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HomeMy WebLinkAboutContract 55013-A3AMENDMENT NO. 3 TO CITY OF FORT WORTH CONTRACT 55013 CSC No. 55013-A3 This Third Amendment is entered into by and between the City of Fort Worth (hereafter "City"), a home rule municipality, with its principal place of business at 200 Texas Street, Fort Worth, Texas, and Flock Group, Inc. ("Vendor"), City and Vendor may be referred to individually as a Party and collectively as the Parties. WHEREAS, on December 9, 2020, the Parties entered into City Secretary Contract 55013 to provide automated license plate reader cameras ("LPR") and the associated software as a service for the functionality of the LPR's ("Agreement/Contract"); WHEREAS, the Parties wish to amend the Agreement to include additional information to clarify the number of LPR devices in use and licensed through Vendor's software, the pricing associated with those devices and the service, the license term dates for the devices, the total spend authorized by the Agreement, and to ensure compliance with the City's encroachment ordinance. NOW, THEREFORE, the Parties, acting herein by the through their duly authorized representatives, enter into the following agreement: 1. AMENDMENTS Exhibit A-1, attached hereto, is hereby incorporated into the Agreement as though originally attached to the same. Exhibit B, attached hereto, is hereby incorporated into the Agreement as though originally attached to the same. Exhibit C, attached hereto, is hereby incorporated into the Agreement as though originally attached to the same. It is further agreed by the parties that all LPR devices in use under the terms of the Agreement and the associated license term for F1ockOS will co -term annually with the term of this Agreement beginning December 9, 2023 and ending December 8, 2024. Should the Agreement be renewed, the associated license term dates for the devices in use for any renewal term, will also renew annually with the Agreement unless otherwise specifically modified in writing by the parties. 2. ALL OTHER TERMS SHALL REMAIN THE SAME All other provisions of the Agreement which are not expressly amended herein shall remain in full force and effect. 3. ELECTRONIC SIGNATURE Third Amendment to Fort Worth City Secretary Contract No. 55013 1 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as anoriginal. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Date: Valerie Washington (Jan 4, 202411:53 CST) Name: Valerie Washington Title: Assistant City Manager Jan 4, 2024 APPROVAL RECOMMENDED: By: Name: Kevin Gunn Title: Director, IT Solutions Department ATTEST: By: Name: Jannette S. Goodall Title: City Secretary 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 (Jan 2, 2024 08:43 CST) Name: Steven Vandever Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 23-0995 Approved: 11/28/2023 1295: 2023-1082470 FLOCK GROUP, INC. DocuSigned by: By: AC5C931454C24F3... Date: Mark Smith General Counsel 12/28/2023 Third Amendment to Fort Worth City Secretary Contract No. 55013 1 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A-1 frock safety EXHIBIT A-1 Product Table Products Contracted Price Current Annual Spend Flock Safety Falcon ® 117 $2,500 $292,500 Flock Safety Raven ® - 1 square mi 4 $25,000 $100,000 Flock Safety Wing TM LPR 141 $1,500 $211,500 Flock Safety Wing TM Livestream 20 $600 S 12,000 Wing System Connect now renamed F1ockOS TM 1 $15,000 $15,000 Total Annual Spend: S631,000 rroauct ana services Lescription Products Product Description Flock Safety Falcon ® Law enforcement grade infrastructure -free (solar power + LTE) license plate recognition camera with Vehicle Fingerprint TM technology (proprietary machine learning software) and real-time alerts for unlimited users. Flock Safety Raven ® - 1 square mi Raven Audio detection - 1 square mile of coverage. Number of units deployed depends on geography and density of area. Raven detection is license by coverage area, not number of units. Flock Safe Win TM LPR ty g Wing software integration transforms traditional IP cameras into Flock Safety enabled LPR cameras. Includes Vehicle Fingerprint TM computer vision and Advanced Search Package (Convoy Analysis, Multi Geo Search, Visual Search) Flock Safety Wing TM Livestream Connect every livestream camera in your community alongside Flock Safety Hot List alerts in a single view. Wing System Connect now renamed F1ockOS TM F1ockOS subscription which includes ESRI Based map Interface, Video Management System, Seamless integration of existing Flock Hardware, Real -Time alerting on all Flock Hardware, Unlimited Users, Flock Insights/Analytics page, Unlimited connections to existing LE Flock customers, Flock ALPR Search tool with vehicle fingerprint analytics, Real -Time NCIC alerts on Flock ALPR cameras, Unlimited custom hot lists, Custom hot list deconfliction portal, Hot list attachments, Convoy Search, Multi-Geo Search, Visual Search, Camera registry with agency layer, Community Partnership website, Agency layers (coming soon!), Public/private partnership MOU creation, CAD Connection, AVL Connection, Body camera/Dash camera integration (coming soon!), Visual Pursuit Mode, Floor plans (coming soon!) and a maximum of 1500 connected video feeds (excluding Condor cameras) Third Amendment to Fort Worth City Secretary Contract No. 55013 Page 3 of 2l D 0 A 4 NOTES: EXHIBIT B EXHIBI- - 2 POLE IS BREAKAWAY 2.875' (73mm) IN DIAMETER 6062 T52 ALUMINUM WITH WALL TH IC KNE SS .203" (5.16mm) AS PER 12/6/2007 FHWA LETTER. THE PANEL ASSEMBLY MAY NOT EXCEED TWO BATTERY PACKS 3. MAX TOTAL WEIGHT OF ASSEMBLY IS 30.8 LBS (13370.63 GRAMS) 60M Fem Port Hunter Par#Nome 4N. MASS (LE DIMENSIONS LYE�kH (IN) CROSS-. SECTIONAL AREA (FT..2) 1 20+-0002P 1+' BLACK?. PIECE POLE 1 17 ?3x2A x1d8A S'4 jj?? PO 11HDATIOHj 2 701-0011d Double Panel -Top Noun# 1 212 x28.2 x 103 2.1 701'-00SP Rock Safety Camera 1 2.d 2 2 x+2 x10.3 2 4 702-0007 RAM Doll Mount$ Adopter 1 1'4 NIA NIA 5 701.00011 Dafery Pack 2 +.. 