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HomeMy WebLinkAboutContract 63615CSC No. 63615 FORT WORTH, N* VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and FLOCK GROUP INC B/D/A FLOCK SAFETY ("Vendor"), a Delaware corporation, acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services. The Vendor will provide services to the City in the interest of public safety, allowing it to utilize unmanned drones during crisis incidents, public emergencies, and specific public safety operations, as permitted by law. ("Services"), which are outlined in more detail in Exhibit "A" ("Pilot Order Form"), Exhibit "B" (Unmanned Air Support as a Service (UASaaS) Program For Drone Response Services), Schedule "A" (Services) and Schedule "B" (Specifications), attached hereto and incorporated herein for all purposes. Vendor gains valuable operational data and feedback from the City's participation in the program, which will enhance Vendor's ability to improve its technology and service offerings. 2. Term. The Initial Term of this Agreement is for one year(s), beginning on the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier in accordance with this Agreement. 3. Compensation. 3.1 As reflected in the attached Pilot Order Form, the City will not pay any fees to the vendor and will not be obligated to pay the Vendor for any hardware, services, or subscriptions within the Pilot Term, 365-day period. 3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and the provisions of this Agreement, including Exhibit "A" ("Pilot Order Form"), which is attached hereto and incorporated herein for all purposes. 3.3 Vendor will gain valuable operational data and feedback from the City's participation and considers this true and valuable consideration. 3.3 Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 1 of 23 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with at least 30 days' written notice of termination. 4.2 Non-Abbronriation of Funds. 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 this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination, and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City -provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents, and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas, and all documents held or maintained for City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure to the Texas Attorney General. 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. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete, or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement or the final conclusion of any audit commenced during the said three Vendor Services Agreement Page 2 of 23 years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers, and records, including, but not limited to, all electronic records of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Indenendent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement and not as an agent, representative, or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants, and employees, and Vendor and Vendor's officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a co -employer or a joint employer of Vendor or any of its officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor, will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself and any of its officers, agents, servants, employees, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, REPREENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTIONAGAINST CITY FOR INFRINGEMENT OFANYPA TENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, Vendor Services Agreement Page 3 of 23 IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY WILL NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OFANYSUCH CLAIM OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, CITY WILL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTERESTS, 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 CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY WILL 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 WILL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITYMAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR DOCUMENTATION 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 MA TERIALL Y AD VERSEL Y RESTRICTED, VENDOR WILL, AT ITS OWN EXPENSE: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION; OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND DOCUMENTATION WITHEQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND DOCUMENTATIONAT NO ADDITIONAL CHARGE TO CITY; OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR, TERMINATE THIS AGREEMENT AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES A VAILABLE TO CITY UNDER LAW. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations, or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and assignee will be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and Vendor Services Agreement Page 4 of 23 obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policie of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired, and non -owned. (c) Workers' Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): ❑ Applicable J®J N/A $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Reauirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers with respect to the contracted services. Vendor Services Agreement Page 5 of 23 (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. At least ten (10) days' notice will be acceptable in the event of cancellation due to non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the address below. (d) 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. