HomeMy WebLinkAboutContract 58261 CSC No. 58261
LICENSE AGREEMENT FOR THE POLICE CITIZEN INTERACTIVE PROGRAM
BETWEEN
THE CITY OF FORT WORTH
AND
RYAN LAWSON
This License Agreement ("Agreement") is entered into by and between Ryan Lawson
("Consultant") and the City of Fort Worth("City"), collectively the"parties."
WHEREAS, Consultant,pursuant to the terms of City Secretary Contract No. 56011 and
in coordination with the City,has created a program known as Police Citizen Interactive ("PCI");
WHEREAS,PCI is an interactive program designed to teach citizen's and police how to
interact during traffic stops and detainments and their associated rights;
WHEREAS,the City seeks to coordinate with Consultant to offer professional services
to Fort Worth Independent School District("FWISD") and teach students and staff at FWISD the
PCI program; and
WHEREAS, Consultant agrees to provide a non-exclusive right to use the PCI program
to City during the term of the Agreement as detailed below.
1. License Agreement.
a. License. PCI is an all-inclusive training program that teaches citizens and
police how to interact during traffic stops and detainments. PCI educates citizens on how
to conduct themselves during stops by teaching them their rights and how to file a
complaint, if necessary. PCI is interactive and allows citizens to directly engage with the
police officers providing the training to ask questions and express any concerns. In
consideration of the payment specific herein, Consultant hereby grants City the non-
exclusive limited right to use or disclose the PCI program and material during the term of
this Agreement solely for the purpose of training FWISD students and staff. City is hereby
granted the right to use the complete PIC program and intellectual property to train FWISD
students and staff. If City desires to use the PCI program for additional participants, it will
pay to Consultant, or his representative, an additional fee for each additional PCI
participant. City will use the PCI program, as provided, without any modification or
changes.
b. Restrictions. City agrees that it will not: (i) Copy any of the components of
PCI,including digital or written materials,without separate authorization from Consultant;
(ii) sublicense, distribute, disclose, sell, lease, or otherwise transfer PCI, in whole or in
part, to any third party; (iii) use PCI or any portion thereof for the purpose of training
additional participants after the expiration, termination, or cancellation of this Agreement
or any license granted hereunder; (iv)use PCI for any purpose not expressly permitted by
OFFICIAL RECORD
CITY SECRETARY
License Agreement FT.WORTH, TX
the provisions of this Agreement. The Facilitator, or persons offering the training,must be
either an employee of city or Consultant himself.
C. Ownership.Title in and to PCI remains exclusively with Consultant,subject
to the express, limited, and non-exclusive license granted to City pursuant to this
Agreement. Consultant shall at all times during the term of this Agreement and thereafter
retain ownership of and title to all intellectual property related to PCI. Any and all use of
the intellectual property rights associated with PCI shall inure to the benefit of Consultant
and shall not affect Consultant's absolute ownership of PCI.
d. Term. The Agreement shall commence upon the date signed by the
Assistant City Manager below, to be effective September 30, 2022, and shall expire no
later than September 30,2023 unless terminated earlier in accordance with the provisions
of this Agreement or otherwise extended by the parties. This Agreement may be renewed
for one renewal period of two years at the City's option, each a"Renewal Term."The City
shall provide Consultant with written notice of its intent to renew at least thirty (30) days
prior to the end of each term.
2. Termination.
a. Convenience. Either City or Consultant may terminate the Agreement at
any time and for any reason by providing the other party with 30 days written notice of
termination.
b. Breach.If either party commits a material breach of the Agreement,the non-
breaching Parry must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach ten(10) calendar days after
receipt of notice from the non-breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate the Agreement by giving
written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Consultant of such occurrence and the Agreement shall terminate on the last day of the
fiscal period for which appropriations were received without penalty or expense to the City
of any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Consultant for services actually
rendered up to the effective date of termination and Consultant shall continue to provide
City with services requested by City and in accordance with the Agreement up to the
effective date of termination. Upon termination of the Agreement for any reason,
Consultant shall provide City with copies of all completed or partially completed
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documents prepared under the Agreement. In the event Consultant has received access to
City information or data as a requirement to perform services hereunder, Consultant shall
return all City provided data to City in a machine readable format or other format deemed
acceptable to City.
3. License Fee. As full and complete compensation for the non-exclusive right to use
the PCI program for the initial term of this Agreement, as provided by this Agreement, City shall
pay Consultant Forty-Eight Thousand Dollars ($48,000.00) (the "License Fee"). The License Fee
includes the costs for all program materials necessary for City to provide the PCI program training
including any written curriculum, digital materials, or other written workbooks or material. Full
payment will be due within 30 days of receipt of the PCI program materials and an invoice from
Consultant.
4. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County, Texas.
5. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity.
