HomeMy WebLinkAboutContract 59601CSC No. 59601
DATA SHARING MEMORANDUM OF UNDERSTANDING
This Data Sharing Memorandum of Understanding (hereinafter "MOU") is entered into by and
between Insight LPR, LLC, with a place of business at 1014 Hwy 471, Brandon, MS, 46240 ("Insight
LPR") and City of Fort Worth with a place of business at 200 Texas Street Fort Worth, TX 76102
("Agency") (each a "Party", and together, the "Parties").
I. Recitals
A. Whereas Agency desires to access Insight LPR's technology platform and Insight LPR's
safety dashboard (together, the "Insight LPR Data") for investigative purposes, in order to view
and search videos recorded by Insight LPR ("Recordings") which are made available for no longer
than thirty (30) days, utilizing its software for automatic license plate detection; and
B. Whereas Insight LPR desires to share such videos and supplemental data with Agency
pursuant to this MOU; therefore
C. The Parties agree to the following Terms and Conditions.
II. Terms and Conditions
A. Purpose. To allow the Agency to utilize the Insight LPR Data for the following purpose: to
gain awareness with respect to the communities for which they serve to protect and facilitate
investigations (the "Purpose").
B. Access Rights to Insight LPR Data. Subject to the terms and conditions contained in this
MOU, Insight LPR hereby grants to Agency a non-exclusive, nontransferable right to access the
features and functions of the Insight LPR Data during the Term (as defined below), solely for use
by Authorized Users. For purposes of this MOU, "Authorized Users" will mean employees, agents,
or officers of Agency accessing or using the Insight LPR Data for the Purpose. Agency
acknowledges and agrees that, as between Agency and Insight LPR, Agency shall be responsible
for all acts and omissions of Authorized Users, and any act or omission by an Authorized User
which would constitute a breach of this MOU shall be deemed a breach of this MOU by Agency.
Agency shall undertake reasonable efforts to make all Authorized Users aware of the provisions
of this MOU as applicable to such Authorized User's use of the Insight LPR Data and shall cause
Authorized Users to comply with such provisions.
C. Restrictions on Use. Agency will not, and will not permit any Authorized Users or any third
party to, (i) copy or duplicate any of the Insight LPR Data; (ii) decompile, disassemble, reverse
engineer or otherwise attempt to obtain or perceive the source code from which any software
component of any of the Insight LPR Data is compiled or interpreted; (iii) modify, alter, or tamper
with any of the Insight LPR Data, or create any derivative product from any of the foregoing; (iv)
interfere or attempt to interfere in any manner with the functionality or proper working of any
of the Insight LPR Data; (v) remove, obscure, or alter any notice of any intellectual property or
proprietary right appearing on or contained within any of the Insight LPR Data; or (vi) assign,
Insight LPR's Data Sharing Memorandum of Understanding with City of Fort Worth Page 1 of 8
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or
otherwise encumber, Agency's rights under Sections II B. Agency may only access Recordings and
Insight LPR Data to perform the Purpose, as described in Section II(A). Agency shall not use the
Insight LPR Data in any manner not permitted by appropriate governing Federal and State
regulations or laws; Agency represents and warrants that, in receiving access to Insight LPR Data,
such video and supplemental data shall be used solely for purposes authorized by law and
described in this MOU.
D. Ownership. As between the Parties, subject to the rights granted in this MOU, Insight LPR
and its licensors retain all right, title and interest in and to the Insight LPR Data, and its
components and any Recordings or data provided by Insight LPR through the Insight LPR Data,
and Agency acknowledges that it neither owns nor acquires any additional rights in and to the
foregoing not expressly granted by this MOU. Agency further acknowledges that Insight LPR
retains the right to use the foregoing for any purpose in Insight LPR's sole discretion. There are
no implied rights.
E. Warranty. Insight LPR and its licensors make no express or implied warranty as to the
conditions of the Recordings, or fitness for a particular research, data, investigative purpose or
resulting actions or omissions resulting from videos and supplemental data obtained by Agency
using Insight LPR Data.
F. Financial Implications to Agency. No financial commitment by Agency is required to
access the Insight LPR Data or Recordings.
G. Term; Termination.
1. Term. This MOU will commence once executed by both parties and shall continue
for a period of Five (5) years. After 5 years, the MOU will automatically renew for a 5 year
period unless cancelled as defined below.
2. Termination. Prior to expiration of the Term, either Party may terminate this MOU
for its convenience, and in its sole discretion, by providing thirty (30) days prior written
notice of termination to the other Party. Either party may terminate this MOU upon
written notice if the other party has breached a material term of this MOU and has not
cured such breach within thirty (30) days of receipt of notice from the non -breaching
party specifying the breach. Upon termination of this MOU, Agency will immediately
cease all use of Insight LPR Data. This MOU is subject to termination without written
notice after expiration of the Term.