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules, and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state, and local laws, ordinances, rules, and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state, and local laws, ordinances, rules, and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules, or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, or (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: Vendor Services Agreement Page 6 of 23 To CITY: To VENDOR: City of Fort Worth Flock Group Inc. Attn: Assistant City Manager Attn: Mark Smith, General Counsel 100 Fort Worth Trail (formerly Energy Way) 1170 Howell Mill Rd, Suite 210 Fort Worth, TX 76102 Atlanta, GA 30318 Facsimile: (817) 392-8654 leaal(cDflocksafetv.com With a copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Emulovees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the other party. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation or advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that, by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas, or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected party provides notice of the Force Majeure Event and an explanation as to how it prevents or hinders the party's performance as soon as reasonably possible after the occurrence of the Force Majeure Event, with the Vendor Services Agreement Page 7 of 23 reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance the notice section of this Agreement. 20. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have had the opportunity to review and revise this Agreement and that the normal rule of contract 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. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns, and successors in interest as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. 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. 25. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 26. Immigration and Nationalitv Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all federal and state laws and 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret, and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation, or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made - Vendor Services Agreement Page 8 of 23 for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title, and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention theret. 28. Signature Authoritv. 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 any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Companv Name or Ownership. Vendor must notify City's Purchasing Manager in writing of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor 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 of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact invoice payments. 30. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the 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" have the meanings ascribed to those terms in Section 2271 of the Texas Government Code. To the extent that Chapter 2271 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 Israel; and (2) will not boycott Israel during the term of the Agreement. 31. Prohibition on Bovcotting Energv Companies. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. 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 unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. The terms "boycott energy company" and "company" have the meanings ascribed to those terms in Section 2276 of the Texas Government Code. 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. 32. Prohibition on Discrimination Against Firearm and Ammunition Industries. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services unless the contract contains a written verification from the Vendor 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. The terms "discriminate," "firearm entity," and "firearm trade association" have the meanings ascribed to those terms in Section 2274 of the Vendor Services Agreement Page 9 of 23 Texas Government Code. To the extent that Chapter 2274 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 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. 33. 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, email, or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. (signature page follows) Vendor Services Agreement Page 10 of 23 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. ACCEPTED AND AGREED: CITY OF FORT WORTH By: �J �9 Name: William Johnson Title: Assistant City Manager Date: 07/07/2025 APPROVAL RECOMMENDED: By: RoberNlldredge (Jul3, 2025 22:14 CDT) Name: Robert A. Alldredge, Jr. Title: Executive Assistant Chief ATTEST: By: Name: Jannette Goodall Title: City Secretary FLOCK GROUP INC. IHArk sme,�k By: Mark Smith (Jul3, 2025 11:00 PDT) Name: Mark Smith Title: General Counsel 4 vvn�� »� FORt�oaad 0'po 0=0 pP0 * oa oe� #�pd 6CJ4b 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. Name: Loraine Coleman Title: Administrative Services Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Jackson Skinner Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: (None Required) Date Approved: Form 1295 Certification No.: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 