services provided by Flock for installation of Flock
Services.
1.13 "Retention Period" means the time period that the Customer Data is stored within the cloud
storage, as specified in the product addenda.
1.14 "Vehicle Fingerprinfl'M" means the unique vehicular attributes captured through Services
such as: type, make, color, state registration, missing/covered plates, bumper stickers, decals, roof
racks, and bike racks.
1.15 "Web Interface" means the website(s) or application(s) through which Customer and its
Authorized End Users can access the Services.
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2. SERVICES AND SUPPORT
2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, non-transferable right
to access the features and functions of the Flock Services via the Web Interface during the Term,
solely for the Authorized End Users. The Footage will be available for Authorized End Users to
access and download via the Web Interface for the data retention time defined on the Order Form
("Retention Period"). Authorized End Users will be required to sign up for an account and select
a password and username ("User ID"). Customer shall be responsible for all acts and omissions of
Authorized End Users, and any act or omission by an Authorized End User which, including any
acts or omissions of authorized End user which would constitute a breach of this agreement if
undertaken by customer. Customer shall undertake reasonable efforts to make all Authorized End
Users aware of all applicable provisions of this Agreement and shall cause Authorized End Users
to comply with such provisions. Flock may use the services of one or more third parties to deliver
any part of the Flock Services, (such as using a third party to host the Web Interface for cloud
storage or a cell phone provider for wireless cellular coverage).
2.2 Embedded Software License. Flock grants Customer a limited, non-exclusive, non-
transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the
Embedded Software as it pertains to Flock Services, solely as necessary for Customer to use the
Flock Services.
2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health,
in order to improve performance and functionality. Flock will use commercially reasonable
efforts to respond to requests for support within seventy-two (72) hours. Flock will provide
Customer with reasonable technical and on-site support and maintenance services in-person, via
phone or by email at su�portn,flocksafetv.com (such services collectively referred to as "Support
Services ").
2.4 Upgrades to Platform. Flock may make any upgrades to system or platform that it deems
necessary or useful to (i) maintain or enhance the quality or delivery of Flock's products or
services to its agencies, the competitive strength of, or market for, Flock's products or services,
such platform or system's cost efficiency or performance, or (ii) to comply with applicable law.
Parties understand that such upgrades are necessary from time to time and will not diminish the
quality of the services or materially change any terms or conditions within this Agreement.
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2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock's provision of
the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any
third-party services required for Services are interrupted; (c) if Flock reasonably believe Services
are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or
attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance
("Service Interruption"). Flock will make commercially reasonable efforts to provide written
notice of any Service Interruption to Customer, to provide updates, and to resume providing
access to Flock Services as soon as reasonably possible after the event giving rise to the Service
Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any
loss of data or profits), or any other consequences that Customer or any Authorized End User may
incur as a result of a Service Interruption. To the extent that the Service Interruption is not caused
by Customer's direct actions or by the actions of parties associated with the Customer, the time
will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at
least one full day). For example, in the event of a Service Interruption lasting five (5) continuous
days, Customer will receive a credit for five (5) free days at the end of the Term.
2.6 Service Suspension. Flock may temporarily suspend Customer's and any Authorized End
User's access to any portion or all of the Flock IP or Flock Service if (a) there is a threat or attack
on any of the Flock IP by Customer; (b) Customer's or any Authorized End User's use of the
Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of
Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal
activities; (d) Customer has violated any term of this provision, including, but not limited to,
utilizing Flock Services for anything other than the Permitted Purpose; or (e) any unauthorized
access to Flock Services through Customer's account ("Service Suspension"). Customer shall not
be entitled to any remedy for the Service Suspension period, including any reimbursement,
tolling, or credit. If the Service Suspension was not caused by Customer, the Term will be tolled
by the duration of the Service Suspension.
2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other
hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In
the event any such hazardous materials are discovered in the designated locations in which Flock
is to perform services under this Agreement, Flock shall have the right to cease work
immediately.
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3. CUSTOMER OBLIGATIONS
3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a
User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated
registration information. Authorized End Users may not select as their User ID, a name that they
do not have the right to use, or any other name with the intent of impersonation. Customer and
Authorized End Users may not transfer their account to anyone else without prior written
permission of Flock. Authorized End Users shall not share their account username or password
information and must protect the security of the username and password. Unless otherwise stated
and defined in this Agreement, Customer shall not designate Authorized End Users for persons
who are not officers, employees, or agents of Customer. Authorized End Users shall only use
Customer-issued email addresses for the creation of their User ID. Customer is responsible for
any Authorized End User activity associated with its account. Customer shall ensure that
Customer provides Flock with up to date contact information at all times during the Term of this
agreement. Customer shall be responsible for obtaining and maintaining any equipment and
ancillary services needed to connect to, access or otherwise use the Flock Services. Customer
shall (at its own expense) provide Flock with reasonable access and use of Customer facilities and
Customer personnel in order to enable Flock to perform Services (such obligations of Customer
are collectively defined as "Customer Obligations").
3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants
that Customer shall use Flock Services only in compliance with this Agreement and all applicable
laws and regulations, including but not limited to any laws relating to the recording or sharing of
data, video, photo, or audio content.
4. DATA USE AND LICENSING
4.1 Customer Data. As between Flock and Customer, all right, title and interest in the Customer
Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited,
non-exclusive, royalty-free, irrevocable, worldwide license to use the Customer Data and perform
all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock does not
own and shall not sell Customer Data.
4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post,
upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages,
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text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information,
content, ratings, reviews, data, questions, suggestions, or other information or materials produced
by Customer ("Customer Generated Data"). Customer shall retain whatever legally cognizable
right, title, and interest in Customer Generated Data. Customer understands and acknowledges
that Flock has no obligation to monitor or enforce Customer's intellectual property rights of
Customer Generated Data. Customer grants Flock a non-exclusive, irrevocable, worldwide,
royalty-free, license to use the Customer Generated Data for the purpose of providing Flock
Services. Flock does not own and shall not sell Customer Generated Data.
