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HomeMy WebLinkAboutContract 47956 CITY SECRETAW RESEARCH AGREEMENT CONTRACT NO, This Research Agreement (hereinafter referred to as the Agreement) is between the CITY OF FORT WORTH a home rule city of the State of Texas (the "City"), acting by and through its duly authorized Assistant City Manager on behalf of the Fort Worth Police Department ("FWPD"), and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA on behalf of its Los Angeles Campus ("UCLA"), hereinafter referred to as the Parties. RECITALS WHEREAS, the National Initiative for Building Community Trust and Justice (the "Initiative") is designed to improve relationships and increase trust between law enforcement agencies and the communities they serve. The Initiative involves several activities, including conducting scholarly research, translating research, establishing a national clearinghouse for information and research for law enforcement agencies, developing strategies to enhance the criminal justice system, and encouraging public discourse on issues related to the criminal justice system; and WHEREAS, the Initiative is funded through the United States Department of Justice ("DOJ"); and WHEREAS, the purpose of the Initiative is to explore, advance, and assess strategies and techniques to enhance procedural justice, reduce bias, and support reconciliation; and WHEREAS, the Initiative furthers the DOJ's mission to ensure public safety and to ensure fair and impartial administration of justice for all; and WHEREAS, the Initiative is operated as a collaborative effort between a group of participating agencies, including,UCLA, who will serve as the data collection agency for the Initiative; and WHEREAS, UCLA has developed the Center for Policing Equity (the "CPE"), a research institute designed to advance the state of knowledge in the field of law enforcement on the sociological and psychological dynamics in law enforcement agencies and in police and community relations; and WHEREAS, the City was selected as a pilot site for the Initiative due to the demonstrated willingness, capacity, and commitment of City officials, law enforcement agencies, and community members to engage, evaluate, and improve upon law enforcement and community relations; and WHEREAS, the City, through the FWPD, provides law enforcement services to the citizens of Fort Worth, Texas; and WHEREAS, the City's mission is to provide quality law enforcement service in partnership with the community to create a safe environment for the citizens of Fort Worth, Texas; and WHEREAS, the City, in its commitment to provide high quality law enforcement services, desires to partner with the CPE to achieve the Initiative's goals of enhancing procedural justice, reducing bias, and supporting reconciliation. NOW THEREFORE, in consideration of the mutual promises set forth herein, it is a reed by and between the City and UCLA as follows: OFFICIAL RECORD Research Agreement—City of Fort Worth and The Regents of the University of California CITY SECRETARY FT. WORTH, TX AGREEMENT DOCUMENTS The Agreement documents shall include the following: 1. This Research Agreement; and 2. Exhibit A —National Initiative Team. Exhibit A, which is attached hereto, is incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibit A and the terms and conditions set forth in the body of this Agreement, the terms and conditions set forth in the body of this Agreement shall control. The term "City" shall include its officers, agents, employees, and representatives. The term "UCLA" shall include UCLA, CPE, and its officers, employees, agents, representatives, servants, contractors or subcontractors. The term "Party" shall refer to either the City or UCLA. 1. TERM This Agreement shall commence on the date of final execution and shall remain in effect for one year, unless terminated in accordance with the terms of this Agreement ("Initial Term"). Following the Initial Term, there shall be one (1) option to renew this Agreement for an additional one (1) year term ("Renewal Term") at the City's sole option. 2. TERMINATION Either party may terminate this Agreement at any time and for any reason by providing sixty (60) days' written notice to the other party. 3. SCOPE OF WORK CPE will serve as the data collection agency for the information collected for the Initiative ("Services"). The data collected by CPE shall be used to conduct a research study, which will highlight the areas of implicit bias, procedural justice, and reconciliation. CPE will fully perform with good faith and due diligence all Services and objectives described in the Scope of Work. The Initiative shall include the following tasks: 1. An analysis of information related to calls for service, pedestrian and vehicle stops, and use of force incidents; 2. Attitude Behavior Matching of FWPD officers; a. For the purposes of this agreement, the term "Attitude Behavior Matching" is defined as an officer voluntarily participating in a survey, which contains questions regarding officer attitudes. The officers' responses will be matched with their performance history. CPE shall be responsible for obtaining the voluntary, written consent of each participating officer before the officer participates in Attitude Behavior Matching. 