2.$ x23 x 10 R NIA SLOPETOP OF CONCRETE OUTSIDE OF GROUT AREA COMPETENT NATIVE S UB GRA D FOUNDATION SPECIFICATIONS TYPE V MAX (MPH) CAISSON 0 (IN) CAISSON H (IN) SOLAR PANEL ELEVATION FROM GRADE (FT MAX) 1* 85 8 24 12 2 110 12 30 12 3 130 12 36 12 4 150 16 48 12 STANDARD INSTALLATION SPECIFICATIMS PROP RIETARY AN D CO NFIDENTIAL 1HE HFOR M4IION CONTAINED H THIS DRAWING 6 THE SO LE PROPERTY OF ROC KSAFETY. ANY REPRODUCTION IN PART OR AS A• HENT A887 AHO LE A#THOU THE AR IITEN I PERMNSIOH OFFLOCKSAFETYN PPOFI ll®A PPLICATIOH . � LED ON DINalSIO NS ARE H INCHES TOLERANCES: FPA CTIO NA Wild A NGLAR: %.x+,2` %.%%+1` DECIMAL: %.%±.02 %.%%2A1 X.%02A05 DO NOT SCALE DRAWING 4 1 3 1 la REVISION HISTORY REV. DESCIGPION DATE APPROVED A INITIAL DRAWING 1 0/2 6/2020 CRAW H C.EC(E❑ NC MIG APPP. OQ,V,E HIS: frock safety TOP POLE MOUNT- DOUBLESOLAR PANEL WITH 2 EXTERNAL BATTERIES SNI A WG, H]: 905-00005 S[Fi E l yrl' 2 1 D A Third Amendment to Fort Worth City Secretary Contract No. 55013 Page 4 of 21 H'ock safety Let's defeat crime together Which pole is right for your License Plate Reader? Expedite permit approval by selecting the pole that meets your state DOT, city, and county structure and safety requirements. Pole Option Roadway Standard Issued Pole City, County, and Local DOT Rated Pole State DOT Specifications 2-7/8" Aluminum Pole + Concrete Foundation 2-7/8" Steel Pole, Breakaway Slip Base + Concrete Foundation Certification(s)* NCHRP 350 Cost NCHRP 350 TxDOT approved $250 / camera $750 / camera *Crashworthiness demonstrated by FHWA authorization letters issued to the original manufacturers. Flock Safety will provide the necessary documentation in support of permit applications. www.flocksafety.com 866-901-1781 fI'ock safety Third Amendment to Fort Worth City Secretary Contract No. 55013 Page 5 of 21 fI'ock safety Tech Sperc License plate reading cameras that capture more evidence for your city. DUAL SOLAR PANELS CAMERA Voltage:18-20V Length: 8.75" Weight: 25.73 Ibs (with hardware) Height: 5" Length: 21.25" Width: 2.875" Width: 28" Mounting: Adjustable band clamps Mount: Pole top or side of existing pole Weight: 3lbs Footage: Uploads via integrated LTE POLE Field of View:15' wide, 65 distance Assembly: Flock Safety in Atlanta, GA DOT Breakaway Pole - 12' installed height Diameter:2.875" OD, 2.125" ID Material: 6061 Aluminum with black coating Alloy: 6061 Weight: 32 lbs Solar & Existing Pole INSTALL ANYWHERE Solar & Flock Pole Electric & Existing Pole Third Amendment to Fort Worth City Secretary Contract No. 55013 Page 6 of 21 EXHIBIT C LICENSE AGREEMENT This LICENSE AGREEMENT is hereby made and entered into by and between the CITY OF FORT WORTH, a home rule municipal corporation organized under the laws of the State of Texas and acting by and through its duly authorized Assistant City Manager (the "City"), and FLOCK GROUP, INC., acting by and through its duly authorized representative ("Company"). The City and Company may be referred to individually as a "Party" and collectively as the "Parties" in this Agreement. The following recitals are incorporated into the Agreement, are true and correct, and constitute the basis upon which the City of Fort Worth has executed this License Agreement. WHEREAS, the Agreement provides the City a non-exclusive right to access the features and functions of Company's software application for automatic license plate detection, image searching, and footage sharing (the "Software") and for the installation of Company owned solar powered, wireless, and cellular integrated stationary cameras capable of automatically reading vehicle license plates and temporary license plates in daylight and in low light situations (the "Cameras"); WHEREAS, Camera installation requires encroachment onto the City's right-of-way ("ROW") and, occasionally, for installation of a 14-foot, Company owned, pole in the City's ROW; WHEREAS, pursuant to Ordinance No. 24514-11-2020, as amended (the "Encroachment Ordinance"), the City must consent, pursuant to a non-exclusive license agreement, to any encroachment on the ROW including activities related to construction, installation, operation, maintenance, repair, and replacement of Company's property as set forth in the Agreement; WHEREAS, the City also requires the payment of certain development fees partially based upon the criteria of the City's tiered system for encroachments onto the City's ROW; WHEREAS, pursuant to the terms of the Agreement, the City agrees to grant Company a non-exclusive license to use certain portions of the ROW in order to erect, construct, install, operate, maintain, repair and replace its equipment on the terms and conditions set forth herein, solely in accordance with the terms and conditions of the Agreement and any amendments thereto. NOW, THEREFORE, in consideration of the covenants and agreement hereafter set forth, the Parties hereto agree as follows: 1. DEFINITIONS. Capitalized terms used in this Agreement and not otherwise defined within this Agreement shall have the following meanings: Third Amendment to Fort Worth City Secretary Contract No. 55013 Page 7 of 21 Affiliate means any individual, partnership, association, joint stock company, limited liability company, trust, corporation, or other person or entity who owns or controls, or is owned or controlled by, or is under common ownership or control with, the entity in question. Agreement means City Secretary Contract No. 55013, as amended, including any and all exhibits and the authorization issued to Company hereunder to use the Public ROW for (i) the erection, construction, installation, operation, maintenance, repair and replacement of Company owned equipment; (ii) the use of such equipment to provide services to City as required by the Agreement; and (iii) any other directly related uses of the Public ROW, pursuant to and in accordance with this Agreement. City means the area within the corporate limits of the City of Fort