11 of 23 Exhibit A frock safety PILOT ORDER FORM Customer. TX- Fort Worth PD Pilot Term. 365 Days Legal Entity Name. TX- Fort Worth PD Retention Period 30 Days Accounts Payable Email Address 200 Texas Street ERP - Lower Level, Room T-105 Fort Worth, Texas 76102 PILOT Notwithstanding anythmg to the co rraryherem, any reference to payments for fees, replacements, re -installments or deployments shall not apply For the avoidance of doubt, Customer shall not incur any fees for the duration of this Pilot Tenn. Hardware and Software Products Annual recurring amounts over subscription term Flock Safety Drone tear aware and Services Flock Safety DFR 2.0 - 40011 Included 1 Included Professional Services and One Time Purchases Contract Total: $0.00 The Term for Flock Hardware shall commence upon first nestallalion mad validation. Addendum Page 1 of 2 Vendor Services Agreement Page 12 of 23 Product and Services Descri Drone as First Responder (DFR) 2 0 system, including hardware, software, and services Hardware includes drone, camera, batteries, andbattery- swapping dock Software includes remote piloting, air traffic awareness, spectator mew, mobile app, and community engagement dashboard Services Flock Safety DFR 2 0 -400ft include FAA regulatory services, SOP development, framing, and ongoing support. FlockOS Features & Description Addendum Page 2 of 2 Vendor Services Agreement Page 13 of 23 Addendum Exhibit B UNMANNED AIR SUPPORT AS A SERVICE (UASaaS) PROGRAM FOR DRONE RESPONSE SERVICES WHEREAS, Customer has determined that it is in the interests of public safety for it to have the ability to utilize unmanned drones during crisis incidents, public emergencies, and in certain public safety operations, to the extent permitted by law, WHEREAS, Flock is in the business of providing unmanned drone services (the unmanned drone services shall be considered part of the "Flock Services") and Flock Hardware, NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer and Flock agree as follows UNMANNED AIR SUPPORT GENERAL TERMS OF DELIVERY 1.1 Flock Services and Hardware Flock shall provide access to Customer the Flock Services and related Flock Hardware (the "Flock Hardware") listed on the Order Form upon the terms and conditions set forth in the Agreement. Flock maintains ownership of all the Flock Hardware. 1.2 FAA Re zulatory Waivers. Flock will assist Customer in acquiring any required Federal Aviation Administration (`FAA") regulatory waivers 1.3 Delivery Flock shall make the Flock Hardware available to Customer at a location to be mutually agreed upon by the Parties (`Delivery Point'). Once the Flock Hardware is made available as the Delivery Point, Customer is responsible for any resulting use of the Flock Hardware by all Authorized Users and all third -parties who may gam access to the same 14 Pilot Services. Upon Customer's request, Flock will make available an employee or independent contractor pilot (each a "Pilot') to Customer for purposes of operating the Flock Hardware (hereafter the "Pilot Services") at the pricing set forth in the Order Form The Pilot Services shall be considered part of the Flock Services When operating the Flock Hardware, the Pilot shall comply with the reasonable requests of Customer. Such Pilot Services may be used for up to forty (40) hours per week during the Term. Customer's use of the Pilot Services shall not alleviate any of Customer's obligations set forth herein Customer shall provide Pilots with a safe working environment when on Customer's premises. 2. LOSS AND DAMAGE OF FLOCK HARDWARE. Customer agrees to immediately notify Flock of any accident or event of loss or damage involving the Flock Hardware The notification shall include any information as may be pertinent to Flock's investigation of such accident, loss, or damage, or which Flock may reasonably require 3. TERM. The term of this Agreement commences on the Effective Date of this Agreement and continues until terminated as provided under this Agreement (the "Term") Each Order Form shall commence and expire and/or terminate according to the terms set forth in such Order Form. On expiration or termination of the Agreement, all licenses provided hereunder by Flock shall immediately expire. 4. FLOCKDRONE IP. Customer Data does not include, and Flock Drone IP (defined herein) expressly includes, any data to the extent processed by, resulting as an output of, or based on the usage of, the Flock Services, Flock Hardware, including, without limitation, data collected by Flock's radar and radio frequency sensors Such Flock Drone IP shall be Flock's Confidential Information Flock shall own all rights to (i) any data input into the Flock Services, Flock Hardware by or on behalf of Flock (not including any Customer Data) and (r) any aggregated and anonymized data extracted or derived from the Flock Services, or use of the Flock Hardware, including all aggregated and anonymized usage data, statistical data, transactional data, metadata, market data, flight logs and flight history, telemetry data and logs, fleet information including drone serial numbers and models, connected device information including radar data concerning the surrounding airspace, and other aggregated and anonymized data collected from user data and files (collectively, "FlockDrone IP") Without limiting the generality of the foregoing, Flock reserves the right to create and market public indexes, analysis or insights created from such Page 1 of 2 Vendor Services Agreement Page 14 of 23 Addendum data. Customer agrees that it will not share, sell, transfer, or make available any data generated by the Flock Hardware, including all Flock Drone IP to which it may have access, to any thud party without the prior express written consent of Flock Page 2 of 2 Vendor Services Agreement Page 15 of 23 Addendum SCHEDULE A SERVICES Flock makes no warranties regarding the efficacy of the training detailed below. 