4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer
Data and Customer Generated Data to the extent such anonymization renders the data non-
identifiable to create Anonymized Data to use and perform the Services and related systems and
technologies, including the training of machine learning algorithms. Customer hereby grants
Flock a non-exclusive, worldwide, perpetual, royalty-free right to use and distribute such
Anonymized Data to improve and enhance the Services and for other development, diagnostic and
corrective purposes, and other Flock offerings. Parties understand that the aforementioned license
is required for continuity of Services. Flock does not own and shall not sell Anonvmized Data.
5. CONFIDENTIALITY; DISCLOSURES
5.1 Confidentiality. To the extent required by any applicable public records requests, each Party
(the "Receiving Party") understands that the other Party (the "Disclosing Party") has disclosed or
may disclose business, technical or financial information relating to the Disclosing Party's
business (hereinafter referred to as "Propr�ietary Infor�mation" of the Disclosing Party).
Proprietary Information of Flock includes non-public information regarding features, functionality
and performance of the Services. Proprietary Information of Customer includes non-public data
provided by Customer to Flock or collected by Flock via Flock Services, which includes but is not
limited to geolocation information and environmental data collected by sensors. The Receiving
Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized
use of such Proprietary Information that the Party takes with its own proprietary information, but
in no event less than commercially reasonable precautions, and (ii) not to use (except in
performance of the Services or as otherwise permitted herein) or divulge to any third person any
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such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with
respect to any information that the Receiving Party can document (a) is or becomes generally
available to the public; or (b) was in its possession or known by it prior to receipt from the
Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d)
was independently developed without use of any Proprietary Information of the Disclosing Party.
Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary
Information pursuant to any judicial or governmental order, provided that the Receiving Party
gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. At the
termination of this Agreement, all Proprietary Information will be returned to the Disclosing
Party, destroyed or erased (if recorded on an erasable storage medium), together with any copies
thereof, when no longer needed for the purposes above, or upon request from the Disclosing
Party, and in any case upon termination of the Agreement. Notwithstanding any termination, all
confidentiality obligations of Proprietary Information that is trade secret shall continue in
perpetuity or until such information is no longer trade secret.
5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in
and to the Flock IP and its components, and Customer acknowledges that it neither owns nor
acquires any additional rights in and to the foregoing not expressly granted by this Agreement.
Customer further acknowledges that Flock retains the right to use the foregoing for any purpose in
Flock's sole discretion. Customer and Authorized End Users shall not: (i) copy or duplicate any of
the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or
perceive the source code from which any software component of any of the Flock IP is compiled
or interpreted, or apply any other process or procedure to derive the source code of any software
included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP,
or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to
interfere in any manner with the functionality or proper working of any of the Flock IP; (v)
remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on
or contained within the Flock Services or Flock IP; (vi) use the Flock Services for anything other
than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise
transfer, convey, pledge as security, or otherwise encumber, Customer's rights. There are no
implied rights.
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5.3 Disclosure of Footage. Subject to and during the Retention Period, Flock may access, use,
preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or
third parties, if legally required to do so or if Flock has a good faith belief that such access, use,
preservation or disclosure is reasonably necessary to comply with a legal process, enforce this
Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or
emergency situations.
6. PAYMENT OF FEES
6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order
Form based on the billing structure and payment terms as indicated in the Order Form. If
Customer believes that Flock has billed Customer incorrectly, Customer must contact Flock no
later than thirty (30) days after the closing date on the first invoice in which the error or problem
appeared to receive an adjustment or credit. Customer acknowledges and agrees that a failure to
contact Flock within this period will serve as a waiver of any claim. If any undisputed fee is more
than thirty (30) days overdue, Flock may, without limiting its other rights and remedies, suspend
delivery of its service until such undisputed invoice is paid in full. Flock shall provide at least
thirty (30) days' prior written notice to Customer of the payment delinquency before exercising
any suspension right.
6.2 Notice of Changes to Fees. Flock reserves the right to change the fees for subsequent
Renewal Terms by providing sixty (60) days' notice (which may be sent by email) prior to the
end of the Initial Term or Renewal Term (as applicable).
6.3 Late Fees. If payment is not issued to Flock by the due date of the invoice, an interest penalty
of 1.0% of any unpaid amount may be added for each month or fraction thereafter, until final
payment is made.
6.4 Taxes. Customer is responsible for all taxes, levies, or duties, excluding only taxes based on
Flock's net income, imposed by taXing authorities associated with the order. If Flock has the
legal obligation to pay or collect taxes, including amount subsequently assessed by a taxing
authority, for which Customer is responsible, the appropriate amount shall be invoice to and paid
by Customer unless Customer provides Flock a legally sufficient tax exemption certificate and
Flock shall not charge customer any taxes from which it is exempt. If any deduction or
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withholding is required by law, Customer shall notify Flock and shall pay Flock any additional
amounts necessary to ensure that the net amount that Flock receives, after any deduction and
withholding, equals the amount Flock would have received if no deduction or withholding had
been required.
7. TERM AND TERMINATION
7.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order
Form (the "Term"). Following the Term, unless otherwise indicated on the Order Form, 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.
7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any
applicable Flock Hardware at a commercially reasonable time period. In the event of any material
breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end
of the Term by giving thirty (30) days prior written notice to the breaching Party; provided,
however, that this Agreement will not terminate if the breaching Party has cured the breach prior
to the expiration of such thirty (30) day period ("Cure Period"). Either Party may terminate this
Agreement (i) upon the institution by or against the other Party of insolvency, receivership or
bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of
creditors, or (iii) upon the other Party's dissolution or ceasing to do business. In the event of a
material breach by Flock, and Flock is unable to cure within the Cure Period, Flock will refund
Customer a pro-rata portion of the pre-paid fees for Services not received due to such termination.
7.3 SurvivaL The following Sections will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 11.1 and
11.6.
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8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER
8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded
Software (a "DefecP'), Customer must notify Flock's technical support team. In the event of a
Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective
Flock Hardware at no additional cost to the Customer. Flock reserves the right, in its sole
discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or testing
within a commercially reasonable time, but no longer than seven (7) business days after Customer
gives notice to Flock.
8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may
request a replacement of Flock Hardware at a fee according to the reinstall fee schedule
(https://www.flocksafetv.com/reinstall-fee-schedule). In the event that Customer chooses not to
replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that (1) Flock
Services will be materially affected, and (2) that Flock shall have no liability to Customer
regarding such affected Flock Services, nor shall Customer receive a refund for the lost, damaged,
or stolen Flock Hardware.