Worth, Texas and the governing body of the City of Fort Worth, Texas. Company means Flock Group, Inc., a Delaware for -profit company, only, and shall not include any Affiliate or third party. Customer means any Person located, in whole or in part, within the City. Director means the Director of the City's Department of Transportation/Public Works or authorized representative. Equipment means the equipment and material installed by Company in the Public ROW including, but not limited to, cameras, poles, microphones, and other items installed pursuant to the terms of the Agreement. Future ROW means streets, highways, alleyways, and roads that will be dedicated to the City. Such dedication must be indicated on a plat or plan, including a construction plan, that has been accepted and formally approved by the City. Person means, without limitation, an individual, a corporation, a limited liability company, a general or limited partnership, a sole proprietorship, a joint venture, a business trust or any other form or business entity or association. Public ROW or License Area means Future ROW and those dedicated public streets, highways, alleys and rights -of -way in the City identified and marked in Exhibit "A" of this Agreement, which is attached hereto and hereby made a part of this Agreement for all purposes. 2. GRANT OF RIGHTS. 2.1. General Use of Public ROW for Provision of Data and Information Services. Third Amendment to Fort Worth City Secretary Contract No. 55013 Page 8 of 21 Subject to the terms and conditions set forth in this Agreement and the City Charter and ordinances, the City hereby grants Company a non-exclusive license to (i) erect, construct, install, operate, maintain, repair and replace its Equipment in, under, along and across the Public ROW. No changes to the rights granted under this Section or Company's use of the Public ROW may occur without review and approval by the City. Furthermore, any material changes to the rights granted under this Section or the Company's use of the Public ROW shall require the City to review and determine whether the License Fee is to be adjusted. If the City determines that the License Fee requires an adjustment, the Parties may negotiate an adjusted amount. 2.1.1 Limitations on License. This Agreement is subject to easements, covenants, and conditions in existence as of the date hereof. Nothing in this Agreement shall be deemed to convey, create, or vest in Company a real property interest in land, including any fee, leasehold, or easement. Company hereby acknowledges and agrees that this Agreement allows only Company to provide Services through the City and does not allow Company to distribute, sell or otherwise provide any other services to any Customer. In the event Company offers or attempts to use this License Agreement as a means to provide services to other customers, then such act will constitute as an Event of Default and an Uncured Default as defined in section 10.1 of this Agreement. 2.2. Nonexclusive. This Agreement and all rights granted to Company herein are strictly nonexclusive. The City reserves the right to grant other and future licenses and other authorizations for use of the Public ROW to other Persons and entities in accordance with applicable law and as the City deems appropriate; provided, however, that as to the grant of subsequent licenses for use of the Public ROW that is solely within the discretion of the City, if a dispute arises as to priority of the use of the Public ROW, the City will resolve such dispute in a manner that does not result in unreasonable interference with Company's operation of its Equipment for the purposes provided for herein. This Agreement does not establish any priority for the use of the Public ROW by Company or by any present or future licensees or other permit holders. In the event of any dispute as to the priority of use of the Public ROW, the first priority shall be to the public generally, the second priority to the City in the performance of its various functions, and thereafter, as between licensees and other permit holders, as determined by the City in the exercise of its powers, including the police power and other powers reserved to and conferred on it by the State of Texas. 2.3. Other Permits. The authorization provided by this license does not relieve Company of any obligation to obtain permits, licenses, and other approvals from the City or other regulatory agency necessary for the construction, installation, maintenance, or repair of Company's Third Amendment to Fort Worth City Secretary Contract No. 55013 Page 9 of 21 Equipment. Nothing herein shall be construed as a promise, warranty, or guarantee of approval of any permit, license, or other land use approval which may be required. 2.3.1 Waiver of Permits and Related Fees for Certain Cameras and Poles Located on City Right -of Way. For purposes of this paragraph, a permit, as well as all related fees, is not required for cameras and poles listed and described on Exhibit A and Exhibit B of this Agreement. All other poles and cameras that the Company seeks to install, construct, or raise that do not conform to the poles described and illustrated in Exhibit B shall require a permit, pay any related fees, and comply with all City ordinances, policies, regulations, and terms of this agreement. 