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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 License Agreement Page 2 of 8 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, License Agreement Page 3 of 8 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 License Agreement Page 4 of 8 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 License Agreement Page 5 of 8 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 License Agreement Page 6 of 8 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. License Agreement Page 7 of 8 [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(� 0 d o9�d �o odd 0 0 0 00 o 0000.* 0000000d �4'nEX 14!! p OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX License Agreement Page 8 of 8