8.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to
maintain the Services in a manner which minimizes errors and interruptions in the Services and
shall perform the Installation Services in a professional and workmanlike manner. Services may
be temporarily unavailable for scheduled maintenance or for unscheduled emergency
maintenance, either by Flock or by third-party providers, or because of other causes beyond
Flock's reasonable control, but Flock shall use reasonable efforts to provide advance notice in
writing or by e-mail of any scheduled service disruption.
8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER'S
SOLE REMEDY, AND FLOCK'S SOLE LIABILITY, WITH RESPECT TO DEFECTS.
FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR
ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT
MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET
FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND FLOCK
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
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PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS DISCLAIMER ONLY
APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE
MENTIONED IN SECTION 11.6.
8.5 Insurance. Flock will maintain commercial general liability policies as stated in EXhibit B.
8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance
from any cause beyond their control, including, but not limited to acts of God, changes to law or
regulations, embargoes, war, terrorist acts, pandemics (including the spread of variants), issues of
national security, acts or omissions of third-party technology providers, riots, fires, earthquakes,
floods, power blackouts, strikes, supply chain shortages of equipment or supplies, financial
institution crisis, weather conditions or acts of hackers, internet service providers or any other
third party acts or omissions.
9. LIMITATION OF LIABILITY; INDEMNITY
9.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,
FLOCK, ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND
EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED
THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT
LIABILITY, OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR
BUSINESS 1NTERRUPTION; (B)1NCOMPLETE, CORRUPT, OR 1NACCURATE DATA; (C)
COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D)
FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR
REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY
TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH
AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID
AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS
AGREEMENT 1N THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT
GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF
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LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE
GOVERNING LAW OF THE STATE REFERENCED IN SECTION 10.6.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING
LIMITATIONS OF LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) INDENINIFICATION
OBLIGATIONS.
9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for
the acts and omissions of its own employees, officers, or agents, in connection with the
performance of their official duties under this Agreement. Each Party to this Agreement shall be
liable for the torts of its own officers, agents, or employees.
9.3 Flock Indemnity. Flock shall indemnify and hold harmless Customer, its agents and
employees, from liability of any kind, including claims, costs (including defense) and expenses,
on account of: (i) any copyrighted material, patented or unpatented invention, articles, device or
appliance manufactured or used in the performance of this Agreement; or (ii) any damage or
injury to property or person directly caused by Flock's installation of Flock Hardware, eXcept for
where such damage or injury was caused solely by the negligence of the Customer or its agents,
officers or employees. Flock's performance of this indemnity obligation shall not exceed the fees
paid and/or payable for the services rendered under this Agreement in the preceding twelve (12)
months.
10. INSTALLATION SERVICES AND OBLIGATIONS
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, except as otherwise specifically set forth in this Agreement. Except as otherwise
eXpressly stated in this Agreement, Customer is not permitted to remove, reposition, re-install,
tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Customer
agrees and understands that in the event Customer is found to engage in any of the foregoing
restricted actions, all warranties herein shall be null and void, and this Agreement shall be subject
to unmediate termination for material breach by Customer. Customer shall not perform any acts
which would interfere with the retention of title of the Flock Hardware by Flock. Should
Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at
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Flock's discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock's
rights to any damages Flock may sustain as a result of Customer's default and Flock shall have
the right to enforce any other legal remedy or right.
10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock
Hardware for optimal product functionality, as conditions and locations allow. Flock will
collaborate with Customer to design the strategic geographic mapping of the location(s) and
implementation of Flock Hardware to create a deployment plan ("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.
10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent
requested changes to the Deployment Plan, including, but not limited to, relocating, re-
positioning, adjusting of the mounting, removing foliage, replacement, changes to heights of poles
will incur a fee according to the reinstall fee schedule located at
(htt�s://www.flocksafetv.com/reinstall-fee-schedule). Customer will receive prior notice and
confirm approval of any such fees.
10.4 Customer Installation Obligations. Customer is responsible for any applicable
supplementary cost as described in the Customer Implementation Guide, attached hereto as
Exhibit C("Customer Obligations"). Customer represents and warrants that it has, or shall
lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the
Flock Hardware at the designated locations and to make any necessary inspections or
maintenance in connection with such installation.
10.5 Flock's Obligations. Installation of any Flock Hardware shall be installed in a professional
manner within a commercially reasonable time from the Effective Date of this Agreement. Upon
removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary
wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for the
length of the Term. Flock may use a subcontractor or third party to perform certain obligations
under this agreement, provided that Flock's use of such subcontractor or third party shall not
release Flock from any duty or liability to fulfill Flock's obligations under this Agreement.
1L MISCELLANEOUS
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11.1 Compliance With Laws. Parties shall comply with all applicable local, state and federal
laws, regulations, policies and ordinances and their associated record retention schedules,
including responding to any subpoena request(s).
11.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that
provision will be limited or eliminated to the minimum extent necessary so that this Agreement
will otherwise remain in full force and effect.
11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party,
without prior consent. Notwithstanding the foregoing, either Party may assign this Agreement,
without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any
purchaser of all or substantially all of such Party's assets or to any successor by way of inerger,
consolidation or similar transaction.
11.4 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee
schedule (htt�s://www.flocksafet,y.com/reinstall-fee-schedule), and any attached exhibits are the
complete and exclusive statement of the mutual understanding of the Parties and supersedes and
cancels all previous or contemporaneous negotiations, discussions or agreements, whether written
and oral , communications and other understandings relating to the subject matter of this
Agreement, and that all waivers and modifications must be in a writing signed by both Parties,
except as otherwise provided herein. 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. Any mutually agreed upon future purchase order is subject to these legal terms
and does not alter the rights and obligations under this Agreement, except that future purchase
orders may outline additional products, services, quantities and billing terms to be mutually
accepted by Parties. In the event of any conflict of terms found in this Agreement or any other
terms and conditions, the terms of this Agreement shall prevail. Customer agrees that Customer's
purchase is neither contingent upon the delivery of any future functionality or features nor
dependent upon any oral or written comments made by Flock with respect to future functionality
or feature.