2.4. Bonds. Prior to the commencement of any construction work in the Public ROW in the City that requires a cut, opening, or other excavation, Company shall deliver to the City bonds executed by a corporate surety authorized to do business in the State of Texas and acceptable to the City in the proportional amount of the cost of work under the construction contract or construction project that will be performed in the Public ROW. The bonds shall guarantee (i) satisfactory compliance by Company with all requirements, terms and conditions of this Agreement and (ii) full payments to all persons, firms, corporations, or other entities with whom Company has a direct relationship for the performance of such construction, maintenance, or repairs. If any such construction, maintenance and repair work is undertaken by a contractor of Company, Company shall also require such contractor to deliver to Company bonds executed by a corporate surety authorized to do business in the State of Texas and acceptable to the City in the proportional amount of the cost of work under the construction contract or construction project that will be performed by the contractor in the Public ROW. The bonds shall guarantee (i) the faithful performance and completion of all construction, maintenance, or repair work in accordance with the contract between Company and the contractor and (ii) full payment for all wages for labor and services and of all bills for materials, supplies, and equipment used in the performance of that contract. Such bonds shall name both the City and Company as dual obligees. 3. TERM 3.1 Initial Term This license authorization shall become effective on the date as of which both Parties have executed this attachment to the Agreement (the "Effective Date") and shall expire in accordance with the terms of the Agreement. 4. FEES AND PAYMENTS TO CITY. Third Amendment to Fort Worth City Secretary Contract No. 55013 Page 10 of 21 Ordinarily, Company would be required to pay the City as compensation for its use of the Public ROW for the Term of the Agreement certain development fees including a ROW use fee, property taxes, license fees, permit fees, and other charges that the City may from time to time impose on all other similarly situated entities within the City. However, on November 28, 2023 by and through M&C 23-0995, the Fort Worth City Council determined that the waiver of all development fees furthers the public purpose of improving public safety through crime detection, prevention, and enforcement support. The Fort Worth City Council also determined that adequate controls are in place through the terms of the Agreement. Therefore, all development fees that the City may otherwise from time to time impose on all other similarly situated entities within the City for use of the ROW as it may relate to the terms of the Agreement, are waived. 5. REGULATORY AUTHORITY OF THE CITY. Company's property, construction, and operations hereunder shall be subject to such regulation by the City, which regulation shall be in conformance with applicable federal, state and local laws, as may be reasonably necessary for the protection or benefit of the general public. In this connection, Company shall be subject to, shall be governed by, and shall comply with all applicable federal, state and local laws, including all ordinances, rules, and regulations of the City, as same may be adopted and amended from time to time. As the regulatory authority, City has the right to oversee and inspect the construction of Company's Equipment in the Public ROW. 6. USE OF PUBLIC RIGHTS -OF -WAY. 6.1. Compliance with Laws, Ordinances, Rules and Regulations. The City has the right to control and regulate the use of the Public ROW, public places, and other City -owned property and the spaces above and beneath them. Company shall comply with all applicable laws, ordinances, rules and regulations, including, but not limited to, City ordinances, rules, manuals, and policies related to construction, rights -of - way, construction permits, construction bonds, permissible hours of construction, operations during peak traffic hours, barricading requirements, and any other construction rules or regulations that may be promulgated from time to time. 6.2. No Undue Burden. The Equipment shall not be erected, installed, constructed, repaired, replaced, or maintained in any manner that places an undue burden on the present or future use of the Public ROW by the City and the public. If the City reasonably determines that the Equipment does place an undue burden on any portion of the Public ROW, Company, at Company's sole cost and expense and within a reasonable time period specified by the City, shall modify the Equipment or take other reasonable actions determined by the City to be in the public interest to remove or alleviate the burden. Should a modification be required, the City will cooperate with Company to accomplish such modifications at the lowest reasonable cost and in a manner consistent with the general intent of this Agreement. Third Amendment to Fort Worth City Secretary Contract No. 55013 Page 11 of 21 6.3. Minimal Interference. Prior to the undertaking of any kind of construction, installation, maintenance, repairs, or other work that requires the excavation, lane closure, or other physical use of the Public ROW, Company shall, except for work required to address an emergency, provide at least twenty-four (24) hours' advance written notice to the owners of property adjacent to the Public ROW that will be affected. In the case of emergencies, Company shall provide notice to the affected landowners within twenty-four (24) hours after commencement of work. In addition, during any such work, Company shall provide construction and maintenance signs and sufficient barricades at work sites to protect the public. The use of such traffic control devices shall be consistent with the standards and provisions of Part VI of the Texas Manual on Uniform Traffic Control Devices. Company shall utilize appropriate warning lights at all construction and maintenance sites where one or more traffic lanes are closed or obstructed during nighttime conditions. 6.4. "As -Built" Plans and Maps. Company, at Company's sole cost and expense, shall provide the City with locations of all portions of the Equipment located in the City and the City's extraterritorial jurisdiction and maps showing such Equipment. Company shall supply the textual documentation of such as -built plans and maps in computer format as requested in writing by the City and shall otherwise fully cooperate with the City in ensuring that the Equipment is accurately reflected in the City's mapping system and in providing related responsive information to the City. 6.5. Marking of Equipment. If requested in writing by the Director, the Equipment will be marked, in a manner that is acceptable to the Director, to show conspicuously Company's name and a toll -free telephone number of Company that a Person may call for assistance. 