3. An analysis of applicable FWPD policies and procedures; Research Agreement—City of Fort Worth and The Regents of the University of California 2 4. A Department wide climate survey provided to sworn and civilian personnel within FWPD. The survey will ask participants to provide their opinions on a series of questions about FWPD, the City, and the community; and 5. Recommendations for future data collection analyses and reporting standards However, CPE reserves the right, after it has consulted with the City, to decide which tasks and analyses to perform based on its expertise and available data provided to them by the City. 4. DELIVERABLES Annual updates shall be delivered in person or by way of a written report provided to the Chief of the Police Fort Worth Police Department or his designee. 5. CONSIDERATION UCLA undertakes these commitments in exchange for receiving access to data concerning FWPD, data that is understood to be valuable and will advance the field of research into law enforcement and community standards. The data collected by UCLA is subject to the terms and conditions described below. 6. RESEARCH DATA 6.1 Access to Research Data The parties acknowledge and agree that a fundamental component of this Agreement is the access of UCLA researchers to data maintained by the City. Upon written request, the City shall provide UCLA with the data that is reasonably necessary to achieve the goals and objectives of the Initiative. The Parties acknowledge and agree that any and all data provided to UCLA by City shall only consist of information that is subject to public disclosure pursuant to the Texas Public Information Act (Texas Government Code Chapter 552) or Texas Code of Criminal Procedure Article 2.132 (hereinafter referred to as "Research Data"). UCLA hereby declares that only persons authorized in writing by UCLA who are CPE researchers shall have access to Research Data. UCLA shall provide the City with a written list of researchers who are authorized to access Research Data. The parties acknowledge and agree that the Research Data which UCLA researchers will be allowed to access is necessary to the performance of UCLA's obligations to the City under this Agreement. As a result, UCLA declares that authorized individuals are obligated to the terms and conditions specified in this Agreement. Relevant data will be labeled by the City as "Research Data" before being sent to UCLA, or before UCLA researchers are given access to the data. In addition to the authorized personnel described above, the Research Data may be subject to disclosure to any third party, inter alia, the Texas Public Information Act and Texas Code of Criminal Procedure, Article 2.132, and other applicable laws. 6.2 Definition of Research Data Research Data is limited to the following categories of information: 1. Officer Initiated Vehicle Stop Data a. For the purposes of this Agreement, "Officer Initiated Vehicle Stop Data" includes the following: i. Date of the motor vehicle stop; ii. Location of the motor vehicle stop; iii. The race or ethnicity of the individual detained; Research Agreement—City of Fort Worth and The Regents of the University of California 3 iv. The gender of the individual detained; and v. Whether the individual was placed under arrest. 2. Officer Initiated Pedestrian Stop Data a. For the purposes of this Agreement, "Officer Initiated Pedestrian Stop Data" includes the following: i. Date of the encounter; ii. Location of the encounter; iii. The race or ethnicity of the individual encountered; iv. The gender of the individual encountered; and v. Whether the individual was placed under arrest. 3. Use of Force data a. For the purposes of this Agreement, "Use of Force Data" includes the following: i. Type of force used; ii. Location of the incident; iii. The race or ethnicity of the individual involved in the incident; and iv. The gender of the individual involved in the incident. 4. Survey information collected from FWPD officers who elect to participate in the Initiative on a voluntary basis. a. Research Data provided to CPE by the City pertaining to FWPD officers, shall be limited to information that is otherwise subject to public disclosure pursuant to the Texas Public Information Act and Chapter 143 of the Texas Local Government Code. CPE's access to Research Data related to FWPD officers shall be limited to the contents of an officer's civil service file, which may include commendations, periodic evaluations by the officer's supervisor, and documents relating to misconduct in instances in which FWPD took disciplinary action against the officer under Chapter 143 of the Texas Local Government Code. 5. Policy and Secondary research data. This will be mutually agreed upon by the City and the CPE as to what will be provided. If provided, the data shall consist of information that is otherwise subject to public disclosure pursuant to the Texas Public Information Act or Article 2.132 of the Texas Code of Criminal Procedure. Policy and Search Research Data shall include the following: i. Deployment data ii. Calls for service data iii. Aggregate complaints iv. Departmental policies v. Aggregate departmental crime statistics when associated with departmental data on racial disparities. If there is an additional category of Research Data not specifically referenced above, which CPE seeks to collect, CPE shall notify the City as soon as reasonably practicable. The parties will confer in good faith to determine whether release of the requested data is consistent with the terms and conditions of this Agreement and the City's obligations under the Texas Public Information Act. 6.3 Restricted Information "Restricted Information" shall be defined as information that will not be released or otherwise disclosed by the City to CPE for any or all of the following reasons: a. The City determines