11.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of
this Agreement and Parties do not have any authority of any kind to bind each other in any respect
whatsoever. Flock shall at all times be and act as an independent contractor to Customer.
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11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the state in
which the Customer is located. The Parties hereto agree that venue would be proper in the chosen
courts of the State of which the Customer is located. The Parties agree that the United Nations
Convention for the International Sale of Goods is excluded in its entirety from this Agreement.
11.7 Special Terms. Flock may offer certain special terms which are indicated in the proposal
and will become part of this Agreement, upon Customer's prior written consent and the mutual
execution bv authorized representatives ("Special Terms"). To the extent that any terms of this
Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control.
11.8 Publicity. Flock has the right to reference and use Customer's name and trademarks and
disclose the nature of the Services in business and development and marketing efforts.
11.9 Feedback. If Customer or Authorized End User provides any suggestions, ideas,
enhancement requests, feedback, recommendations or other information relating to the subject
matter hereunder, Agency or Authorized End User hereby assigns to Flock all right, title and
interest (including intellectual property rights) with respect to or resulting from any of the
foregoing.
11.10 Export. Customer may not remove or export from the United States or allow the export or
re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of
any restrictions, laws or regulations of the United States Department of Commerce, the United
States Department of Treasury Office of Foreign Assets Control, or any other United States or
foreign Customer or authority. As defined in Federal Acquisition Regulation ("FAR"), section
2.101, the Services, the Flock Hardware and Documentation are "commercial items" and
according to the Department of Defense Federal Acquisition Regulation ("DFAR") section
252.2277014(a)(1) and are deemed to be "commercial computer software" and "commercial
computer software documentation." 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. Consistent with
DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release,
performance, display, or disclosure of such commercial software or commercial software
documentation by the U.S. Government will be governed solely by the terms of this Agreement
and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
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11.11 Headings. The headings are merely for organization and should not be construed as adding
meaning to the Agreement or interpreting the associated sections.
11.12 Authority. Each of the below signers of this Agreement represent that they understand this
Agreement and have the authority to sign on behalf of and bind the Parties they are representing.
11.13 Conflict. In the event there is a conflict between this Agreement and any applicable statement
of work, or Customer purchase order, this Agreement controls unless explicitly stated otherwise.
11.14 Morality. In the event Customer or its agents become the subject of an indictment,
contempt, scandal, crime of moral turpitude or similar event that would negatively impact or
tarnish Flock's reputation, Flock shall have the option to terminate this Agreement upon prior
written notice to Customer.
11.15 Notices. All notices under this Agreement will be in writing and will be deemed to have
been duly given when received, if personally delivered; when receipt is electronically confirmed,
if transmitted by email; the day after it is sent, if sent for next day delivery by recognized
overnight delivery service; and upon receipt to the address listed on the Order Form (or, if
different, below), if sent by certified or registered mail, return receipt requested.
11.16 Non-Appropriation. Notwithstanding any other provision of this Agreement, all
obligations of the Customer under this Agreement which require the expenditure of funds are
conditioned on the availability of funds appropriated for that purpose. Customer shall have the
right to terminate this Agreement for non appropriation with thirty (30) days written notice
without penalty or other cost.
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FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: legal @flocksafety. com
Customer NOTICES ADDRESS: City of Fort Worth
ADDRESS: 200 Texas Street, Fort Worth, TX 76102
ATTN: Assistant City Manager, Valerie Washington
EMAIL: with copy to Fort Worth City Attorney's Office at same address
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oc sa e
EXHIBIT A
ORDER FORM
Customer:
Legal Entity Name:
Accounts Payable Email:
Address:
TX - Fort Worth PD
TX - Fort Worth PD
joe. shipp@fortworthtexas.gov
200 Texas Street
erp - Lower Level, Room T-105 Fort Worth,
Texas 76102
Initial Term: 24 Months
Renewal Term: 24 Months
Payment Terms: Net 30
Billing Frequency: Annual Plan - First Year Invoiced at Signing.
Retention Period: 30 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Flock Safety Platform
Flock Safety Audio Products
Plock Safety Raven �- Imi
Professional Services and One Time Purchases
One Time Fees
Included
0
Subtotal Year 1:
Annual Recurring Subtotal:
Estimated Tax:
Contract Total:
�35,000.00
Included
$35,000.00
$35,000.00
$0.00
$70,000.00
Taxes shown above are provided as an estimate. Actua7 taxes are �he responsibi7iry of zhe Custonier. This Agreement will automadcal7y renew for sz�ccessive
r•eneiti�al ter•ms of the greater• of one year- or• the length set forth on the Or•der Form (each, a"Renewal Term ) isnless eather Par•ty gives the other Par•ty
notice of non-reneu�al at least thirry (30J days prior• to the end of the then-current term.
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Billin� Schedule
v�a�� i
At Contract Signing $35,000.00
Annual Recurring after Year 1 $35,000.00
Contract Total $70,000.00
*Tax not included
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Product and Services Description
An audio dctcction dcvicc that providcs rcal-timc alcrting to law I'hc'I"crm shall commcncc upon first installation and validation of Flock
Flock Safctp RavcnC cnforccmcnt bascd on programmcd audio cvcnts [[ardwarc.
Installation on exis�ing One-Lime Professional Services engagemenL Includes site & salety assessment, camera setup & testing, and shipping & handling in accordance �vilh
infrastruclure the Plock Salety Advanced Implementalion Service Brief.
Professional Services - Standard On�time Professional Services engagement Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance
Implementation Fee with the Flock Safety Standard Implementation Service Brief.
Professional Services - One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with
Advanced Implementation Fee the Flock Safety Advanced Implementation Service Brief.
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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 Master Services Agreement attached. The Parties have executed this
Agreement as of the dates set forth below.
FLOCK GROUP, INC.