6.6. Pavement Cut Coordination and Additional Fees. The City shall have the right to coordinate all excavation work in the Public ROW in a manner that is consistent with and convenient for the implementation of the City's program for street construction, rebuilding, resurfacing, and repair. All excavation work shall be in accordance with the applicable federal and state law, the City's ordinances, rules, regulations, and policies. Any fees related to any excavation work in the Public ROW shall not be allocated or otherwise counted as part of the License Fee to the City. 6.7. Restoration of Public ROW and Property. Company, at Company's sole cost and expense, and in a manner approved by the City, shall promptly restore any portion of the Public ROW, City -owned property, or other privately -owned property that are in any way disturbed or damaged by the construction, operation, maintenance, or removal of any of the Equipment to, at Company's option, as Third Amendment to Fort Worth City Secretary Contract No. 55013 Page 12 of 21 good or better a condition as such property was in immediately prior to the disturbance or damage. Company shall diligently commence such restoration within thirty (30) calendar days following the date that Company first became aware of the disturbance or damage or, if the Equipment is being removed, within thirty (30) calendar days following such removal. 6.8. Relocation of Equipment. Company acknowledges and agrees that the Public ROW in which the Equipment is located may, during the Term of this Agreement, be subject to Additional Projects, including, but not limited to, street or other public excavation, construction, repair, grading, regarding, or traffic conditions; the installation of sewers, drains, water pipes, or municipally -owned facilities of any kind; the vacation, construction, or relocation of streets or any other type of structure or improvement of a public agency; any public work; or any other type of improvement necessary, in the City's sole discretion, for the public health, safety or welfare. If the City determines in its sole reasonable discretion that the location of the Equipment conflicts with an Additional Project, the City may submit to Company a written Request for Accommodation, including, but not limited to, protecting, supporting, deepening, relocating, disconnecting, or removing all or any portion of Equipment within the Public ROW. City covenants and agrees that it will only request removal if the City finds that no other Accommodation is reasonably or economically feasible. Within six to eight weeks following City's written Request for Accommodation, Company, at Company's sole cost and expense, shall make the requested Accommodation. If Company reasonably requires more than six to eight weeks to comply with the City's Request for Accommodation, Company shall notify the Director in writing, and the City will work in good faith with Company to negotiate a workable time frame. 6.9. Emergencies. 6.9.1. Work by the City. For purposes of this Section 6.9.1, a public emergency shall be any condition which, in the opinion of the officials specified herein, poses an immediate threat to life, health or property and is caused by any natural or man-made disaster, including, but not limited to, storms, floods, fires, accidents, explosion, water main breaks, and hazardous materials spills. In the event of a public emergency, the City shall have the right to take whatever action is deemed appropriate by the City Manager, Mayor, Police Chief or Fire Chief, or their authorized representatives, including, but not limited to, action that may result in damage to the Equipment, and Company hereby (i) releases the City, its officers, agents, servants, employees and subcontractors from liability or responsibility for any Damages, as defined in Section 7.1, that may occur to the Equipment or that Company may otherwise incur as a result of such a response, and (ii) agrees that Company, at Company's sole cost and expense, shall be responsible for the repair, relocation or reconstruction of all or any of its Equipment that is affected by such action of the City. In responding to a public emergency, the City agrees to comply with all local, state, and federal laws, including any requirements to notify the Texas One Call System, to the extent Third Amendment to Fort Worth City Secretary Contract No. 55013 Page 13 of 21 that they apply at the time and under the circumstances. In addition, if the City takes any action that it believes will affect the Equipment, the City will notify Company as soon as practicable so that Company may advise and work with the City with respect to such action. 6.9.2. Work by or on Behalf of Company. In the event of an emergency that directly involves that portion of the Equipment located in the Public ROW and necessitates immediate emergency response work or repairs, Company may initiate the emergency response work or repairs or take any action required under the circumstances provided that Company notifies the City as promptly as possible. After the emergency has passed, Company shall apply for and obtain a construction permit from the director of the City's Department of Transportation/Public Works and otherwise fully comply with the requirements of this Agreement. 