1. AIRWORTHINESS TRAINING Flock will make commercially reasonable efforts to provide training for the Customer to maintain the airworthiness of its drones, including compliance -related trainings. Customer shall be responsible for ensuring that all crew, including pilot in command, visual observer, sensor or payload operator, or other persons necessary for the safe operation of the flight have the qualifications, experience, licenses, and certificates required by applicable FAA regulations and that all have the necessary skill required to perform their duties After completion of training, Customer will be responsible for maintaining the airworthiness of drones to which Customer is responsible and the ensuring that the respective operations are in line with all applicable laws and regulations The training will be conducted via both online and in -person methods, as agreed upon by both parties. The frequency and duration of training will be mutually decided and scheduled to the convenience of the Customer. 2. FLIGHT TRAINING Flock will assistthe Customer in obtaining FAA Beyond Visual Line of Sight (B VLOS) waivers and trainthe Customer on compliance matters related to such waivers. Flock will start with one deployment location at a time, and work up to the agreed upon number of deployment locations for all UAS. As part of the BVLOS process, Flock will provide training materials to the Customer to certify all employees of the Customers selected as Visual Observers ("VOs") to help aid inBVLOS operations Flock will provide training to officers on how to utilize the Flock IP This will consist of • Showing how to access Flock on their respective internet devices • Showing how to view a live stream through the application • Showing how to control the drone using the application • Showing how to report problems if they come across them on the application The training will be conducted via both online and in -person methods, as agreed upon by both parties The frequency and duration of training will be mutually decided and scheduled to the convenience of the Customer 3. FLOCK HARDWARE TRAINING There will also be training for the Customer to use the Flock Hardware. This training will consist of • Discussing maintenance list for the drone, and how to maintain airworthiness • Teaching how to fly the drone autonomously using the Flock IP • Teaching how to fly the drone manually using the remote controller The training will be conducted via both online and in -person methods, as agreed upon by both parties. The frequency and duration of training will be mutually decided and scheduled to the convenience of the Customer Page 1 of 2 Vendor Services Agreement Page 16 of 23 Addendum DEPLOYMENT SUPPORT Flock will teach the Customer how to dispatch the Flock Hardware using the software for 911 calls Only personnel authorized by Customer may have access to the livestream from the drone They will also be taught on how to use Flock's software to view said stream on any internet-connected device. Authorized personnel may have access to the Flock IP, which can convey the current status of the drone, and how to tell the drone to conduct additional maneuvers if needed. All operations must be conducted by a Pilot in Command ("PIC"), who is an FAA -certified pilot Customer will provide the PICs needed to sustain tlus program Flock will assist in drafting a Standard Operating Procedure (`SOP") as well as department policies regarding access, deployments, privacy, and community engagement Flock will ensure correct implementation of each Flock station and its included Flock Hardware which may or may not include the aircraft, on-prem servers, charging dock installations, and more Page 2 of 2 Vendor Services Agreement Page 17 of 23 Addendum SCHEDULE B SPECIFICATIONS Customer must abide by the following standards Operational • Per FAA regulations, and without the necessary waiver, a minimum of one pilot is required to operate each drone. • Work with Flock to get BVLOS waivers for the city to fully use Flock's product and services. • Train members ofthe City to be VOs so that the Customer can have FAA -compliant and safe BVLOS operations (Flock will provide training material if needed) • If Customer wants to connect Flock's software to their Computer Aided Dispatch (`CAD') system, Customer will provide access to said CAD system at no cost to Flock to location information and other pertinent information about calls -for -service as they are placed • Flock will provide their Flock software interface to command the Flock Hardware. Customer must independently access and store any personal information about calls -for -services other than their location and the type of response (police, fire, or EMS) they prompted Customer shall be responsible to integrate with CAD software to pull location information and call type information of every call -for -service that the Customer decides the drone should