that the information is prohibited or exempt from disclosure under State and Federal laws, including the Texas Public Information Act (Chapter 552 of the Texas Government Code), Chapter 143 of the Texas Local Government Code, the Health Insurance Portability and Accountability Act (HIPAA), and other applicable privacy laws; b. The information is contained within FWPD's departmental personnel file, which it maintains for its own use, relating to a police officer (Texas Local Government Code 143.089(g)). Research Agreement—City of Fort Worth and The Regents of the University of California 4 6 4 Transfer of Reseach Data Research Data will be transferred by utilizing the PowerDMS Document Management system. The system is owned and operated by the CPE and their researchers. This system is encrypted with TLS/SSL utilizing 128 bit AES-CBC encryption. PowerDMS is a SSAR-16 certified data center and meets CJIS compliance. 6.5 Treatment of Research Data If either Party discloses Research Data to the other Party, the disclosing Party will designate this information as Research Data by appropriate legend or instruction established by the City and UCLA shall: (a) Use the standards of care for the Research Data set forth in this Agreement. (b) Use the Research Data only to accomplish the purposes of this Agreement and subject to management and audit review by the City. 6.6 Cooperation in Resisting Disclosure of Personally Identifiable Information The Parties further acknowledge and agree that they will each cooperate with the other Party to secure all data that the City or any of its officers or employees provides to UCLA researchers. For the purposes of this Agreement, a "private person" is defined as any person other than an agency, or department of Federal, State, or local government, or any component or combination thereof. Included as a private person is an individual acting in his or her official capacity. For the purposes of the Agreement, "research or statistical information" is defined as any information which is collected while conducting a research or statistical project and which is intended to be utilized for research or statistical purposes. The term includes information which is collected directly from the individual or obtained from any agency or individual having possession, knowledge, or control thereof. For the purposes of this Agreement, "information identifiable to a private person" is defined as information which is either labeled by name or other personal identifiers or can, by virtue of sample size or other factors, be reasonably interpreted as referring to a particular private person. a) The parties agree and acknowledge that 42 U.S.C. Section 3789g and 28 C.F.R. Part 22 apply to research and statistical information identifiable to private persons which may be collected, gathered, or obtained during the Initiative. The parties agree to comply with 42 U.S.C. Section 3789g and 28 C.F.R. Part 22 regarding the use and/or disclosure of research or statistical information identifiable to private persons. b) UCLA will object to any attempt by a third party to obtain research or statistical information identifiable to private persons from UCLA, including demands or requests made by way of subpoena or public record request and will give notice to City within 72 hours of any request for such data to allow City to assert any objections to production on its own behalf and to otherwise participate in any proceeding concerning the production of research or statistical information identifiable to private persons. UCLA shall tender to and provide City with a reasonable opportunity to accept tender of the defense of the litigation in the event that litigation ensues as a result of UCLA's assertion of an objection to the release of research or statistical information identifiable to private persons in compliance with this Agreement. c) The parties further acknowledge and agree that the primary purpose of the provisions pertaining to research or statistical information identifiable to private persons is for the protection of the privacy of individual officers Research Agreement—City of Fort Worth and The Regents of the University of California 5 providing information to researchers working under this Agreement and the Agreement is construed as far as possible to achieve that purpose. The informed consent UCLA may receive from individuals participating in this research may restrict the release of personally identifiable information to any party, including the City. The UCLA Institutional Review Board (IRB) will consult in good faith with the City to determine the language of the informed consent as part of its review of each project undertaken in conjunction with this Agreement. The City shall be provided with advance written notice of the language of the informed consent and shall be provided with an opportunity to comment upon such language. d) Information which is identifiable to private persons that is provided by the City to UCLA will be received and held in confidence by UCLA, except as required by law. UCLA agrees to use reasonable effort to prevent its disclosure to third parties. This obligation will continue in effect for three (3) years after expiration or termination of the Agreement. UCLA will not consider information disclosed to it by the City as confidential which: (1) is now public knowledge or subsequently becomes such through no breach of this Agreement; (2) is rightfully in UCLA's possession prior to City's disclosure as shown by written records: (3) is rightfully disclosed to UCLA