6.10. Removal of Equipment. Upon the revocation, termination, or expiration without extension or renewal of the Agreement, Company's right to use the Public ROW under the Agreement shall cease and Company shall immediately discontinue its operation of its Equipment and Services in the City ROW. Within six (6) months following such revocation, termination, or expiration and if the City requests, Company, at Company's sole cost and expense, shall remove the Equipment from the Public ROW in accordance with applicable laws and regulations. If Company has not removed all of the Equipment from the Public ROW within six (6) months following revocation, termination, or expiration of the Agreement, the City may deem any portion of the Equipment remaining in the Public ROW abandoned and, at the City's sole option, (i) take possession of and title to such property or (ii) take any and all legal action necessary to compel Company to remove such property including assessing reasonable fees and charges against Company for the cost to remove the Equipment. Within six (6) months following revocation, termination, or expiration of this Agreement and in accordance with Section 6.7 of this Agreement, Company shall also restore any property, public or private, that is disturbed or damaged by removal of the Equipment. If Company has not restored all such property within this time, the City, at the City's sole option, may perform or have performed any necessary restoration work, in which case Company shall immediately reimburse the City for any and all costs incurred in performing or having performed such restoration work. 7. LIABILITY AND INDEMNIFICATION. 7.1. Liability of Company. Company shall be liable and responsible for any and all damages, losses, liabilities (joint or several), payments, obligations, penalties, claims, litigation, demands, defenses, judgments, lawsuits, proceedings, costs, disbursements or expenses (including, without limitation, fees, disbursements and reasonable expenses of attorneys, accountants and other Third Amendment to Fort Worth City Secretary Contract No. 55013 Page 14 of 21 professional advisors and of expert witnesses and costs of investigation and preparation) of any kind or nature whatsoever (collectively, "Damages"), which may arise out of or be in any way connected with (i) the construction, installation, operation, maintenance or condition of the Equipment or any related facilities or appurtenances; (ii) any claim or lien arising out of work, labor, materials, or supplies provided or supplied to Company, its contractors or subcontractors; or (iii) Company's failure to comply with any applicable federal, state, or local law, ordinance, rule, or regulation; in each case except to the extent directly caused by the negligent or grossly negligent act(s) or omission(s) or intentional misconduct of the City. 7.2. Indemnification. COMPANY, AT COMPANY'S SOLE COST AND EXPENSE, SHALL INDEMNIFY AND HOLD HARMLESS THE CITY, ITS OFFICERS, BOARDS, COMMISSIONS, AGENTS, REPRESENTATIVES, AND EMPLOYEES ("INDEMNITEES"), FROM AND AGAINST ANY AND ALL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE FOR PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING DEATH) WHICH MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH (I) THE CONSTRUCTION, INSTALLATION, OPERATION, MAINTENANCE, OR CONDITION OF THE EQUIPMENT OR ANY RELATED FACILITIES OR APPURTENANCES; (II) ANY CLAIM OR LIEN ARISING OUT OF WORK, LABOR, MATERIALS, OR SUPPLIES PROVIDED OR SUPPLIED TO COMPANY, ITS CONTRACTORS OR SUBCONTRACTORS; OR (III) COMPANY'S FAILURE TO COMPLY WITH ANY APPLICABLE FEDERAL, STATE, OR LOCAL LAW, ORDINANCE, RULE OR REGULATION; IN EACH CASE EXCEPT TO THE EXTENT DIRECTLY CAUSED BY THE NEGLIGENT OR GROSSLY NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF THE CITY. 7.3. Assumption of Risk. Company hereby undertakes and assumes, for and on behalf of Company, its officers, agents, contractors, subcontractors, agents, and employees, all risk of dangerous conditions, if any, on or about any City -owned or City -controlled property, including, but not limited to, the Public ROW. 7.4. Defense of Indemnitees. In the event any action, lawsuit, or other proceeding is brought against any Indemnitee by reason of any matter for which the Indemnitees are indemnified hereunder, the City shall give Company prompt written notice of the making of any claim or commencement of any such action, lawsuit, or other proceeding, and Company, at Company's sole cost and expense, shall resist and defend the same with reasonable participation by the City and with legal counsel selected by Company and specifically approved by the City. In such an event, Company shall not admit liability in any matter on behalf of any Indemnitee without the advance written consent of the City. Third Amendment to Fort Worth City Secretary Contract No. 55013 Page 15 of 21 8. INSURANCE. Company shall procure and maintain at all times, in full force and effect, a policy or policies of insurance to provide coverages as specified herein, naming the City as an additional insured and covering all public risks related to the use, occupancy, condition, maintenance, existence or location of the Public ROW and the construction, installation, operation, maintenance or condition of the Equipment. The required insurance can be met by a combination of self-insurance, primary and excess policies. 8.1. Primary Liability Insurance Covera2e. • Commercial General Liability: $1,000,000 per occurrence, including coverage for the following: (i) Premises Liability; (ii) independent contractors; (iii) products/completed operations; (iv) personal injury; (v) contractual liability; (vi) explosion, collapse and underground property damage. • Umbrella Liability: $10,000,000 per occurrence • Automobile Liability: $1,000,000 per accident, including, but not limited to, all owned, leased, hired or non -owned motor vehicles used in conjunction with the rights granted under this Agreement • Worker's Compensation: As required by law; and, Employer's Liability as follows: $1,000,000 per accident. 