H. Indemnification. Each Party to this MOU shall assume the responsibility and liability for
the acts and omissions of its own employees, deputies, officers, or agents, in connection with the
performance of their official duties under this MOU. Parties shall indemnify and hold harmless
each other against any suits, claims, actions, complaints, or liability of any kind, which relate to
Insight LPR's Data Sharing Memorandum of Understanding with City of Fort Worth Page 2 of 8
the use of or reliance on Insight LPR Data. For tort liability purposes, no participating Party shall
be considered the agent of the other participating Party. Each Party to this MOU shall be liable
(if at all) only for the torts of its own officers, agents, or employees that occur within the scope
of their official duties. Under no circumstances shall this MOU be interpreted to create a
partnership or agency relationship between the Parties.
Limitation of Liability.
1. Limitation on Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL Insight LPR, ITS OFFICERS,
DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES BE LIABLE FOR
ANY AMOUNT GREATER THAN THE FEES PAID TO Insight LPR UNDER THIS
MOU, OR $100 IN UNITED STATES CURRENCY, WHICHEVER IS GREATER,
WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT,
TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), PRODUCT LIABILITY
OR OTHERWISE.
2. Waiver of Consequential Damages. IN NO EVENT SHALL Insight LPR OR ITS
LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE
OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS
OF DATA OR LOSS OF PROFITS, WITHOUT REGARD TO WHETHER SUCH
CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR OTHERWISE, EVEN IF Insight LPR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
J. Confidentiality.
1. Obligations. During the performance of services and Agency's use of the Insight
LPR Data under this Agreement it may be necessary for a party to provide the other with
certain information considered to be proprietary or confidential by the disclosing party.
The disclosure of such confidential information shall be subject to the following terms and
conditions.
a. The term "Agency Confidential Information" shall mean any material, data,
systems, procedures and other information of or with respect to Agency that is
not be accessible or known to the general public, including information concerning
its hardware, software, business plans or opportunities, business strategies,
finances, employees, and third -party proprietary or other information that Agency
treats as confidential. Insight LPR shall not use, publish or divulge any Agency
Confidential Information except (i) in connection with Insight LPR's provision of
Software and services pursuant to this Agreement, (ii) to Insight LPR's officers,
directors, employees, agents and contractors who need to know such information
to enable Insight LPR to provide Software and services pursuant to this
Insight LPR's Data Sharing Memorandum of Understanding with City of Fort Worth Page 3 of 8
Agreement, or (iii) with the prior written consent of Agency, which consent Agency
may withhold in its sole discretion.
b. The term "Insight LPR Confidential Information" means any material, data,
systems, procedures and other information of or with respect to Insight LPR that
is not accessible to or known to the general public, including, without limitation,
the software, object code, source code, formulae, algorithms, financial data,
clients, employees, software development plans, software support third -party
proprietary or other information that Insight LPR treats as confidential. Agency
shall not use, publish or divulge any Insight LPR Confidential Information except
(i) to its employees, agents and officers who need to know such information to
enable Agency to use the Insight LPR Data, or (ii) with the prior written consent of
Insight LPR, which consent Insight LPR may withhold in its sole discretion.
c. Each party shall protect the other's confidential information with the same
degree of care normally used to protect its own similar confidential information,
but in no event less than that degree of care that a reasonably prudent business
person would use to protect such information. The obligations of each party to
protect confidential information received from the other party shall not apply to
information that is publicly known or becomes publicly known through no act or
failure to act on the part of the recipient. All provisions of this MOU concerning
the Confidentiality section herein, shall survive any termination of this MOU.
2. Exclusions. Confidential Information shall not include any information that is (i)
already known to the receiving party at the time of the disclosure; (ii) publicly known at
the time of the disclosure or becomes publicly known through no wrongful act or failure
of the receiving party; (iii) subsequently disclosed to the receiving party on a non -
confidential basis by a thirdparty not having a confidential relationship with the other
party hereto that rightfully acquired such information; or (iv) communicated to a third
party by the receiving party with the express written consent of the other party hereto. A
disclosure of Confidential Information that is legally compelled to be disclosed pursuant
to a subpoena, summons, order or otherjudicial or governmental process or the Freedom
of Information Act shall not be considered a breach of this MOU; provided the receiving
party provides prompt notice of any such subpoena, order, or the like to the other party
so that such party will have the opportunity to obtain a protective order or otherwise
oppose the disclosure.
K. Entire Agreement. This MOU is complete and contains the entire understanding between
the Parties relating to the sharing of Recordings and Confidential Data by and between Insight
LPR and Agency. This MOU supersedes all other agreements between the Parties. This Agreement
is non -assignable by both Parties.
Insight LPR's Data Sharing Memorandum of Understanding with City of Fort Worth Page 4 of 8
L. Severability. Nothing in this MOU is intended to conflict with or violate State or Federal
laws, regulations, policies, etc. If a term or provision of this MOU is inconsistent with a law or
authority, then that term or provision shall be invalid, but the remaining terms and provisions
shall remain in full force and effect. If any provision of this MOU is found to be unenforceable,
unlawful, or void, the provision shall be deemed severable from the MOU and shall not affect the
validity of the remaining provisions.