by a third party; or (4) is independently developed by or for UCLA without reliance upon confidential information received from the City. 6.7 Law Enforcement Records Both parties are committed to fulfilling the objectives of the National Initiative. It is understood that the City's release of information and data must comport with its obligations under Texas state law. Accordingly, the City agrees to provide CPE with information and data that is subject to public disclosure under Texas state law as follows: a) Police Officer Records The City is a civil service city under Chapter 143 of the Texas Local Government Code. Section 143.089 contemplates two separate personnel files for police officers. First, a civil service file that the civil service director is required to maintain. An officer's civil service file, which must contain certain specified items, is subject to public disclosure under the Texas Public Information Act (Chapter 552 of the Texas Government Code). Second, an internal file that the police department may maintain for its own use. Information that relates to an officer's employment relationship with the police department and that is maintained in a police department's internal file is confidential and may not be released. b) Juvenile Records Section 58.007 of the Texas Family Code makes confidential juvenile law enforcement records. Section 58.007 (c) provides, in part that "law enforcement records and files concerning a child and information stored, by electronic means or otherwise, concerning the child from which a record or file could be generated may not be disclosed to the public." For the purposes of Section 58.007 (c), a child is person who is ten years of age or older and under seventeen years of age at the time of the reported conduct. 7. COOPERATION IN PROVISION OF ACCESS TO RESEARCH DATA The parties hereby commit to work together, in good faith, to provide UCLA researchers with the Research Data necessary to conduct the research described in section 3, above to the extent consistent with the City's policies and statutory obligations. UCLA shall be responsible for requesting and obtaining written, voluntary, informed consent from all FWPD officers and other City employees who will participate in the Initiative. Research Agreement—City of Fort Worth and The Regents of the University of California 6 The parties further commit to work together, in good faith, to make officers available for research by way of survey, interview and examination. City shall work with UCLA researchers towards obtaining the consent of individual officers for the officers' participation in research studies. City shall advertise research study sessions to officers, shall facilitate UCLA researcher communication with officers regarding study sessions and shall allow reasonable on-duty time for officers to participate in research study sessions. City shall instruct managers and supervisors within the Department to assist in advertising the research study sessions to those they supervise. 8. DEDICATED LIAISON The City shall designate a representative with the authority to communicate directly with the Chief of Police, to act as a liaison with UCLA researchers (the "Liaision"). The Liaison will coordinate research efforts between the FWPD and UCLA researchers, and assist the researchers in understanding and navigating the FWPD and the Fort Worth community. 9. PUBLICATION, PUBLICITY AND OWNERSHIP OF DATA 9.1 Publicity: Both the City and UCLA agree to treat this research and each other's participation in this research with discretion. Specifically, the City and UCLA agree that their management will communicate with each other when a press query is made with regard to the research described in this agreement, and shall, to the extent permissible, consult with one another before making statements to the press regarding the research. Neither party will use the name, trade name, trademark or other designation of the other party in connection with any products, promotion, advertising, press release, or publicity without the prior written permission of the other party. 9.2 Public Information Act: Notwithstanding the foregoing, UCLA understands and agrees that the City is a public entity under the laws of the State of Texas, and as such, is subject to various public information laws and regulations, including, but not limited to, the Texas Public Information Act, Chapter 552 of the Texas Government Code (the "Act"). UCLA acknowledges that, under the Act, the following information is subject to disclosure: 1) all documents and data held by the City, including information obtained from UCLA, and 2) information held by UCLA for or on behalf of City that relates to the transaction of City's business and to which City has a right of access. If the City receives a request for any documents that may reveal any of UCLA's proprietary information under the Act, or by any other legal process, law, rule, or judicial order by a court of competent jurisdiction, the City will utilize its best efforts to notify UCLA prior to disclosure of such documents. The City shall not be liable or responsible in any way for the disclosure of information not clearly marked as "Proprietary Information" or if disclosure is required by the Act or any other applicable law or court order. In the event there is a request for such information, it will be the responsibility of UCLA to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by the City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 9.3 Exclusive Authority Over Publication and Publication Contents: UCLA researchers shall be free to publish the results of their research in their exclusive discretion and as they see fit without approval of or interference by the City or anyone associated with the City. Prospective publications will be subject to the terms and conditions of this Agreement. 