By:
Mark Smith Name:
Title: General counsel
Date: 12/15/2023
Customer: City of Fort Worth
By: Valerie Washington (Jan 4, 202411:51 CST)
Valerie Washington Name:
Assistant City Manager Title:
Date: Jan 4, 2024
PO Number:
[Executed effective as of the date signed by the Assistant City Manager above.]/ [ACCEPTED AND AGREED:]
-CITY OF FORT \VORTH INTERJ AL RO TING PROCESS:
App,:r-o7\•al Recommended:
By:
Name: Ke'lo-in Gunn
Titl�: °I:)ire,ctor, IT Soh1tion:s
Appro,,ed-as to F-orm and Legality:
.By:�� N�e: Taylor ];>'aris
Title: ,Assistant City Attorney
Contract _A.uithmization:
M&C:: 23-09.95
A.])p,rnv·ed: 11128/2023
F onn 1295: 2-02::}-1082410 . • ,
Contract Compliance 1\fanager:
By sigrun� I ac.knowl(')dg,e that. I am the person
responsible: for the monito,ring and _adnunistrati.on
of this .contract, iudud:ihir ensuring ail
_pei:forn'iance and reporting requirements_
By-: Steven Vandever (Dec 18, 2023 09:21 CST)
Name, Steven Vandever
.Title:: Sr. IT S0lutions _lianager
City Secretary:
By: Name: Ja.unette Goodall
Titfo: City Segetary
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EXHIBIT B
INSURANCE
Required Coverage. Flock shall procure and maintain for the duration of this Agreement
insurance against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the services under this Agreement and the results of that work
by Flock or its agents, representatives, employees or subcontractors. Insurance shall be placed
with insurers with a current A. M. Best rating of no less than "A" and "VII". Flock shall obtain
and, during the term of this Agreement, shall maintain policies of professional liability (errors and
omissions), automobile liability, and general liability insurance for insurable amounts of not less
than the limits listed herein. The insurance policies shall provide that the policies shall remain in
full force during the life of the Agreement. Flock shall procure and shall maintain during the life
of this Agreement Worker's Compensation insurance as required by applicable State law for all
Flock employees.
Types and Amounts Required. Flock shall maintain, at minimum, the following insurance
coverage for the duration of this Agreement:
(i) Commercial General Liability insurance written on an occurrence basis with minimum limits
of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the
aggregate for bodily injury, death, and property damage, including personal injury, contractual
liability, independent contractors, broad-form property damage, and product and completed
operations coverage;
(ii) Umbrella or Excess Liability insurance written on an occurrence basis with minimum limits
of Ten Million Dollars ($10,000,000) per occurrence and Ten Million Dollars ($10,000,000) in
the aggregate;
(iii) Professional Liability/Errors and Omissions insurance with minimum limits of Five
Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the
aggregate;
(iv) Commercial Automobile Liability insurance with a minimum combined single limit of One
Million Dollars ($1,000,000) per occurrence for bodily injury, death, and property coverage,
including owned and non-owned and hired automobile coverage; and
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(v) C�ber Liability insurance written on an occurrence basis with minimum limits of Five
Million Dollars ($5,000,000).
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ADDENDUM TO THE MASTER SERVICES AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
FLOCK GROUP, INC.
This Addendum to the Master Services Agreement ("Addendum") is entered into by and
between Flock Group, Inc. ("Vendor") and the City of Fort Worth ("City"), collectively the
"parties."
The Contract documents shall include the following:
L The Master Services Agreement; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Master Services Agreement,
referred to herein as (the "Agreement"), the parties stipulate by evidence of execution of this
Addendum below by a representative of each party duly authorized to bind the parties hereto, that
the parties hereby agree that the provisions in this Addendum below shall be applicable to the
Agreement as follows:
1. Term. The Agreement shall commence upon the date signed by the Assistant City
Manager below (`Bffective Date") and shall expire no later than December 8, 2024 ("Expiration
Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise
extended by the parties. This Agreement may be renewed for ten (10) one-year renewal periods at
the City's option, each a"Renewal Term." As may be necessary and as determined by the City in
its sole discretion, the City to issue payment to Vendor for any renewal term up to 30 days prior
to its effective date. The City shall provide Vendor with written notice of its intent to renew at
least thirty (30) days prior to the end of each term.
2. Termination.
a.
b. Breach. If either party commits a material breach of the Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach thirty (30) calendar days
after receipt of notice from the non-breaching party, or other time frame as agreed to by
the parties. If the breaching party fails to cure the breach within the stated period of time,
the non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, unmediately terminate the Agreement by giving
written notice to the breaching party.
c. Fiscal Fundin�. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
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d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine-readable format or other format deemed acceptable to City.
3. Attornevs' Fees, Penalties, and Liquidated Dama�es. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions, the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently
demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the
linked terms and conditions are hereby deleted and void.
6. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by
Governmental Units," is self-insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Vendor.
7. Soverei�n Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall ha�e no force or effect.
8. Indemnitv. To the extent the Agreement, in any way, requires City to indemnify or
hold Vendor or any third party harmless from damages of any kind or character, City objects to
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these terms and any such terms are hereby deleted from the Agreement and shall have no force or
effect.
9. IP Indemnification. Vendor agrees to indemn°y, defend, settle, or pay, at its
own cost and expense, including the payment of attorney's fees, any claim or action against
the City for infringement of any patent, copyright, trade mark, service mark, trade secret,
or other intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with the Agreement, it being understood that the agreement to
indemn°y, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section 8, Vendor shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest,
and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under the Agreement, the City shall have the sole
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under the
Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof
is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECiJRED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
10. Data Breach. Vendor further agrees that it will monitor and test its data
safeguards from time to time, and further agrees to adjust its data safeguards from time to
time in light of relevant circumstances or the results of any relevant testing or monitoring. If
Vendor suspects or becomes aware of any unauthorized access to any financial or personal
identifiable information ("Personal Data") by any unauthorized person or third party, or
becomes aware of any other security breach relating to Personal Data held or stored by
Vendor under the Agreement or in connection with the performance of any services
performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall
immediately notify City in writing and shall fully cooperate with City at Vendor's expense
to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully
and immediately comply with applicable laws, and shall take the appropriate steps to remedy
such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their
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respective officers, directors, employees and agents, harmless from and against any and all
claims, suits, causes of action, liability, loss, costs and damages, including reasonable
attorney fees, arising out of or relating to any third-party claim arising from breach by
Vendor of its obligations contained in this Section, except to the extent resulting from the
acts or omissions of City. All Personal Data to which Vendor has access under the
Agreement, as between Vendor and City, will remain the property of City. City hereby
consents to the use, processing and/or disclosure of Personal Data only for the purposes
described herein and to the extent such use or processing is necessary for Vendor to carry
out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work,
or as required by law. Vendor will not transfer Personal Data to third parties other than
through its underlying network provider to perform its obligations under the Agreement,
unless authorized in writing by City. Vendor's obligation to defend, hold harmless and
indemn°y City shall remain in full effect if the Data Breach is the result of the actions of a
third party. All Personal Data delivered to Vendor shall be stored in the United States or
other jurisdictions approved by City in writing and shall not be transferred to any other
countries or jurisdictions without the prior written consent of City.