be deployed to, so long as there are no monetary charges to Flock for said integration • Flock Aerodome application shall support SAML2 0 or OIDC Page 1 of 6 Vendor Services Agreement Page 18 of 23 1' Flock Safety Flock Aerodome Integration Berger Prerequisites This document outlines the preferred implementation for an nn-nrpmise intertace server used for hosting interfaces to all on-prem data sources. &pX9SLQ= engineers will develop and deploy on-prem interfaces via remote attended sessions only —no unattended VPN or other remote access is necessary. Windows VM interface server: o Windows Server 2022 or newer (Server 2023 recommended) o 2 CPU cores o 8 GB Ram o 80 GB free HD o Ability to connect to *.us.aerodome.com domains via https a &gL9Jp= service account with the following permissions: o Login as batch job rights on the interface server o Read-only access to data sources (database replicas with <5 second delay preferred) • Required data sources: • CAD system • SQL database for interface logging, either: o A customer -provisioned SQL database the 8g(9d9= service account has R/UV access to o A SOL express install on the interface server, owned and configured by the Ag4QdQ= service account Addendum Page 2 of6 Vendor Services Agreement Page 19 of 23 Flock Aerodome CAD data points This document outlines the minimum required data points for CAD integration and what each field is used for in the Aerodome platform. Other CAD data points may be added. cad —event —number Required cad_event_type Required priority Required Addendum Also known as a call for service number (CFS), this is the unique identifier for the call in the agency's CAD system. The type of event the call is for (ex. robbery, burglary, auto accident, assault). The priority of the call —lower - numbered priority values represent more serious calls. Used as a primary key within the Aerodome platform, allows for agencies to search for flights based on the CFS number. Used to filter what calls are displayed for the drone to respond to. Used to order the calls presented to the drone operator. Page 3 of 6 Vendor Services Agreement Page 20 of 23 closed —at Required Closure means the call was Critical for knowing when a CAD call completed and the dispatching is completed and should no longer be agency responded to the call. shown to the drone operator as active. cancelled —at Highly Cancelled calls did not receive a Critical for knowing when a CAD call Recommended police response, and are no longer is completed and should no longer be active. Typically due to the caller no shown to the drone operator as longer wanting a dispatched active. response --which could be due to there no longer being an emergency, or the citizen no longer wants an officer to respond. longitude Highly The longitude of the call. If the agency's CAD system does not Recommended use latitude/longitude internally, then Aerodome will geocode the street address instead. latitude Highly The latitude of the call. Recommended report number Highly The RIMS report number if one is Recommended generated in CAD. status Recommended The status of the call —ex. active vs. Used to filter out which calls are on hold vs. cancelled. presented to the drone operator to ensure they only see active calls. created —at Recommended When the dispatch center has entered the call details and units can now be dispatched to the call. updated —at Recommended When the latest update to the call for service was received. street —address Recommended The street address of the call. If the call is provided with latitude and longitude coordinates, Aerodome will accept those values and not geocode the call address. In the event the CAD system does not have latitude/longitude values, Aerodome will geocode the provided address fields (street_ address, locality, region, postal_code). locality Recommended The municipality (city) of the call. postal —code Recommended The zip code of the call. region Recommended The state (USPS abbreviation) the call occurred in. taken —at Recommended This is when the dispatch center initially received the 911 call. This is Addendum Page 4 of 6 Vendor Services Agreement Page 21 of 23 commonly before the call for service was created. enroute_at Recommended When the first unit acknowledged the dispatch. dispatched_at Recommended When the first unit was dispatched to the call for service. arrived —at Recommended When the first unit arrived on -scene to the call. division Optional The team/district responsible for Typically dispatching is done within a responding to the call. team boundary, by providing the dispatched team, calls can be filtered down to only the responding team in the Aerodome platform. external Optional This is the primary key for the call in _identifier the database. for CAD systems that do NOT use the call number as an identifying key. (Mark43, TylerTech New World, etc.) Addendum Page 5 of 6 Vendor Services Agreement Page 22 of 23 By executing this Order Form, Customer represents and warrants that it has read and agrees all of the terms and conditions contained in the Terms of Service located at httns://www.flocksafetv.com/terms-and-conditions The Parties have executed this Agreement as of the dates set forth below. FLOCK GROUP, INC. Customer: City of Fort Worth By By Name. Name. William Johnson Title. Date. Addendum Title. Assistant City Manager Date: PO Number N / A Page 6 of 6 Vendor Services Agreement Page 23 of 23