9.4 City Right to Advance Notice of Research Findings: Research Agreement—City of Fort Worth and The Regents of the University of California 7 Notwithstanding the foregoing, UCLA researchers shall give the City no less than 30 calendar days' notice prior to submitting any of their research findings for publication to allow the City an opportunity to review and identify information that is otherwise protected from disclosure by law. Such notice shall be in writing in accordance with the provisions of Section 11 below and shall be in the form of the proposed publication itself, accurately describing the nature and substance of any conclusions reached by UCLA researchers arising from research undertaken pursuant to this Agreement. Within 30 calendar days of receiving the notice contemplated in this paragraph, City may request that any publication of this research in a scholarly journal mask the identity of City as the agency in which this research was conducted. The release, if any, of this written report shall be in accordance with the City's obligations under the Act. Proper acknowledgment will be made for the contributions of each party to the research results being published. 9.5 Ownership of Research Data: Except as provided herein, UCLA retains ownership of the Research Data collected in the course of the research undertaken pursuant to this Agreement. Subject to the terms and conditions of this Agreement, federal and state laws regarding privacy, Fiscal Year 2014 Competitive Grant Announcement issued by the DOJ for the National Center for Building Community Trust and Justice, UCLA retains the right to publish scholarly works using the Research Data. Research Data that contains personal identifiers of FWPD officers, City employees, or persons whose names appear in investigation records shall remain in the sole and exclusive ownership, custody, and control of the City. 10. INDEMNIFICATION TO THE EXTENT PERMITTED BY LAW, UCLA AGREES TO DEFEND, INDEMNIFY,AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY(I) UCLA'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (II) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF UCLA, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), IN THE PERFORMANCE OF THIS AGREEMENT, BUT ONLY INPROPORTION TO AND TO THE EXTENT SUCH CLAIMS, LAWSUITS, ACTIONS, COSTS, EXPENSES, DAMAGES, LOSS OR INJURY ARE CAUSED BY OR RESULT FROM THE NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS OF UCLA, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, OR CONTRACTORS; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH UCLA AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY INACCORDANCE WITH THE APPLICABLE LAWS OF THE STATES OF TEXAS AND CALIFORNIA. TO THE EXTENT PERMITTED BY LAW, CITY AGREES TO DEFEND, INDEMNIFY, AND HOLD UCLA, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OFANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY(I) CITY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (II) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CITY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN UCLA), IN THE PERFORMANCE OF THIS AGREEMENT, BUT ONLY IN PROPORTION TO AND TO THE EXTENT SUCH CLAIMS, LAWSUITS, ACTIONS, COSTS, EXPENSES, DAMAGES, LOSS OR INJURY ARE CAUSED BY OR RESULT FROM THE NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS OF THE CITY, ITS OFFICERS, Research Agreement—City of Fort Worth and The Regents of the University of California 8 AGENTS,ASSOCIATES, EMPLOYEES, OR CONTRACTORS; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF UCLA OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH CONSULTANT AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE STATES OF TEXAS AND CALIFORNIA. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED HEREIN SHALL EVER BE CONSTRUED SO AS TO REQUIRE CITY TO CREATE A SINKING FUND OR TO ACCESS, LEVYAND COLLECT TAX TO FUND ANY OBLIGATIONS UNDER THIS SECTION. This section shall survive the expiration or termination of this Agreement. 11. NOTICES. Notices to be provided hereunder shall be sufficient if forwarded to the other party by hand-delivery or via U.S. Postal Service certified mail, postage prepaid, to the address of the other party shown below: To University: For Programmatic Issues: Phillip Atiba Goff President, CPE UCLA Psychology Department 1285 Franz Hall Box 951563 Los Angeles, CA 90095 For contractual Issues: Miesha Bailey Contract and Grant Officer Office of Contract and Grant Administration 11000 Kinross Avenue, Suite 211 Box 951406 Los Angeles, CA 90095-1406 To City: Valerie R. Washington Assistant City Manager City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 With copy to: City Attorney City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 Research Agreement—City of Fort Worth and The Regents of the University of California 9 12. INDEPENDENT CONTRACTOR It is understood and agreed that UCLA and its researchers, in the performance of the work and services agreed to be performed by UCLA, shall act as and be an independent contractor and not an agent or employee of CITY. Nothing herein shall be construed as creating a partnership or joint venture between UCLA and the City, its agents, employees. No federal, state, or local income tax, nor any payroll