6. IP Indemnification. Consultant agrees to indemnify, defend, settle, or pay, at
its own cost and expense, including the payment of attorney's fees, any claim or action
against the City for infringement of any patent, copyright, trade mark, service mark, trade
secret, or other intellectual property right arising from City's use of the Deliverable(s), or
any part thereof, in accordance with the Agreement,it being understood that the agreement
to indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Consultant bears the cost and expense of payment for claims or
actions against the City pursuant to this section 8, Consultant shall have the right to conduct
the defense of any such claim or action and all negotiations for its settlement or compromise
and to settle or compromise any such claim; however, City shall have the right to fully
participate in any and all such settlement,negotiations, or lawsuit as necessary to protect the
City's interest, and City agrees to cooperate with Consultant in doing so. In the event City,
for whatever reason, assumes the responsibility for payment of costs and expenses for any
claim or action brought against the City for infringement arising under the Agreement, the
City shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, Consultant shall fully participate and cooperate with the City in defense of such
claim or action. City agrees to give Consultant timely written notice of any such claim or
action, with copies of all papers City may receive relating thereto. Notwithstanding the
foregoing, the City's assumption of payment of costs or expenses shall not eliminate
Consultant's duty to indemnify the City under the Agreement. If the Deliverable(s), or any
part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result
of a settlement or compromise, such use is materially adversely restricted, Consultant shall,
at its own expense and as City's sole remedy,either: (a)procure for City the right to continue
to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing,
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provided that such modification does not materially adversely affect City's authorized use of
the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and
functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d)
if none of the foregoing alternatives is reasonably available to Consultant, terminate the
Agreement, and refund all amounts paid to Consultant by the City, subsequent to which
termination City may seek any and all remedies available to City under law.CONSULTANT'S
OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE
COVERAGE REQUIRED BY CITY.
7. Public Information. City is a government entity under the laws of the State of Texas
and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Consultant. It will be the responsibility of Consultant to submit reasons
objecting to disclosure.A determination on whether such reasons are sufficient will not be decided
by City,but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
8. Immigration Nationality Act. Consultant shall verify the identity and employment
eligibility of its employees who perform work under the Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Consultant shall provide
City with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under the Agreement. Consultant shall adhere to all Federal and State laws as well
as establish appropriate procedures and controls so that no services will be performed by any
Consultant employee who is not legally eligible to perform such services. CONSULTANT
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Consultant, shall have the right to immediately
terminate the Agreement for violations of this provision by Consultant.
9. No Boycott of Israel. If Consultant has fewer than 10 employees or the Agreement
is for less than$100,000,this section does not apply. Consultant acknowledges that in accordance
with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract
with a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Consultant
certifies that Consultant's signature provides written verification to City that Consultant: (1) does
not boycott Israel; and(2) will not boycott Israel during the term of the Agreement.
10. Right to Audit. Consultant agrees that City shall, until the expiration of three (3)
years after final payment under the Agreement,have access to and the right to examine any directly
pertinent books, documents, papers and records of Consultant involving transactions relating to
the Agreement. Consultant agrees that City shall have access during normal working hours to all
necessary Consultant facilities and shall be provided adequate and appropriate workspace in order
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to conduct audits in compliance with the provisions of this section. City shall give Consultant
reasonable advance notice of intended audits.
11. Prohibition on Boycotting Energy Companies. Consultant acknowledges that in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,
R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that
has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City
with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. The terms "boycott energy company"
and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code,as added by Acts 2021,87th Leg.,R.S., S.B. 13, §2. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Consultant certifies that Contractor's signature provides written verification to the City that
Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies
during the term of this Agreement.
12. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Consultant acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Goverment Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited
from entering into a contract for goods or services that has a value of$100,000 or more that is to
be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does
not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate during the term of the contract against a
firearm entity or firearm trade association. The terms"discriminate,""firearm entity"and"firearm
trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code,as added by Acts 2021,87th Leg.,R.S.,S.B. 19, § 1. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Consultant certifies that Contractor's signature provides written verification to the City that
Contractor: (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.
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, (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:
To CITY: To Consultant:
City of Fort Worth Ryan Lawson
Attn: Assistant City Manager 6720 Trail Cliff Way
200 Texas Street Fort Worth, TX 76132
Fort Worth, TX 76102-6314 817-800-9626
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Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's
Office at same address
14. No Waiver. The failure of City or Consultant 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 Consultant's respective right to insist upon appropriate performance or to assert
any such right on any future occasion.
15. 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.
16. Force Majeure. City and Consultant 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 government 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 States; 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 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 with Section 13 of this Agreement.
17. 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.
18. Review of Counsel. 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 Exhibits A,B, and C.
19. Amendments / Modifications / Extensions. No amendment, modification, or
extension of this Agreement will be binding upon a party hereto unless set forth in a written
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instrument, which is executed by an authorized representative of each party.
20. 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.
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[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City: Consultant:
By: Y"-.4r— By:
Name: Fernando Costa NamARyvanawson
Title: Assistant City Manager Title: Owner
Date: Oct 17, 2022 Date: /() / f
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
��Qy��- administration of this contract, including
By RobettMid�roEt17,202215:52CDT ensuring all performance and reporting
Name: Neil Noakes Robert Alldredge for requirements.
Title: Chief of Police
Approved as to Form and Legality: By: Sasha Kane(O6t 17,202208:37 CDT)
Name: Sasha Kane
Title: Sr. Contract Compliance Specialist
By: /f
Name: Taylor Paris City Secretary:
Title: Assistant City Attorney
Contract Authorization: By: ette S.Goodall(Oct 17,2022 17: CDT)
M&C: Name: Jannette S. Goodall 0��40R��aT
Title: Acting City Secretary OhoF 0000. 4(�
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OFFICIAL RECORD
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FT.WORTH,TX
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