M. Choice of Law. This MOU shall be governed by the laws of the state in which the Agency
is located, excluding its conflict of laws rules. The parties agree that the United Nations
Convention for the International Sale of Goods is excluded in its entirety from this MOU.
N. Miscellaneous. All notices, requests, demands, or other communications required or
permitted to be given hereunder must be in writing and must be addressed to the parties at their
respective addresses set forth below and shall be deemed to have been duly given when (a)
delivered in person; (b) sent by facsimile transmission To the facsimile number below and
indicating receipt at the facsimile number where sent; (c) one (1) business day after being
deposited with a reputable overnight air courier service; or (d) three (3) business days after being
deposited with the United States Postal Service, for delivery by certified or registered mail,
postage pre -paid and return receipt requested.
IN WITNESS WHEREOF, Location Services and the Agency have caused this MOU to be signed on
the date set forth below and be effective on the last date specified below.
0. Parties have attached an addendum ("Exhibit A"). If a conflict arises between the terms of this MOU
and Exhibit A, the terms of Exhibit A shall control.
(signature page follows)
Insight LPR's Data Sharing Memorandum of Understanding with City of Fort Worth Page 5 of 8
ACCEPTED AND AGREED:
City of Fort Worth
By:
Name: Fernando Costa
Title: Assistant City Manager
Date: Jun 7, 2023
Approval Recommended:
TAwk
By : .V- ?. 20Z3 07'03 CDT j
Name: Robert A. Alldredge Jr.
Title: Executive Assistant Chief of Police
Attest.
oO� FOgjq�pa
p;a
as°-8
"==o v Apo �
! % p*pa
By:
Name: Janette Goodall
Title: City Secretary
Insight L.PR,
By -
Name: John IVethery
Title: CEO
Date:
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, Z,.". (',A.
Name: Loraine Coleman
Title: Administrative Services Manager
Approved as to Form and Legality:
Andrea Phill p `! .
Name: Andrea Phillips
Title: Assistant City Attorney
Contract Authorization:
I%I&C: _N/A —
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Insight UR's Data Sharing Memorandum of Understanding with City of Fort Worth Page 6 of 8
EXHIBIT A
ADDENDUM TO DATA SHARING MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF FORT WORTH
AND INSIGHT LPR, LLC
Notwithstanding any language to the contrary in the attached Data Sharing Memorandum
of Understanding (hereinafter the "Agreement"), the Parties hereby stipulate that the following
provisions in this Addendum shall control over the Agreement:
1. Sovereign Immunitv. Nothing herein constitutes a waiver of Agency's sovereign
immunity. To the extent the Agreement requires Agency to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
2. Limitation of Liabilitv and Indemnitv. To the extent the Agreement, in any way,
limits the liability of Insight LPR or requires Agency to indemnify or hold Insight LPR or any
third party harmless from damages of any kind or character, Agency objects to these terms and
any such terms are hereby deleted from the Agreement and shall have no force or effect.
3. Public Information. Agency is a government entity under the laws of the State of
Texas and all documents held or maintained by Agency are subject to disclosure under the Texas
Public Information Act. In the event there is a request for information marked Confidential or
Proprietary, Agency shall promptly notify Insight LPR. It will be the responsibility of Insight LPR
to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient
will not be decided by Agency, but by the Office of the Attorney General of the State of Texas or
by a court of competent jurisdiction. The Parties agree that nothing contained within this
Agreement and Addendum is considered proprietary or trade secret information and may be
released.
4. Data -Use Warrantv. To the extent that Agency's use of Insight LPR's data
involves data and recordings from equipment placed or installed on private property, Insight LPR
warrants to Agency that each affected private property owner has consented, in writing, to
Agency's use of the same.
5. Renewal. The Agreement shall renewal annually upon written mutual consent of
the Parties unless terminated according to the terms of the Agreement.
6. Rieht to Audit. If any money is exchanged as part of this Agreement, then the
Agency shall have the right to audit the financial and business records of the Insight LPR that
relate to any monetary exchange under this Agreement (collectively "Records") at any time during
the Term of the Agreement and for three (3) years thereafter. It is expressly understood that no
money is being exchanged as part of this Agreement.
7. Governine Law and Venue. The 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 the Agreement, venue for such action will lie in state courts located in Tarrant County,
Insight LPR's Data Sharing Memorandum of Understanding with City of Fort Worth Page 7 of 8
Texas or the United States District Court for the Northern District of Texas, Fort Worth Division.
To the extent the Agreement is required to be governed by any state law other than Texas or venue
in Tarrant County, City objects to such terms and any such terms are hereby deleted from the
Agreement and shall have no force or effect.
8. Addendum Controls. The terms and provisions of the Addendum shall control to
the extent there is a conflict between the terms and conditions of this Addendum and the terms and
conditions of the Data Sharing Memorandum of Understanding.
Signature: Vanessa yz2,.L. CDT)
Email: vanessa.vega@fortworthtexas.gov
Insight LPR's Data Sharing Memorandum of Understanding with City of Fort Worth Page 8 of 8