8.2. Revisions to Required Covera2e. At the reasonable recommendation of the City's Risk Manager, the City may at any time revise insurance coverage requirements and limits required by this Agreement. Company agrees that within thirty (30) days of receipt of written notice from the City, Company will implement all such reasonable revisions requested by the City. The policy or policies of insurance shall be endorsed to provide that no material changes in coverage, including, but not limited to, cancellation, termination, non -renewal or amendment, shall be made without thirty (30) days' prior written notice to the City. 8.3. Underwriters and Certificates. Third Amendment to Fort Worth City Secretary Contract No. 55013 Page 16 of 21 Company shall procure and maintain its insurance with underwriters authorized to do business in the State of Texas and who are acceptable to the City in terms of solvency and financial strength. Within thirty (30) days following adoption of this Agreement by the City Council, Company shall furnish the City with certificates of insurance signed by the respective companies as proof that it has obtained the types and amounts of insurance coverage required herein. In addition, Company shall, on demand, provide the City with evidence that it has maintained such coverage in full force and effect. 8.4. Deductibles. Deductible or self -insured retention limits on any line of coverage required herein shall not exceed $25,000 in the annual aggregate unless the limit per occurrence, or per line of coverage, or aggregate is otherwise approved by the City. 8.5. No Limitation of Liability. The insurance requirements set forth in this Section 8 and any recovery by the City of any sum by reason of any insurance policy required under this Agreement shall in no way be construed or effected to limit or in any way affect Company's liability to the City or other persons as provided by this Agreement or law. 9. DEFAULTS. The occurrence at any time during the any Term of this Agreement of one or more of the following events shall constitute an "Event of Default" under this Agreement: 9.1. Breach. An Event of Default shall occur if either Party materially breaches or violates any of the terms, covenants, representations, or warranties set forth in this Agreement or fails to perform any obligation required by this Agreement. 9.2. Bankruptcy, Insolvency or Receivership. An Event of Default shall occur if Company (i) files a voluntary petition in bankruptcy; (ii) is adjudicated insolvent; (iii) files any petition or fails to contest any petition filed against it seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief for itself under any laws relating to bankruptcy, insolvency or other relief for debtors; (iv) seeks, consents to, or acquiesces in the appointment of any trustee, receiver, master, custodian, or liquidator of Company, any of Company's property or any revenues, issues, earnings, or profits thereof; (v) makes an assignment for the benefit of creditors; or (vi) fails to pay Company's debts generally as they become due. 9.3. Violations of the Law. Third Amendment to Fort Worth City Secretary Contract No. 55013 Page 17 of 21 An Event of Default shall occur if Company violates any existing or future federal, state or local laws or any existing or future ordinances, rules and regulations of the City. 10. UNCURED DEFAULTS AND REMEDIES. 10.1. Notice of Default and Opportunity to Cure. If an Event of Default occurs, the non -defaulting Party shall provide the defaulting Party with written notice and shall give the defaulting Party the opportunity to cure such Event of Default. For any Event of Default, the defaulting Party shall have sixty (60) days from the date it receives written notice from the non -defaulting Party to cure the Event of Default. If any Event of Default is not cured within the time period specified herein, such Event of Default shall, without further notice from the non -defaulting Party, become an "Uncured Default" and the non -defaulting Party immediately may exercise the remedies provided in Section 10.2. 10.2. Remedies for Uncured Defaults. Upon the occurrence of an Uncured Default, the non -defaulting Party shall be entitled to exercise, at the same time or at different times, any of the following remedies, all of which shall be cumulative of and without limitation to any other rights or remedies the non -defaulting Party may have: 10.2.1. Termination of Agreement. Upon the occurrence of an Uncured Default, the non -defaulting Party may at its option terminate this Agreement. Upon such termination, this Agreement shall automatically be deemed null and void and shall have no further force or effect. If termination is by the City due to the Uncured Default of Company, Company shall remove the Equipment from and restore the Public ROW as and when requested by the City. The City's right to terminate this Agreement under this Section 10.2.1 for an Uncured Default by Company does not and shall not be construed to constitute any kind of limitation on the City's right to terminate this Agreement for other reasons as provided by and in accordance with this Agreement; provided, however, that Company may not abandon the Equipment without the approval of the regulatory authority with jurisdiction, if such action without such approval is prohibited at the time by applicable federal or state law or regulation. 10.2.2 Legal Action Against Company. Upon the occurrence of an Uncured Default, the non -defaulting Party may commence against the defaulting Party an action at law for monetary damages or in equity, for injunctive relief or specific performance of any of the provisions of this Agreement which, as a matter of equity, are specifically enforceable. Third Amendment to Fort Worth City Secretary Contract No. 55013 Page 18 of 21 11. PROVISION OF INFORMATION. 