tax of any kind, shall be withheld or paid by the City on behalf of UCLA. UCLA shall not be treated as an employee with respect to the services performed pursuant to this Agreement for federal or state tax purposes. UCLA is not eligible for, and shall not participate in any employer pension, health, or other fringe benefit plan of the City. The City will not obtain worker's compensation insurance for UCLA and UCLA agrees to comply with applicable workers' compensation laws. UCLA hereby expressly waives any claim it may have to any such rights. Neither UCLA nor anyone employed by UCLA will represent, act, or purport to act as, or be deemed to be an agent, representative, or employee of the City. Neither will the CITY nor anyone employed by the City will represent, act, or purport to act as, or be deemed to be, an agent, representative or employee of UCLA. Neither the City nor UCLA has authority to make any statement, representation, or commitment of any kind or to take any action binding upon the other party without the other party's prior written authorization. 13. COUNTERPARTS This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile, Portable Document Format (PDF) or photocopied signatures of the Parties will have the same legal validity as original signatures. 14. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior written or oral agreements or understandings with respect thereto. 15. AMENDMENTS AND MODIFICATIONS No amendment or modification of this Agreement will be valid or binding upon the parties unless made in writing and signed by each Party. 16. WAIVER The failure of either Party to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's or UCLA's right to assert or rely on any such term or right on any future occasion. 17. NO THIRD PARTY RIGHTS This Agreement is solely for the benefit of UCLA and the City. This Agreement is not intended to and does not create any cause of action, claim, defense or other right in favor of any party who is not a signatory to this Agreement. 18. ASSIGNABILITY The parties agree that the expertise and experience of UCLA, and the researchers at CPE are material considerations for this Agreement. UCLA shall not assign or transfer any interest in this Agreement nor the performance of any of UCLA's obligations hereunder, without the prior written consent of the City, and any Research Agreement—City of Fort Worth and The Regents of the University of California 10 attempt by UCLA to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 19. RIGHT OF ACCESS UCLA agrees that the City will have access to records related to the transactions conducted under this Agreement to ensure compliance therewith. This section shall survive the expiration or termination of this Agreement. 20. NON DISCRIMINATION COVENANT UCLA, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of UCLA's duties and obligations hereunder, it shall 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 UCLA, ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES UCLA AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND THE CITY AND HOLD THE CITY HARMLESS FROM SUCH CLAIM, BUT ONLY IN PROPORTION TO AND TO THE EXTENT SUCH ALLEGED VIOLATION IS CAUSED BY OR RESULTS FROM THE NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS OF UCLA, ITS DIRECTORS, OFFICER, AGENTS OR EMPLOYEES. This section shall survive the expiration or termination of this Agreement. 21. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS UCLA, its officers, agents, servants, employees, and subcontractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of UCLA any such violation on the part of UCLA or any of its officers, agents, servants, employees, or subcontractors, then UCLA shall immediately desist from and correct such violation. 22. GOVERNMENTAL POWERS Both Parties agree and understand that the City does not waive or surrender any of its governmental powers by execution of this Agreement. 23. DISCLOSURE OF CONFLICTS UCLA hereby warrants to the City that UCLA has made full disclosure in writing of any existing or potential conflicts of interest related to UCLA's provision of the Services. In the event that any conflicts of interest arise after the execution of this Agreement, UCLA hereby agrees to make full disclosure to the City in writing immediately upon learning of such conflict. 24. SIGNATURE AUTHORITY The person signing this Agreement hereby warrants that he or she has the legal authority to execute this Agreement on behalf of his or her respective Party, and that such binding authority has been granted by proper Research Agreement—City of Fort Worth and The Regents of the University of California 1 I order, resolution, ordinance or other authorization of the entity. The other Party is fully entitled to rely on this warranty and representation in entering into this Agreement. IN WITNESS WHEREOF, the parties have executed this Research Agreement as of the Effective Date. THE REGENTS OF THE UNIVERSITY OF CITY OF FORT WORTH: CALIFORNIA on behalf of UCLA: By: By: Miesha Bailey Valerie R. Washington Contract and Grant Officer Assistant City Manager Office of Contract and Grant Administration Date: (y-rig Date: ByTWM= R/IE D Joel F. Fitzgerald Chief of Police� �� / Date: APPROVED AS TO LEGALITY: etiti Coleman B own Assistant City Attorney Date: Contract Authorization: Resolution No. 4521-09-2015 0 °°`°°°40 ✓0 Date: September 29, 2015 �. ATTEST.• V 8�' a B ,�0 By: Mary J. Kays � d City Secretary Date: OFFICIAL RECORD CITYeSURETAM —City of Fort Worth and The Regents of the University of California 12 FT.WORTH, TX