11. No Mandatory Arbitration. To the extent the Agreement requires mandatory
arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted
from the Agreement and shall have no force or effect.
12. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is
sufficient for purposes of the Agreement only.
13. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
14. Public Information. City is a government entity under the laws of the State of Texas
and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. To the extent the Agreement requires that City maintain records in violation of
the Act, City hereby objects to such provisions and such provisions are hereby deleted from the
Agreement and shall have no force or effect. In the event there is a request for information marked
Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of
Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
TeXas or by a court of competent jurisdiction.
15. Addendum Controllin�. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum shall control.
16. Network Access.
a. Citv Network Access. If Vendor, and/or any of its employees, officers,
agents, servants or subcontractors (for purposes of this section "Vendor Personnel"),
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requires access to the City's computer network in order to provide the services herein,
Vendor shall execute and comply with the Network Access Agreement which is attached
hereto as Exhibit "A" and incorporated herein for all purposes.
b. Federal Law Enforcement Database Access. If Vendor, or any Vendor
Personnel, requires access to any federal law enforcement database or any federal criminal
history record information system, including but not limited to Fingerprint Identification
Records System ("FIRS"), Interstate Identification Index System ("III System"), National
Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law
Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined
in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of
providing services for the administration of criminal justice as defined therein on behalf of
the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply
with the Criminal Justice Information Services Security Policy and CFR Part 20, as
amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice
Information Services Security Addendum. No changes, modifications, alterations, or
amendments shall be made to the Security Addendum. The document must be executed as
is, and as approved by the Texas Department of Public Safety and the United States
Attorney General.
17. Immigration Nationalitv Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under the Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City
with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under the Agreement. Vendor shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S
EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice
to Vendor, shall have the right to immediately terminate the Agreement for violations of this
provision by Vendor.
18. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with
a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor
certifies that T�endor's signature provides written verification to City that Vendor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the Agree7nent.
19. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years
after final payment under the Agreement, ha�e access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to the
Agreement. Vendor agrees that City shall have access during normal working hours to all
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necessary books, documents, papers and records of Vendor involving transactions relating to the
Agreement. . City shall give Vendor reasonable advance notice of intended audits.
20. Prohibition on Bovcottin� Energ,v Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly
or partly from public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification from the company that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. To the
extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Agreement.
21. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, the City is prohibited from entering into a contract for goods or services that
has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City
with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certiiies that Vendor's signature provides written verification to the City that
Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or
firearm trade association during the term of this Agreement.
22. Insurance.
11. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
1.1.1. Commercial General Liability:
1.1.1.1. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate; or
1.1.1.2. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Covera�e in the amount of $4,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injury.
1.1.13. Defense costs shall be outside the limits of liability.
1.1.2. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
1.13. Technology Liability (Errors & Omissions)
1.13.1. Combined limit of not less than $2,000,000 per occurrence;
Addendum to Master Services Agreement Page 6 of 9
DocuSign Envelope ID: 11BE1481-9A32-4345-84CB-39099E7BE609
$4million aggregate or
1.13.2. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate and Umbrella Covera�e in the amount of $4,000,000.
Umbrella policy shall contain a follow-form provision and shall include coverage
for personal and advertising injury. The umbrella policy shall cover amounts for
any claims not covered by the primary Technology Liability policy. Defense costs
shall be outside the limits of liability.
1.13 3. Coverage shall include, but not be limited to, the following:
1.1.3.3.1.
1.1.3.3.2.
1.1.3.3.3.
virus;
1.1.3.3.4.
adjudication language;
Failure to prevent unauthorized access;
Unauthorized disclosure of information;
Implantation of malicious code or computer
Fraud, Dishonest or Intentional Acts with final
1.1.33.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Vendor under this
Agreement;
1.133.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is e�austed. Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Vendor and may not exceed $50,000
without the written approval of the City. Coverage shall be claims-made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance, or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
City.
1.1.33.7. Any other insurance as reasonably requested by
1.2. General Insurance Requirements:
1.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
Addendum to Master Services Agreement Page 7 of 9
DocuSign Envelope ID: 11BE1481-9A32-4345-84CB-39099E7BE609
1.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
1.23. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
1.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
1.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
1.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
(signature page follows)
Addendum to Master Services Agreement Page 8 of 9
DocuSign Envelope ID: 11 BE1481-9A32-4345-84CB-39099E7BE609
Executed effective as of the date signed by the Assistant City Manager below.
City:
By: Valerie Washington (Jan 4, 202411:51 CST)
Name: Valerie Washington
Title: Assistant City Manager
Date: Jan 4, 2024
Flock Group, Inc.:
�DocuSigned by:
By: L�,;}�Name: Mar m,
Title: General counsel
Date: 12/15/2023
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name: Kevin Gunn
Title: Director, IT Solutions Department
Approved as to Form and Legality:
��By: /-
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: 23-0995
Approved: 11/28/2023
Form 1295: 2023-1082470
Addendum to Master Services Agreement
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
By: Steven Vandever (Dec 18, 2023 09:21 CST)
Name: Steven Vandever
Title: Sr. IT Solutions Manager
City Secretary:
By: r 1
�
Name: Jannette S. Goodall
Title: City Secretary
Page 9 of9
M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
DATE:
CODE:
11/28/2023 REFERENCE **M&C 23-
NO.: 0995
C TYPE: CONSENT
LOG NAME:
PUBLIC
HEARING:
Page 1 of 4
Official site of the City of Fort Worth, Texas
��RT��+ORTII
_��-
04FLOCK GROUP
AMENDMENT AND RAVEN
SOFTWARE
NO
SUBJECT: (ALL) Authorize Amendment to City Secretary Contract No. 55013 with Flock Group, Inc.
to Clarify the Number of Devices in Use, the Associated License Terms and Pricing for
Each Device, Ensure Compliance with the City's Encroachment Ordinance, and Clarify
the Total Spend Authorized by Council; Authorize a Separate, Sole Source, Agreement
with Flock Group, Inc. for its Raven Audio Detection System in the Amount of $70,000.00
for a Two-Year Term with Renewals; Waive the Associated Development Fees for
Installation, and Find a Public Purpose and Adequate Controls Exist
RECOMMENDATION:
It is recommended that the City Council:
2.