11.1. Lawsuits. Company shall provide the City with copies of all pleadings in all lawsuits to which Company is a party and that pertain to this Agreement, the construction of the Company's Equipment, and/or Services provided within the City. Company shall provide such copies within thirty (30) days of Company's receipt of same. 12. COMPANY AS INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Company shall operate as an independent contractor as to all rights and privileges granted by this Agreement and not as an agent, representative, or employee of the City. Company shall have the exclusive right to control the details of its business and other operations necessary or appurtenant to the transportation of data and information services in accordance with the terms and conditions of this Agreement, and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Company acknowledges that the doctrine of respondeat superior shall not apply as between the City and Company, its officers, agents, employees, contractors, and subcontractors. Company further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between the City and Company. 13. ASSIGNMENT PROHIBITED. Company may not assign or otherwise transfer any of its rights or obligations under this Agreement unless specifically authorized in writing by the City, which authorization shall not be unreasonably withheld. 14. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a final order entered by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. For purposes of this Agreement, a court order shall be final only to the extent that all available legal rights and remedies pertaining to such order, including, without limitation all available appeals, have been exhausted. In such an event, the City and Company agree that they shall amend or have amended this Agreement to comply with such final order entered by a court of competent jurisdiction. 15. FORCE MAJEURE. In the event Company's performance of any of the terms, conditions, or obligations required by this Agreement is prevented by a cause or event that is not within Company's reasonable control, Company's non-performance shall be deemed excused for the period of such inability. Causes or events that are not within the Company's control shall include, but not be limited to, acts of God, strikes, sabotage, riots or civil disturbances, pandemics or epidemics, failure or loss of utilities, explosions, natural disasters, and declarations of disaster or emergency adopted in accordance with applicable law. Third Amendment to Fort Worth City Secretary Contract No. 55013 Page 19 of 21 16. GOVERNMENTAL IMMUNITY It is understood and agreed that by the execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 17. AMENDMENTS/MODIFICATION/EXTENSION No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 18. COUNTERPARTS This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 19. SIGNATURE AUTHORITY The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by an authorized representative of Company. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 20. CHANGE IN COMPANY NAME OR OWNERSHIP Company must notify the contract compliance manager in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board or director's resolution approving the action, or an executed merger or acquisition agreement. 21. ELECTRONIC SIGNATURES This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 22. REVIEW OF COUNSEL Third Amendment to Fort Worth City Secretary Contract No. 55013 Page 20 of 21 The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or any of the attached Exhibits. EXECUTED as of the later date below: CITY OF FORT WORTH: By: ✓a�,1.144- - Valerie Washington (Jan 4, 2024 11:53 CST) Name: Valerie Washington Title: Assistant City Manager Date: Jan 4, 2024 FLOCK GROUP, INC.: By: DocuSigned by: AC5C931454C24F3... Name: Mark Smith Title: General Counsel Date: 12/28/2023 Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: By: Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&C: 23-0995 Approved: 11/28/2023 1295: 2023-1082470 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 (Jan 2, 2024 08:43 CST) Name: Steven Vandever Title: Sr. IT Solutions Manager City Secretary: By: V ) 3 aacnnx`4s64 Name: Jannette Goodall Title: City Secretary Third Amendment to Fort Worth City Secretary Contract No. 55013 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX M&C Review Page 1 of 4 CITY COUNCIL AGENDA Create New From This M&C DATE: 11/28/2023 REFERENCE NO.: **M&C 23- 0995 LOG NAME: Official site of the City of Fort Worth, Texas FORT WORTII 04FLOCK GROUP AMENDMENT AND RAVEN SOFTWARE CODE: C TYPE: CONSENT PUBLIC NO HEARING: 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: 1. 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; 2. 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 3. 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 members 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 http://apps.cfwnet.org/council packet/mc review.asp?ID=31620&councildate=11/28/2023 12/4/2023 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. http://apps.cfwnet.org/council_packet/mc_review.asp?ID=31620&c ouncildate=11/28/2023 12/4/2023 M&C Review Page 3 of 4 CITY RIGHT-OF-WAY 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. ANNUAL COSTS 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. http://apps.cfwnet.org/council packet/mc review.asp?ID=31620&councildate=11/28/2023 12/4/2023 M&C Review Page 4 of 4 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: 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. TO Fund FROM Fund Department ID Department ID Account Project ID Account Project ID Program Activity Program [_ActivitY Budget Year Budget Year Reference # (Chartfield 2) Reference # (Chartfield 2) Amount Amount Submitted for City Managers Office by: Valerie Washington (6192) Originating Department Head: Kevin Gunn (2015) Additional Information Contact: Mark DeBoer (8598) ATTACHMENTS 04FLOCK GROUP AMENDMENT AND RAVEN SOFTWARE.docx FID Table FLOCK.XLSX (CFW Internal) Form 1295 Certificate 101117061-1.pdf (CFW Internal) (CFW Internal) http://apps.cfwnet.org/council packet/mc review.asp?ID=31620&councildate=11/28/2023 12/4/2023