3
Authorize an amendment to City Secretary Contract No. 55013 with Flock Group, Inc. to
clarify the number of license plate reader cameras that are in circulation and use by the City;
to clarify the associated license terms and pricing for each device that is connected to the
Flock software; to ensure compliance with the City's encroachment ordinance, and to clarify
the total spend authorized by Council;
Authorize a separate, sole source, agreement with Flock Group, Inc. for the use of the Raven
gunshot detection array and system in the amount of $35,000.00 annually, and up to
$70,000.00 for the initial two-year term, after the City receives appropriate credits; and
Authorize to waive the associated development fees for installation of the license plate
reader cameras and Raven audio detection devices in the City's right of way, and find that a
public purpose and that adequate controls exist for the waiver of the development fees.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to clarify steps taken related to City
Secretary Contract (CSC) No. 55013 with Flock Group, Inc. (Flock) and clarify the number of Flock
devices in use and their associated fees. Further, the purpose of this M&C is to provide the City
Council with information related to the Raven gunshot detection system and request authorization for
a separate sole source Agreement with Flock. Finally, this M&C is necessary to authorize the
execution of a Right-of-Way Use Agreement and to ensure the City, and Flock, comply with the City's
encroachment ordinance when installing cameras and audio devices in the City's right of way, to
waive the development fees associated with that installation, and to find that a public purpose and
adequate controls exist.
Background
In 2020, the Purchasing Division, with the Information and Technology Solutions Department (ITS),
held a formal Request for Proposal (RFP) No. 20-0128 for automated license plate reader cameras.
The RFP was for infrastructure free stationary cameras that could read license plates under specified
conditions. A team made up of inembers from the Fort Worth Police Department (FWPD) and ITS
reviewed the responses to the RFP and Flock was the vendor awarded the contract.
On November 17, 2020, through M&C 20-0842, the City Council authorized an agreement with Flock
in an amount up to $500,000.00 annually to purchase automated license plate camera readers for ITS
on behalf of FWPD, with an initial term of one year and nine annual renewal options. The total cost of
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M&C Review
Page 2 of 4
$500,000.00 included initial one-time fees for the purchase of at least 48 cameras and 3 years of
service for the annual subscription related to the Flock software that enables the cameras to detect
and read license plates. On December 9, 2020, the City executed CSC No. 55013 (Agreement) and
leased 48 cameras for a usage fee of $96,000.00 and a one-time installation fee of $12,000.00. The
cameras were installed primarily on existing City infrastructure but a small number were installed on
Flock owned poles in the City's right-of-way.
On August 17, 2021, through M&C 21-0567, the City Council authorized an amendment to the
Agreement to increase the total compensation amount by $125,000.00 for a new annual amount of
$625,000.00 for the purchase of additional automated license plate reader cameras for use by the City
of Fort Worth Code Compliance Department related to litter detection. Thereafter, on October 4, 2021,
the City executed Amendment No. 1 to CSC No. 55013 to increase the total compensation in
accordance with the council authority. The Agreement was amended a second time on June 24, 2022
to revise the pricing schedule and renew the Agreement for an additional one-year term from
December 9, 2021 to December 8, 2022. The Agreement is currently in its second renewal term and
set to expire December 8, 2023, unless renewed for a third renewal term by the mutual agreement of
the parties.
In May of 2023, while installing a camera, Flock contractors nearly contacted a water line while
digging in the City's right-of-way to install a pole to hold a Flock camera. This incident led to the
discovery that: (1) the Agreement does not accurately reflect the number of cameras in use or fees
charged to the City; and (2) the use of the City's right-of-way for installation has not followed the
requirements of the City's encroachment ordinance. Further, it was discovered that the majority of the
funds authorized by council in the previous M&Cs have not been used to purchase cameras, but,
instead, are being used for the associated software license fees with Flock. The majority of the
cameras in use today are City-owned cameras built by the FWPD, after the FWPD acquired the parts
through existing contracts, and incorporated into the Flock system. This cheaper approach has
allowed the FWPD to employ additional cameras within the Flock system under the existing council
authority. However, the contract did not clearly reflect the actual implementation described above.
CAMERAS AND FLOCK-OS IN USE
It is recommended that the Agreement be amended to clarify that the City is currently leasing 117
Flock Safety Falcon LPR cameras and has incorporated 141 City-owned cameras into the Flock
system using its Flock Safety Wing, LPR software integration. The total fees paid to Flock for the use
of the above cameras is $504,000.00 annually.
In addition, the City is paying Flock $12,000.00 annually for 20 of its Flock Safety Wing Livestream
feature which connects every integrated livestream camera in the community alongside the Flock
Safety Hot List alerts in a single view. The Flock Safety Wing Livestream is an integration component
attached to a third party camera network through its internet connection that exports the camera
feeds to Flock so it may be shared with FWPD. The City uses this feature to incorporate cameras
obtained by private third-party entities into the Flock system, with permission and as requested, so
that the footage may be used by FWPD. The City is also paying Flock $15,000.00 annually for its
Wing System Connect, now called FlockOS, which is Flock's subscription service that includes,
among other things, its Environmental Systems Research Institute (ESRI) Based map interface, video
management system, integration with Flock hardware, real-time alerts, unlimited users and
connections, and the automated license plate reader search tool with vehicle fingerprint analytics.
The total annual spend for all cameras currently in use (leased and City-owned), the Flock Safety
Wing Livestream feature, and FlockOS is $531,000.00. These cameras and features were added at
different times since the Agreement was executed in 2020; which created overlapping license terms
for FlockOS depending on when a particular camera was integrated into the Flock system. The
associated license terms are tracked internally by Flock and were not described in the Agreement.
Accordingly, in addition to detailing the information above, the amendment authorized by this M&C
will clearly co-term all FlockOS device license terms with the term of the Agreement. Some of the
associated license terms were pre-paid by the City to cover more than one year's term. Therefore, by
co-terming every device, the annual spend for the next term of the Agreement will receive a credit, as
further detailed below.
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CITY RIGHT-OF-WAY
Page 3 of 4
The majority of cameras in use are installed on City-owned infrastructure. However, three of the
cameras leased from Flock are installed on Flock owned poles installed in the City's right of way. In
addition, moving forward, integration of additional cameras may require the installation of additional
Flock-owned poles in the City right-of-way. Ordinarily, when a Vendor encroaches in the City's right-of-
way, the City requires compliance with the City's encroachment ordinance, Ordinance No. 24514-11-
2020 (Ordinance). The Ordinance requires, among other things, the City's consent to the
encroachment, the payment of certain development fees, permitting, execution of a Right-of-Way use
agreement, and the appropriate coordination with City departments to ensure utilities are located and
avoided. The amendment authorized by this M&C will include an executed Right-of-Way Use
Agreement (Right-of-Way Agreement) as an additional exhibit to the Agreement. The Right-of-Way
Use Agreement will grant Flock a non-exclusive license to use certain portions of the City's right-of-
way in order to erect, construct, install, operate, maintain, repair, and replace Flock-owned equipment,
subject to certain terms and conditions detailed in the Right-of-Way Use Agreement. Pursuant to the
Right-of-Way Use Agreement, Flock will be permitted to install equipment in the City's right-of-way but
must coordinate with the City and comply with the Ordinance.
It is recommended that all permitting fees for the encroachment onto the City's right-of-way be waived
to further the public purpose of improving public safety through crime detection, prevention, and
enforcement support. It is also recommended that the City Council determine that there are adequate
controls in place in the form of the Agreement and the Right-of-Way Use Agreement.
FLOCK SAFETY RAVEN SYSTEM
Flock also offers the use of its Flock Safety Raven audio detection system (Raven). The Raven is an
audio detection system implemented in 1-square mile coverage areas to detect gunshots using
FlockOS. The Raven works by placing audio devices in a 1-square mile array and incorporating the
devices into FlockOS to detect gunshots within the array. Accordingly, the system is purchased in
1-square mile array packages. If a gunshot is detected within the coverage area, FlockOS will alert the
City to facilitate a rapid response so that FWPD may further investigate the source of the detected
sound. In 2022, the City of North Richland Hills (NRH) was the recipient of grant funds from the Texas
Anti-Gang Center (TAG) through the Office of the Governor's Homeland Security Grants Division
(HSGD) FY2023 North Texas Anti-Gang Center Program Grant #2848908. NRH, as the recipient of
the grant funding, used the funds to purchase 4-square miles of the Raven system at a discounted
rate of $25,000.00 annually per square mile array, for a two-year term. Thereafter, pursuant to an
asset transfer addendum and interlocal agreement as authorized by M&C 23-0045, NRH transferred
to the City the two-year term of the 4 square mile array, which is valued at $200,000.00. Therefore, the
City has an outstanding credit of $200,000.00 for its initial use of the Raven system. Afterward, to
continue using the 4-square mile array transferred to the City, the City will pay Flock its standard rate
of $35,000.00 per square mile, or $175,000.00 annually for the full 4 square mile system transferred
from NRH.
Therefore, it is recommended that the City Council authorize a separate, sole source, agreement
(Raven Agreement) with Flock for the use of the Raven for an initial two-year term and authorize
unlimited renewals. With the Raven Agreement, the City will make use of the $200,000.00 credit for
the Raven system transferred to the City from NRH by implementing 4-square miles of the Raven
system at no cost to the City for the initial two-year term. Additionally, the City will purchase an
additional 1-square mile of the Raven System at the annual cost of $35,000.00, or $70,000.00 for the
initial two-year term. If the Raven Agreement is renewed for a third year, to maintain the full 5-square
mile coverage area, the annual spend will be $175,000.00. Any additional coverage or use of the
Raven System will include an additional $35,000.00 annual price point per square mile.
ANNUALCOSTS
Beginning with the third renewal term of the Agreement from December 9, 2023 through December 8,
2024, the annual spend for CSC No. 55013 will be: $175,025.25 for the third renewal term due to
credit offsets from co-terming prepaid device license terms; and then $531,000.00 recurring annually
for each successive renewal term.
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M&C Review
For the Raven Agreement, the initial term will co-term with CSC No. 55013 and begin December 9,
2023 and expire December 8, 2024. The City will receive a credit of $200,000.00 over the first two
years due to the asset transfer from NRH. As a result, the City will pay Flock $70,000.00 for the initial
two-year term of the Raven Agreement for the additional 1-square mile. For the first renewal term, or
third year of the Raven Agreement, the credit from the NRH transfer will expire, so the annual spend
will increase to $175,000.00 to maintain the 5-square mile coverage array of the Raven System.
Funding is budgeted in the Other Contractual Services account of the CCPD Citywide Camera
Program Department's Crime Control & Prev Distr Fund.
FISCAL INFORMATION/CERTIFICATION:
Page 4 of 4
The Director of Finance certifies that upon approval of the recommendations, funds are available in
the current operating budget, as previously appropriated, in the Crime Control & Prev Distr Fund.
Prior to an expenditure being incurred, the Police and Information Technology Solutions
Departments have the responsibility to validate the availability of funds.
Fund Department
ID
irtment
ID
Account
Account
Project Program Activity Budget Reference # Amount
ID Year (Chartfield 2)
Project
ID
Submitted for City Manaqer's Office bv:
Oriqinatinq Department Head:
Additional Information Contact:
ATTACHMENTS
ram Activity Budget Reference #
Year (Chartfield 2;
Valerie Washington (6192)
Kevin Gunn (2015)
Mark DeBoer (8598)
04FLOCK GROUP AMENDMENT AND RAVEN SOFTWARE.docx (CFW Internal)
FID Table FLOCK.XLSX (CFW Internal)
Form 1295 Certificate 101117061-1.pdf (CFW Internal)
Amount
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